UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549
                               
                          FORM 10-KSB
(Mark One)
[x]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
          For the fiscal year ended       December 31, 1997    

[  ]      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 33-89714
                               
                      RED OAK HEREFORD FARMS, INC.                
                                
            (Name of small business issuer in its chapter)
                               
              Nevada                             84-1120614             
(State or other jurisdiction of        (I.R.S. Employer I.D. No.)
incorporation or organization)

2010 Commerce Drive, Red Oak, Iowa                   51566
(Address of principal executive offices)          (Zip Code)

Issuer's telephone number, including area code     (712)623-9224    

Securities registered pursuant to section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

             $.001 par value, common voting shares
                       (Title of class)

Check whether the Issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such report(s), and (2) has
been subject to such filing requirements for the past 90 days.(1)Yes[X]No[  ]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB.  [   ]

The issuer's revenue for its most recent fiscal year was:  $105,325,693

The aggregate market value of the issuer's voting stock held as of April 10,
1998, by non-affiliates of the issuer was $21,678,714.

As of April 10, 1998, the issuer had 14,679,415 shares of its $.001 par value
common stock outstanding.

Transitional Small Business Disclosure Format.    Yes [  ]  No [X]

Documents incorporated by reference: none

           Page 1 of 36 consecutively numbered pages

<PAGE>
                 Red Oak Hereford Farms, Inc.
Annual Report on Form 10-KSB for the Year ended December 31, 1997
                               
                               
                               
                       TABLE OF CONTENTS
                               
                               
                               
                            PART I

ITEM 1    DESCRIPTION OF BUSINESS. . . . . . . . . . . . . . .3

ITEM 2    DESCRIPTION OF PROPERTY. . . . . . . . . . . . . . 14

ITEM 3    LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . 15

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 15
                               
                            PART II

ITEM 5    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS. . . . . . . . . . . . . . . . . . . . . . 16

ITEM 6    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS. . . . . . . . 17

ITEM 7    FINANCIAL STATEMENTS . . . . . . . . . . . . . . . 22

ITEM 8    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON  
          ACCOUNTING AND FINANCIAL DISCLOSURE. . . . . . . . 23
                               
                           PART III

ITEM 9    DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND
          CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
          EXCHANGE ACT . . . . . . . . . . . . . . . . . . . 23

ITEM 10   EXECUTIVE COMPENSATION . . . . . . . . . . . . . . 27

ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT . . . . . . . . . . . . . . . . . . . . 30

ITEM 12   CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 32

                            PART IV
                               
ITEM 13   EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . 34

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 36

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                            PART I



     This Form 10-KSB contains certain forward-looking statements. 
For this purpose any statements contained in this Form 10-KSB that
are not statements of historical fact may be deemed to be forward-
looking statements.  Without limiting the foregoing, words such as
"may," "will," "expect," "Believe," "anticipate," "estimate" or
"continue" or comparable terminology are intended to identify
forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, and actual results may
differ materially depending on a variety of factors.

     During the year ended December 31, 1997, the Company's
operations were impacted by a significant decrease in revenues. 
The Company was unable to reduce costs to offset the revenue
decrease.  In an effort to increase revenues, the Company is
attempting to expand its products to new markets.  Unless the
Company is successful in the effort to increase revenues in the
future, the Company may be required to adjust its cost structure to
a level that could be supported by its revenues.  There can be no
assurance that the Company will be able to develop additional
markets for its products or that revenue will remain at current
levels or increase in the future.




               ITEM 1.  DESCRIPTION OF BUSINESS




     Red Oak Hereford Farms, Inc., (the "Company"), is a Nevada
corporation (previously named Wild Wings, Inc.) that is engaged
through its wholly-owed subsidiary, Red Oak Farms, Inc., ("ROF") in
the business of selling premium branded, fresh beef to retail and
food service markets and extends unsecured credit to customers
predominantly located in the southwest and midwest United States. 
The principal offices of the Company are located at 2010 Commerce
Drive, Red Oak, Iowa 51566.  The Company was incorporated under the
laws of the State of Colorado on July 7, 1989 originally as Winter
Ventures of Colorado, Inc.  In December 1994, the Company's
shareholders approved a name change to Wild Wings, Inc., and a
change of corporate domicile from Colorado to Nevada.

     In February 1997, Red Oak Farms, Inc. ("ROF") was formed with
the members of Mid-Ag, Inc., an LLC, contributing the assets and
liabilities of Mid-Ag to ROF in exchange for all of the outstanding
stock of ROF.  On March 14, all of the outstanding stock of ROF was
issued to the Company in exchange for 10,000,000 restricted common
shares of the Company plus options to purchase an additional
3,000,000 shares of the Company.  As a result of this transaction,
ROF became a wholly-owned subsidiary of the Company.  For
accounting purposes, ROF is deemed to be the acquiring corporation
and, therefore, the transaction is being accounted for as a reverse
acquisition of the Company by ROF.  Prior to March 14, 1997, the
Company operated a hunting and sporting clays club and had
insignificant operations.

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<PAGE>
     On May 19, 1997, the Board of Directors of the Company
approved an Agreement to exchange Stock pursuant to which the
Company issued 1,538,462 restricted common shares of the Company in
exchange for all of the issued and outstanding shares of Midland
Cattle Company, Inc., an Iowa corporation ("Midland").  Started in
1985, Midland Cattle Company, as an Iowa joint venture, Midland
reorganized on May 19, 1997 as a corporation formed under the laws
of the state of Iowa.  Midland is in the cattle brokerage business,
supplying area feedlots with feeder cattle and actively marketing
fed cattle.  Midland's operations include acting as a broker for
individuals and organizations looking to buy or sell cattle and
Midland may purchase cattle short or long to cover customer
requirements.

     On December 12, 1997, the Company formed another subsidiary,
Red Oak Feeders, LLC, an Iowa limited liability company,
("Feeders").  Feeders was formed to develop a supply of CHB by
financing the feeding of Hereford cattle for sale to ROF.  On
December 30, 1997, Feeders entered into a Nebraska partnership,
"Quality Feeders", with MoorMan's, Inc.  The partnership was formed
to feed and raise CHB.  Feeders has a 50% interest in Quality
Feeders.

     The primary business activities of the Company are conducted
through its subsidiaries, ROF and Midland.  ROF is engaged in the
management and marketing of CHB products.  In this effort, ROF
markets the CHB products and arranges the appropriate processing,
packaging and delivery.  Midland is engaged in the production of
CHB cattle and in this effort Midland buys and sells feeder cattle
in wholesale markets and places Hereford feeder calves and
yearlings with feedlots approved for the CHB program.
 
AMERICAN HEREFORD ASSOCIATION AGREEMENT

     The Company negotiated an Agreement with the American Hereford
Association ("AHA") whereby the AHA granted the Company the
exclusive marketing rights for the Association's CHB program. 
Pursuant to the Agreement, the Company uses its best efforts to
procure, identify, distribute, market and sell CHB to licensed
users of the program.  The Agreement imposes performance standards
on the Company; should the Company fail to meet the performance
standards for a specific calendar year, then the Company has the
option of paying a cash differential or allowing the AHA to
terminate the Agreement.  In addition, the Agreement requires the
Company to pay the AHA a royalty fee calculated on CHB cattle
processed.

     For the calendar year ended December 31, 1997, ROF certified
32,031 head of fed cattle as Certified Hereford Beef.  Terms of the
Agreement with the AHA required a fee of $5.00 per certified head
with a minimum fee of $500,000 guaranteed by ROF to the AHA of
which $300,000 was due and payable by August 31, 1997 and the
balance of $200,000 due and payable by December 31, 1997.  ROF fees
paid for certified cattle totaled $160,155.  Additional fees paid
or accrued to meet minimum requirements of the Agreement totaled
$339,845.

     For 1998, the Agreement requires fees of $6.00 per head for
the first 100,000 certified head processed with a minimum guarantee

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of $725,000 due and payable by December 31, 1998, of which $425,000
is due and payable by August 31, 1998.  Per head fees will be
negotiated per terms of the Agreement for calendar year 1999 with
a minimum fee guarantee established at $850,000.

MOORMAN'S AGREEMENT

     The Company entered into an exclusive Feed Supplement
Agreement with MoorMan's, Inc. to develop a specialized feeding
program to be a part of the Company's total quality management
program.  A total quality management program is a defined and
documented plan which identifies and monitors all critical
processes, procedures or inputs which affect the quality of the end
product.  Pursuant to the Agreement, the Company agreed to require
all sellers of cattle purchased by the Company as CHB to place and
maintain such cattle exclusively in feedlots and feed yards which
purchase, and have fed to such cattle for a minimum of one hundred
(100) days, all of their beef nutrient products from MoorMan's,
Inc.  In consideration of requiring CHB sellers to feed MoorMan's
products, MoorMan's agreed to supply necessary capital resources to
help finance retained owner/investor cattle.

     At December 31, 1997, ROF had a loan from MoorMan's in the
amount of $1,000,000, payable  with interest at 1.75% over prime,
paid monthly.  The principal payments start November 1, 1998 for a
period of thirty-six (36) months.  The Company is current on its
obligation to MoorMan's, however, the Company is in technical
noncompliance with certain loan provisions.

NEBRASKA BEEF AGREEMENT

     In November 1997, the Company changed its beef processing
company from Beef America to Nebraska Beef.  On March 25, 1998, the
Company finalized a three year slaughter and fabrication agreement
with Nebraska Beef.  Under this Agreement, Nebraska Beef has agreed
to slaughter and fabricate 500 - 4,500 head of cattle per week.  If
the carcass count falls below these numbers in any given week,
Nebraska Beef has the right to terminate the agreement.  Nebraska
Beef has also agreed to purchase all carcasses that do not meet
United States Department of Agriculture ("USDA") specification for
CHB.

BRANDED BEEF INDUSTRY AND COMPETITION

     The Company is a new entry into "branded" beef marketing. 
Branded or private label beef products have been in existence in
one form or another for about as long as the packing and retailing
industries.  However, breed specific programs have developed
primarily in the last decade with the American Angus Association's
Certified Angus Beefregistered trademark Program ("CAB") leading the
field in sales.

     Examples of branded products in other industries include
Starbucks registered trademark, Coke registered trademark, Kleenex
registered trademark, Tyson's registered trademark chicken and
Oscar Mayer registered trademark wieners.
                              5
<PAGE>

     Historically, beef has been a generic product.  There are
eighty-one known breeds of cattle and numerous cross-breeds.  Many
of these breeds are better known for their strength or size rather
than for their culinary qualities.  The USDA grading scale is based
on several factors including maturity, color and "marbling" (the
observed degree of intramuscular fat), regardless of breed.  While
more marbling has been thought to represent more pleasing levels of
tenderness, juiciness, flavor and palatability, it is now believed
that marbling accounts for only about 10% of these qualities and
that genetics, not grades, are the primary determinant in
differences in taste and tenderness.

     The Company's CHB is a premium branded beef product that
capitalizes on the consumer sensory qualities of tenderness,
juiciness, flavor and palatability inherent in Hereford cattle
genetics.  Numerous studies and reports provide unbiased
documentation of the consistency and quality of Hereford beef,
including the AHA's landmark study in 1992.  This study spanned
four years and the results proved Hereford beef consistently rated
superior to USDA upper and lower Choice and USDA Select in
tenderness, juiciness, flavor and palatability.  These results
indicate that there is a definite need and opportunity for the
Company's CHB in the beef merchandising arena.  The genetic
research, product development, promotion design, quality management
processes and consumer appeal of the product palatability
characteristics of CHB are all factors which suggest the Company's
CHB can compete not only in the commodity beef market, but on a par
with the most widely recognized U.S. branded beef product, CAB.

     The Company's CHB is a unique beef product that differentiates
itself from commodity beef in many ways.  The AHA has received U.S.
Trademark approval for the CHB name and logo.  The name, logo and
program concepts have been created by and are solely the property
of the AHA.  The Company is under contract with the AHA and has
exclusive license to market CHB.  Only AHA approved and licensed
Company customers will be authorized to use the CHB name, logo and
program information.  Through the AHA, the Company has access to
12,500 plus feeder calf suppliers for CHB program cattle.

     The CHB program must satisfy standards established by the AHA
for genetics, breeding, appearance and feeding and then satisfy
USDA requirements during packing that confirm the characteristics
of the Hereford breed.  The Company, as the exclusive licensee of
the CHB trademark, oversees the procurement, feeding and processing
of Hereford beef in conformance with AHA and USDA requirements. 
AHA inspectors visually identify calves and yearlings as Hereford
or Hereford British cross breeds coming off the ranch or entering
the feedlot.  When possible, calves are provided ear tags that
identify them as certified Herefords so their feed, growth and
processing can be monitored more closely.  All CHB cattle are fed
a corn-based ration with uniform, vegetable based protein
supplements and no animal protein by-products to develop consistent
robust flavor and tenderness.  A Company buyer will notify the
packing plant in advance of the arrival of CHB program cattle.  CHB
personnel supervise the processing of CHB in each packing facility
in conjunction with grading by USDA inspectors.  No CHB will
qualify for certification without satisfying AHA criteria and USDA
inspection and certification.

     One of the difficulties with commodity beef is the
inconsistency of quality due to the inclusion of a wide variety of
breeds.  CHB provides a consistent product with little variation in

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<PAGE>

quality.  To further this product consistency, CHB includes only
upper choice, lower choice and select grades.  Prime grade Hereford
beef is sold to packers as a premium grade of commodity beef for
resale through commodity beef distribution channels.

     In conjunction with providing a premium product, the Company
is pursuing a Total Quality Management ("TQM") program involving
complete process control throughout the entire production and
marketing system.  Although not ISO certified, the Company is
employing techniques and procedures consistent with ISO-9000, the
international standard for quality control, allowing the Company to
bring to the beef industry a higher level of quality.  This TQM
process involves unbiased third party oversight by the USDA.  The
Company has conducted a pilot program with the USDA Agricultural
Marketing Service, Livestock and Seed Division, Meat Certification
and Grading Branch.

     The most widely recognized branded beef product, CAB is the
largest competitor of the Company, although other private label
branded beef producers are also competitors.  Some of these
competitors have been in existence longer than the Company and may
be better capitalized and have better access to financial and
marketing resources superior to those available to the Company.

     In addition to direct competition with other branded beef
products, competition within the beef packing/processing industry
is concentrated among a small number of processors.  The three
largest beef packers in the United States; Monfort, a subsidiary of
Con-Agra; Iowa Beef Processors; and Excel, a subsidiary of Cargill,
currently control approximately 80% of the processing market. 
While these beef packers are primarily engaged in commodity beef
production, there is no assurance they will not attempt to increase
their presence in the branded beef segment of the market.  With the
depth of financial resources and name recognition these packers
possess, their entry into the branded beef market would pose
serious competition to the Company.

MARKETING AND SALES

     Potential customers of CHB consist primarily of quality and
value-oriented up-scale retail supermarket stores, food-service
outlets, high end restaurants and export accounts.  The Company,
with full assistance from the AHA, coordinates market development
and initiates sales accounts.  The Company, along with the AHA,
have developed marketing brochures and pamphlets to professionally
present the CHB program.  

     The Company currently has hotel, restaurant and institutional
customers as well as a number of distributors and retail customers. 
As of December 31, 1997, the Company had a retail store base of 54. 
A sampling of the Company's supermarket and restaurant clientele
includes:

     SUPERMARKETS

     Sutton Place Gourmet in New York, Connecticut
         and Washington,DC
     Steele's Markets in Colorado
     Miller's Markets in Indiana
     Sunshine Foods in South Dakota

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     RESTAURANTS    

     The New York Hilton
     The Riviera in Las Vegas
     The Hilton Santa Fe
     The Fort in Denver
     The Waldorf-Astoria in New York

     The Company employs regionally based field sales personnel and
in-house sales personnel to sell CHB products to its customers. 
Emphasis is placed on professionally developed and personally
delivered sales presentations direct to retail supermarket chains
and food-service distributors.  The Company also sells a small
amount of mail-order steaks to individuals and investors.

     In late 1997, the Company was awarded the American Tasting
Institute's "Best Restaurant Beef in America" for the second year
running, as well as the Institute's "Best Supermarket Beef in
America" award for the first time.  The Company participates in a
series of "Top 100" food-service product receptions/tastings the
Institute conducts in several large U.S. cities each year.  From
time to time, the Company participates in trade show marketing
events in partnership with the AHA to promote CHB to the retail and
food-service industries.

     For 1998, the Company has initiated distributor based sales
direct to food-service customers through Freshnex.  This new
company is a "virtual distributor" who facilitates business to
business perishable sales transactions similar to the FedEx
delivery system, with one or two day delivery.  The differentiating
element of Freshnex relative to FedEx is that Freshnex actually
assumes ownership of the product which is billed by the shipper,
extends that vendor's payment terms and invoices the customer on a
fee basis.  Although still in the concept design and start-up
phase, Freshnex offers a new opportunity to develop sales direct to
food-service customers, by-passing the need to develop a large
distributor network.

     The Company continually strives to develop a customer base
that maximizes carcass utilization.  The ideal customer mix is a
cross-section of retail, food-service and export customers who
predominantly purchase different carcass product mixes.  Sales
efforts of the Company are strategically designed to develop and
balance a broad customer base in the various customer segments for
CHB.

     Because the Company is still in the process of building a
larger customer base, a significant portion of its sales of CHB are
to "commodity customers."  The percent of "branded sales" (sales of
CHB to licensed customers) is an important barometer in measuring
the Company's financial performance.  Since CHB is primarily sold
in a fresh state, the products must be sold relatively quickly. 
Consequently, all product not sold to "branded customers" must be
sold to "commodity customers" who do not recognize the premium
value of CHB product and will only pay commodity prices.

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     In January, 1997, the Company had two retail customers
purchasing Certified Hereford Beef.  During January, Finast
Supermarkets, Inc., a division of Ahold, USA was merged into a
sister company and new management changed their beef merchandising
strategy.  Finast was a very significant customer of the Company at
that time and the loss of their business was detrimental to the
performance of the Company.  This single account represented over
90% of the Company's branded CHB sales to the retail supermarket
industry at that time.

     As a result of this extraordinary loss in customer base, the
Company refocused its sales strategies.  New sales efforts
concentrate on developing smaller independent supermarket groups
and small to mid-sized supermarket chains.  In May, the Company
added Steele's Markets to its customer base and continued to
successfully grow the number of retail supermarket customers
through October.  The end result of the shift in sales strategy is
allowing the Company to develop a broader customer mix, reducing
the percent of sales to any single customer and eliminating some of
the risk of concentration to the Company for customer attrition.

     In August of 1996, the Company entered into a Supply Agreement
with the Veladi Ranch Steakhouse ("VRSH") chain in San Antonio,
Texas.  This Supply Agreement expired effective December 31, 1997
and was not renewed.  At the time the agreement was structured, it
complemented the retail branded sales of CHB to Finast with the
food-services sales to VRSH, with both entities very significant
customers of the Company.

     During the period following the loss of the Finast account and
for much of the time the agreement remained in force, the Company
was obligated to process CHB cattle to fulfill the VRSH terms at
substantial economic loss to the Company.  The product sales mix
was unfavorable and heavily skewed towards food-service, creating
a significant increase in lower priced commodity sales.  
     The Company increased the branded sales from approximately ten
percent in February 1997 to just over fifty percent in October and
November 1997.  Late in 1997, the decline in foreign currencies
temporarily interrupted the Company's export sales to Korea.  As a
result, branded sales (in pounds) dropped below forty percent for
the month of December.  After nearly a four month void in export
shipments, the Company subsequently resumed shipments of CHB to
Korea in late March 1998 and anticipates further export sales to
both Korea and Japan.

     The Company continues to target retail and food-service
customers with the goal of achieving eighty percent or more of its
product tonnage in branded CHB sales.  Further branded business
development should allow the Company to reach its goal,
particularly with the increases in the retail supermarket customer
segment.

SOURCES AND AVAILABILITY OF RAW MATERIALS

     ROF does not raise or feed cattle at the present time. 
Midland, a sister company, is in the business of identifying,
sourcing, brokering and/or purchasing and reselling feeder and fed
cattle.  Midland is primarily responsible for developing the supply

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of CHB for ROF and the CHB program.  The cattle are fed in
participating feedlots, monitored by ROF and Midland personnel, and
inspected and approved by AHA personnel.  ROF manages an extensive
computer database which tracks the available inventories of live
cattle potentially eligible for harvest as CHB.  AHA personnel
assist in the sourcing of eligible feeder cattle.  Nearly all the
cattle fed for the CHB program are in Nebraska and Iowa with a
small number fed in neighboring states.  ROF requires participating
cattle feeders to feed corn-based rations, supplemented with
Vitamin E and free of animal protein by-products.

RESEARCH AND DEVELOPMENT

     The Company has not spent any significant funds on Research
and Development activities in 1997 and does not have current plans
for allocating significant funds for such activities in 1998.

EMPLOYEES      

     The Company incurred additional overhead expenses in hiring
personnel and improving leased office space in support of the
Company going public in March 1997.

     As of December 31, 1997, the Company employed a total of
twenty-seven (27) employees of which twenty (20) are at ROF and
seven (7) are at Midland.  Two people are full time contract
employees and one person is a part time contract employee.  One of
Midland's employees is a sales representative who receives a base
salary and commission for sales.  Midland also pays commission to
approximately ten (10) independent sales people.

     Approximately 40% of the Company's employees support sales and
marketing, 40% support administrative functions and 20% are
involved in operations.

     During the latter part of 1997, the Company experienced some
attrition of several key employees.  The Company has since replaced
these employees, however due to the loss of the employees and the
length of time it took to replace the employees, the Company
experienced some disruption in its operations.  In an effort to
reduce the impact of any future employee attrition, the Company is
cross-training employees and implementing control procedures.  

OPERATIONS OF THE COMPANY

COMPANY SUBSIDIARIES

     The majority of the Company's business is transacted through
its wholly owned subsidiaries, Red Oak Farms and Midland Cattle
Company.

     RED OAK FARMS, INC.  ROF was originally established in August
1994 as Mid-Ag L.C., an Iowa limited liability company and was
reorganized as Red Oak Farms, Inc., an Iowa corporation on February
24, 1997.  The Company acquired ROF as the result of a share

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exchange on March 14, 1997.  ROF is in the business of processing,
slaughtering and marketing the Company's CHB products.

     ROF is engaged in the following business practices and/or
activities related to the production and marketing of CHB:

     *    Slaughtering, fabricating and further processing of CHB
           products

     *    Warehousing, inventory control and distribution of CHB

     *    Development of CHB retail and food service accounts, both
          domestically and internationally through cooperation with
          the AHA

     *    Sales, marketing, merchandising and promotion of CHB to
          all accounts

     ROF is primarily engaged in producing fresh CHB products for
domestic retail supermarket and restaurant customers.  ROF also
exports some CHB products to Pacific Rim countries.  The Company
sells to retail supermarket chains direct and/or through
distributors and wholesale cooperatives.  ROF sells to restaurants
through various distributors, including some who further process
CHB products into food-service portions and other consumer beef
products.  As part of the production process, ROF produces edible
and inedible carcass products such as variety meats and hides which
are typically sold to the processor contracted to provide
harvesting and fabrication services.

     ROF customers include both "branded" and "commodity" customer
profiles.  Branded customers are considered those who recognize the
"brand quality" status of CHB and pay premium prices for CHB
products compared to similar commodity products offered for sale by
ROF's competitors.  Many of these branded customers become licensed
by the American Hereford Association, allowing them to promote the
CHB name and logo trademarks to consumers through their business
operations.  A significant percentage of ROF's CHB production is
presently sold to "commodity" customers who have not subscribed to
the premium status of CHB products and consequently pay prices for
CHB products similar to those prices paid for ROF's competitor's
commodity products.  The CHB products do not maintain their
"branded status" through commodity distribution and consumer
marketing channels and the products lose their brand name identity
at the consumer purchasing level.

     ROF has a sales network to service its customers which
includes both in-house and regionally based sales persons.  The
Company utilizes the service of brokers on a very limited basis to
represent its CHB products in certain markets.

     ROF produces and markets CHB under an exclusive licensing
agreement with the AHA.  The Agreement allows ROF to exclusively
represent and market CHB products worldwide pursuant to the
Company's ability to meet performance criteria outlined in the

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Agreement.  The AHA is a non-profit breed registry for the Hereford
breed of cattle with about 10,000 members in the United States. 
The Hereford breed of cattle is one of the most popular and
prominent breeds of cattle in the United States and the world. 
"Certified Hereford Beef" and the associated logo are registered
trademarks of the AHA who has sole authority over their licensing
and usage.

     ROF does not currently own, lease or operate any of its own
production or processing facilities for the production of CHB. 
Rather, it contracts or otherwise arranges for "co-pack" or
"custom-packing" services provided on a fee basis by other
companies.  These service providing companies invariably produce or
market branded and/or commodity products which represent some 
competitive status relative to ROF's sales of CHB products.  ROF's
primary processing activity is reducing live fed cattle eligible
for certification as CHB to carcass form.  The carcasses are then
graded and submitted for certification by USDA graders before being
further fabricated and processed into fresh boxed beef primals and
associated trim, fat and bone products.  Carcasses which do not
meet the established criteria for USDA Certification as CHB are
typically sold to the processor providing the processing service,
for similar fabrication into commodity beef products.

     From January until November 1997, ROF maintained a processing
agreement with Beef America, Norfolk, Nebraska.  During the time
frame from August through October 1997, Beef America had two USDA
product-recall incidents, which partially influenced ROF to seek
alternative processing.  In November, ROF began using processing
services at Nebraska Beef, Omaha, Nebraska and continues to harvest
and fabricate CHB at this location.  Nebraska Beef had formerly
processed CHB for ROF.  In addition, ROF was able to negotiate
reduced processing fees at the time of the change.  These factors
served as the determining factors for the change in processors.

     A term of the Agreement with the AHA requires the Company to
maintain a beef processing agreement.  To date, the Company has
been able to negotiate processing agreements on terms favorable to
the Company.  Should the Company terminate its current beef
processing contract, there are numerous fabricating and processing
facilities in the area and the Company believes it could obtain a
replacement processor at favorable rates.

     ROF purchases most CHB in dressed carcass form using a "grid"
schedule to determine the value of each individual carcass.  The
grid is developed and changed periodically to provide incentive to
fed cattle suppliers to produce the most appropriate CHB product to
ROF.  Each carcass is valued on a cents per pound basis on the hot
carcass weight, with premiums paid over an established market base
price at the time of harvest, according to specific yield and
quality grades.  Discounts are applied to the base price for
carcasses which do not conform to the USDA G-10 Schedule
established by the AHA.  As soon as the carcass data is recovered
and entered into a database, remittance is forwarded to the owner
of the cattle at the time of harvest.  At times, ROF may pay a flat
base or premium price or buy the cattle on a live basis.  ROF
personnel are routinely assigned to monitor the harvest,
certification and fabrication processes.

     Sales personnel supervise the inventory, pricing, shipping and
other distribution of CHB products.  CHB products are distributed

                               12
<PAGE>
nationally from the processing locations.  ROF field sales
personnel further assist branded customers with training,
marketing, promotional and advertising functions.

     MIDLAND CATTLE COMPANY.  Midland was originally organized as
an Iowa joint venture in 1987.  In May 1997, Midland was
reorganized as an Iowa corporation and acquired by the Company in
a stock for stock exchange.  Midland is in the business of cattle
procurement and dealer organization and is the supplier of CHB for
the Company.

     Midland is engaged in the following business practices and/or
activities related to the production of CHB:

     *    Genetic identification, sourcing and procurement of
          cattle eligible for CHB

     *    Feedlot placement of cattle sourced for the CHB program


     Midland is primarily engaged in the brokering or trading of
live feeder cattle from cow-calf producers and/or feeder cattle
stockers/backgrounders to cattle feeders.  Midland sources and
procures feeder cattle from throughout the major cattle producing
areas of the United States and Northern Mexico.  While most of
Midland's sales are represented by feeder calves and yearlings
destined for feedlots, Midland also periodically sells producing
cows and fed cattle to other producers and beef packers.

     Midland utilizes in-house procurement agents, field
procurement agents, commission-based purchasing agents, and AHA
field representatives located in certain geographic regions of the
country and/or specific livestock auction markets to purchase
cattle.  Midland maintains a broad and diverse network of cattle
market contacts with its agents to producers, auction markets and
feedlots throughout the United States.

     Midland deals in commodity cattle of all types, but since the
inception of the CHB program has specialized in sourcing, procuring
and selling Hereford feeder cattle to participating CHB feedlots
located primarily in Iowa and Nebraska.  Midland sources cattle in
large numbers from the Central and Southern Plains states, Texas
and the Southwest states, the Pacific Northwest states and the
Southeastern U.S.  It has customers from Texas to the Dakotas, but
sells primarily to feedlots within a 300 mile radius of Omaha,
Nebraska, one of the more concentrated cattle feeding regions of
the U.S.

     Cattle brokered by Midland may transfer direct from the ranch
or auction market to stockers or feedlot customers.  Or they may be
delivered to sorting facilities owned and managed by the company in
Red Oak, Iowa to be rested, re-sorted into more homogeneous,
uniform lots and resold and shipped to customers on specification
orders.
                               13
<PAGE>

     Midland's customer base is diverse, consisting of smaller
farmer/feeders, independent operators and large commercial
feedyards from the corn belt to the central plains.  Midland is the
primary source for engaging feedlots to feed CHB and establishes
and maintains good relationships with a very competitive group of
feeding entities.

     Midland is the primary source for developing the supply of
feeder cattle enrolled in the CHB program.  Revenues are generated
by sales of all types of cattle and from fees collected for
enrollment and marketing services provided for cattle fed for and
marketed into the CHB program.

     Midland serves as the procurement agent for fed cattle
destined for the CHB program.  Midland personnel establish the base
price for which ROF assigns price values for each carcass using a
grid formula based on hot carcass weight and quality and yield
grade factors. They are also involved in assisting in the
maintenance of ROF's cattle on feed records and in maintaining the
quality, type and marketing timeliness of CHB program cattle.

     RED OAK FEEDERS, LLC.   Feeders, an Iowa limited liability
company, was formed on December 12, 1997.  Feeders was formed to
develop a supply of CHB for the Company by financing the feeding of
CHB cattle for sale to ROF.  Feeders intends to issue notes to
experienced cattle investors and use the proceeds for the limited
purpose of feeding cattle.  Enterprises such as Feeders are
sometimes known as "feeder clubs" and are common in the cattle
business.  Feeders commenced operations at the end of December
1997.

     Feeders  formed a Nebraska partnership with MoorMan's, Inc. on
December 30, 1997, known as "Quality Feeders."  The Company has a
50% interest in the partnership.  Quality Feeders will feed and
raise CHB and ultimately supply the Company with sufficient CHB to
meet customer demands.  Quality Feeders buys cattle from Midland
and other cattle dealers (who identify the cattle as CHB) then
places the cattle on feedlots and oversees the feeding pursuant to
CHB standards.  There are currently approximately 6,000 head in the
program.
  


               ITEM 2.  DESCRIPTION OF PROPERTY
                               
                               
                               
     The Company leases office space from Cimmaron Properties, an
entity owned by the Company's President, Gordon Reisinger and his
wife, Barbara.  The annual cost of the one year lease is $48,000. 
The Company believes the rental is at least as favorable as what it
could obtain from an unaffiliated party.  The leased office space
of approximately 4,700 square feet, houses the Company's
subsidiaries.
                             14
<PAGE>

     The Company, through its Midland subsidiary, leases a feedlot
in Red Oak, Iowa and owns the buildings, equipment and vehicles
located on the feedlot.  The lease is for a fifteen year term of
which ten years remain and is at a rate of $3,300 per month.  The
feedlot, cattle pens, barns and working facilities are contained
within approximately ten acres with additional pasture land
available.  
     

                               
                  ITEM 3.  LEGAL PROCEEDINGS
                               
                               

     To the knowledge of management, there is no material
litigation pending or threatened against the Company or its
management.  There is, however, an administrative proceeding before
the United States Department of Agriculture initiated on July 16,
1997, by the Grain Inspection Packers and Stockyards Administration
against Cimmaron Properties, Ltd., Wall Lake Cattle, Co., Inc.,
Midland Cattle Company and Gordon Reisinger.  The complaint alleges
violation of 7 USC section 181 et seq. by failing to pass on to customers
original purchase shrink weight allowances when reselling livestock
in seven instances and failure to maintain adequate records.  Legal
counsel has indicated that there is no evidence of a breach of the
statute.  The Company believes the allegations are based on the
Government's mistaken belief that the Company was acting as a
broker, when, in fact, the Company owned the cattle involved.  The
Company declined an opportunity to settle the case and intends to
vigorously defend itself.

     The Company anticipates filing a Motion seeking summary
disposition of the case without an administrative hearing.  If the
pre-hearing motion is not sustained, an administrative hearing will
be held on the merits.

     The Company is not aware of any other material pending or
threatened litigation to which the Company or any directors,
officer or affiliate of the issuer is or would be a party.



           ITEM 4.  SUBMISSION OF MATTERS TO A VOTE 
                      OF SECURITY HOLDERS
                               
                               

     No matters were submitted to a vote of the Company's
shareholders during the fourth quarter of the fiscal year ending
December 31, 1997.

                              15
<PAGE>

                            PART II
                               
                               
                               
            ITEM 5.  MARKET FOR COMMON EQUITY AND 
                  RELATED STOCKHOLDER MATTERS
                               
                               

     The Company's common stock is listed on the Over-The-Counter
Bulletin Board under the symbol "HERF."  As of December 31, 1997
the Company had 303 shareholders holding 14,679,415 common shares. 
Of the issued and outstanding common stock, 1,359,300 are free
trading, the balance are "restricted securities" as that term is
defined in Rule 144 promulgated by the Securities and Exchange
Commission .  The Company has never declared a dividend on its
common shares and does not intend to pay cash dividends on its
common shares in the near future.

     The Company's COMMON stock began trading in November of 1996. 
The published bid and ask quotations for the previous two fiscal
years are included in the chart below.  These quotations represent
prices between dealers and do not include retail markup, markdown
or commissions.  In addition, these quotations may not represent
actual transactions.
   
                                BID PRICES          ASK PRICES
                              HIGH      LOW       HIGH      LOW

1996                
First Quarter ended March 31   N/A       N/A       N/A       N/A
Second Quarter ended June 30   N/A       N/A       N/A       N/A
Third Quarter ended Sept. 30   N/A       N/A       N/A       N/A
Fourth Quarter ended Dec. 31   2.25     2.00      3.00      3.00

1997                
First Quarter ended March 31  6.4375    2.00     6.5625    3.00
Second Quarter ended June 30  6.8125    6.375    6.875     6.500
Third Quarter ended Sept. 30  7.03125   6.500    7.125     6.625
Fourth Quarter ended Dec. 31  6.96875   3.4375   7.03125   3.625

     The foregoing figures were furnished to the Company by the
National Quotation Bureau, 1 Penn Plaza, 15th Floor, New York, New
York 10001.

PREFERRED STOCK

     The Company has authorized and issued 200,000 shares of Series
A Preferred Stock, par value $.001 per share with no voting rights. 
The Series A Preferred Stock is senior to the Company's common
stock and provides dividends payable monthly at a rate of $0.042

                                 16
<PAGE>

per Share of Series A Preferred Stock.  Dividends are cumulative
and accrue interest at the rate of 10% per year.  The Series A
Preferred Stock is redeemable by the Company upon notice for either
(a) $5.00 per share plus accrued dividends or (b) by conversion
into shares of common stock based on the market price of the common
stock on the date of conversion.

SALES OF UNREGISTERED EQUITY SECURITIES

     In March 1997, the Company commenced a private offering
pursuant to the Securities and Exchange Commission Act of 1933, as
amended, Regulation D, Rule 506, for 1,500,000 Units at $3.00 per
Unit.  Each Unit consisted of one share of the Company's common
stock and a warrant to purchase one share of the Company's common
stock at $5.00 per share.  The Company completed the offering in
September 1997.

     In January 1998, the Company initiated a private offering
pursuant to Securities and Exchange Commission Act of 1933, as
amended, Regulation D, Rule 506, of Units at a price of $4.00 per
Unit.  Each Unit consists of one share of the Company's common
stock and a warrant to purchase one share of the Company's common
stock at $6.00.  The offering is for a minimum of $1,000,000
(250,000 Units) and a maximum of $3,360,000 (840,000 Units).  As of
March 28, 1998, the Company has raised $1,000,500 through the sale
of 250,125 Units before deducting offering expenses of $112,896.



             ITEM 6.  MANAGEMENT'S DISCUSSION AND 
   ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


          
BASIS OF PRESENTATION

     Red Oak Hereford Farms, Inc., (the "Company"), is a Nevada
corporation (previously named Wild Wings, Inc.) that is engaged
through its wholly-owed subsidiary, Red Oak Farms, Inc., ("ROF") in
the business of selling premium branded, fresh beef to retail and
food service markets and extends unsecured credit to customers
predominantly located in the southwest and midwest United States. 
The principal offices of the Company are located at 2010 Commerce
Drive, Red Oak, Iowa 51566.  The Company was incorporated under the
laws of the State of Colorado on July 7, 1989 originally as Winter
Ventures of Colorado, Inc.  In December 1994, the Company's
shareholders approved a name change to Wild Wings, Inc., and a
change of corporate domicile from Colorado to Nevada.

     In February 1997, Red Oak Farms, Inc. ("ROF") was formed with
the members of Mid-Ag, Inc., an LLC, contributing the assets and
liabilities of Mid-Ag to ROF in exchange for all of the outstanding
stock of ROF.  On March 14, all of the outstanding stock of ROF was
issued to the Company in exchange for 10,000,000 restricted common
shares of the Company plus options to purchase an additional
3,000,000 shares of the Company.  As a result of this transaction,
ROF became a wholly-owned subsidiary of the Company.  For
accounting purposes, ROF is deemed to be the acquiring corporation
and, therefore, the transaction is being accounted for as a reverse

                             17
<PAGE>
acquisition of the Company by ROF.  Prior to March 14, 1997, the
Company operated a hunting and sporting clays club and had
insignificant operations.

     On May 19, 1997, the Board of Directors of the Company
approved an Agreement to exchange Stock pursuant to which the
Company issued 1,538,462 restricted common shares of the Company in
exchange for all of the issued and outstanding shares of Midland
Cattle Company, Inc., an Iowa corporation ("Midland").  Started in
1985, Midland Cattle Company, as an Iowa joint venture, Midland
reorganized on May 19, 1997 as a corporation formed under the laws
of the state of Iowa.  Midland is in the cattle brokerage business,
supplying area feedlots with feeder cattle and actively marketing
fed cattle.  Midland's operations include acting as a broker for
individuals and organizations looking to buy or sell cattle and
Midland may purchase cattle short or long to cover customer
requirements.

     On December 12, 1997, the Company formed another subsidiary,
Red Oak Feeders, LLC, an Iowa limited liability company,
("Feeders").  Feeders was formed to develop a supply of CHB by
financing the feeding of Hereford cattle for sale to ROF.  On
December 30, 1997, Feeders entered into a Nebraska partnership,
"Quality Feeders", with MoorMan's, Inc.  The partnership was formed
to feed and raise CHB.  Feeders has a 50% interest in Quality
Feeders.

     The primary business activities of the Company are conducted
through its subsidiaries, ROF and Midland.  ROF is engaged in the
management and marketing of CHB products.  In this effort, ROF
markets the CHB products and arranges the appropriate processing,
packaging and delivery.  Midland is engaged in the production of
CHB cattle and in this effort Midland buys and sells feeder cattle
in wholesale markets and places Hereford feeder calves and
yearlings with feedlots approved for the CHB program.

     The consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries, ROF, Midland and
Feeders.  The Company has suffered recurring losses and negative
cash flows from operations since its inception due to its start-up
nature in establishing a premium branded Hereford beef product. 
The Company has not yet been successful in establishing profitable
operations and is in technical noncompliance with certain loan
agreements.  Subsequent to year-end, the Company's lenders
terminated their relationships with the Company.  These factors
raise substantial doubt about the ability of the Company to
continue as a going concern.  Management is in the process of
renegotiating loan agreements, completing a private placement
offering and increasing product awareness through marketing efforts
to improve profitability and cash flow.  Sales efforts are being
made to change the product mix of sales to increase the volume
percentage of branded versus commodity sales.  In addition, the
Company has developed a more formal operating plan including
operating budgets to facilitate monthly analysis of operations. 
Although there is no assurance that the Company will be successful
in achieving profitable operations, Management believes these steps
will enhance the Company's ability to achieve favorable operating
results.  In addition, the report of the Company's Independent
Certified Public Accountants contains an explanatory paragraph,
expressing substantial doubt about the Company's ability to
continue as a going concern.
                              18
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     The Company's sources of capital include, but are not limited
to, cash flows from operations, the issuance of private debt, bank
borrowings, and the issuance of equity securities.  As the Company
continues its investment in brand development, these resources will
be critical to the success of the Company.  The Company will
require additional resources to move to the next stage of
development.

     In March 1997, the Company initiated a private offering for
1,500,000 Units at $3.00 per Unit. Each Unit consisted of one share
of the Company's common stock and a warrant to purchase a share of
the Company's common stock at $5.00 per share.  The Company
completed the offering in September 1997 and raised $4,500,000
before deducting $421,685 in offering costs.

     On January 14, 1998, the Company commenced a private offering
of Units at a price of $4.00 per Unit.  Each Unit consists of one
share of the Company's common stock and a warrant to purchase a
share of the Company's common stock at $6.00.  The offering is
being made pursuant to Rule 506 of Regulation D of the Securities
and Exchange Commission Act of 1933, as amended.  The offering is
for a minimum of $1,000,000 (250,000 Units) and a maximum of
$3,360,000 (840,000 Units).  As of March 28, 1998, the Company has
raised $1,000,500 through the sale of 250,125 Units before
deducting offering expenses of $112,896. The Company anticipates
that capital raised from this offering will be used for working
capital and to implement the Company's marketing and consumer
awareness plans.

     At December 31, 1997, ROF had a line of credit which provided
borrowings up to $1,500,000, with a maturity date of January 31,
1998.  On January 31, 1998, ROF's line of credit agreement was
amended to extend the maturity date to February 28, 1998.  The line
of credit was paid and terminated in March 1998.  On February 26,
1998, ROF entered into a bridge financing agreement with A&J Cheese
Company.  The agreement provides borrowings up to $15,000,000 and
bears an interest rate of 12.97%, with thirty days interest payable
in advance at the time of each loan advance.

     On April 13, 1998, ROF entered into an agreement in principle
with KBK Capital Corporation to provide ROF an asset based line of
credit.  The line of credit will provide borrowings up to
$4,000,000.

     Throughout 1997, Midland had a line of credit which provided
borrowing up to $2,500,000.  Midland's line of credit, as amended,
extended the maturity date to March 31, 1998, at which time the
bank terminated the line of credit.  Midland is currently in the
process of liquidating the loan through collateralized lockbox
deposits and negotiating a new financing agreement with other
lenders.

     ROF has made a capital commitment for a management information
system that will require approximately $56,000 to third party
vendors.  The majority of this system cost will be financed through
a lease from IBM.
                              19
<PAGE>

     ROF is exploring value added production alternatives likely to
be performed through third party processors.  However, it may be
necessary to acquire or lease certain production facilities,
production equipment and or processes on a contractual basis to
acquire this production capacity.  At year end 1997, the Company
did not have any capital commitments for value added production.

     At December 31, 1997, the Company had cash on hand of $12,993
versus $-0- at December 31, 1996.  Net cash used in operating
activities was $5.5 million for 1997 compared to $1.6 million for
1996, an increase of $3.9 million or 236.6%, primarily related to
the operating losses and the payment of related operating
liabilities.

     Net cash used in investing activities primarily related to the
purchase of property, equipment and other assets of $80,000 and a
50% equity investment in Quality Feeders of $500,000.

     Net cash provided by financing activities of approximately
$6,100,000  provided the resources in 1997 to fund the operating
and investing activities.  Funds were provided through the sale of
common stock of $5.3 million, the issuance of notes payable of
$500,000 and the utilization of a revolving line of credit of
$400,000.

THE YEAR 2000 - MILLENNIUM BUG

     This concern, known as "The Year 2000" problem or "The
Millennium Bug" is expected to effect a large number of computer
systems and programs after the year 1999.  The concern is that any
computer function that requires a date calculation may produce
errors.  The Company plans on taking all steps necessary to prevent
these errors from occurring.  At present, the Company anticipates
upgrades or fixes for its computing system in order to avoid any
problems resulting from the Millennium Bug will cost approximately
$10,000.

RESULTS OF OPERATIONS

     The Company, through its wholly-owned subsidiaries ROF and
Midland, is in the business of collecting, producing, distributing,
and marketing of CHB branded beef products.  In late December 1997,
the Company formed another subsidiary, Feeders, to enhance the
supply of CHB cattle for sale to ROF.  The objective of the Company
is to provide premium branded beef products to the consumer. 
Channels of distribution are focused on retail, food service, and
export.  The Company's customers are retail and wholesale
businesses that provide premium quality beef products to the
consumer.

     Hereford Cattle are collected through Midland, Quality Feeders
and the direct purchase of CHB from cattle feeders.  These cattle
are currently delivered to Nebraska Beef for processing. 
Slaughtered cattle are classified as CHB and commodity cattle. 
Commodity cattle and related by-products are sold to the third
party processor, Nebraska Beef, by ROF.  CHB cattle are further
processed (fabricated) then made available for sale as CHB to the
Company's customers.

                               20
<PAGE>

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1997, WITH THE YEAR ENDED
DECEMBER 31, 1996.

     NET SALES - Net Sales decreased to $105.3 million in 1997 from
$123.4 million in 1996, a decrease of $18.1 million or 14.7%.  This
decrease is primarily from lower sales volume resulted from the
loss of a large retail customer and a shift in the revenue base
from the percent of "branded sales" to "commodity sales".  Product
not sold to "branded customers" is normally sold to "commodity
customers" who do not recognize the premium value and will only pay
commodity prices.

     COST OF GOODS SOLD - Cost of Goods Sold decreased to $105.9
million in 1997 from $123.7 million in 1996, a decrease of $17.8
million or 14.4%.  This decrease resulted from lower sales volume
demand as the Company is producing a perishable branded product
that for the most part requires  production that correlates with
sales demand.

     GROSS PROFIT OR (LOSS) - Gross Loss increased $239,500 or
74.0% for 1997 from a loss of  $323,500 for 1996, to a $563,000
loss for 1997.  The increase in Gross Loss resulted from an overall
decline in sales and an increase of product sold at commodity
prices.

     OPERATING EXPENSES - Operating expenses increased to $3.7
million in 1997 from $2.2 million in 1996, an increase of $1.5
million or 64.2%.  This increase includes an increase in marketing
expenses, selling expenses and related staff to position the
Company for future sales growth.  In addition, in the fourth
quarter, certain marketing expenses and professional fees, totaling
$717,000, previously charged to Additional Paid in Capital, were
charged to operating expenses materially increasing operating
expenses.

     LOSSES FROM OPERATIONS - Losses from Operations increased to
$4.2 million in 1997 from $2.5 million in 1996, an increase of $1.7
million or 65.5%.  Marketing expenses and professional fees
discussed above contributed $717,000 of this increase.  Although
additional marketing and selling expenses incurred to position the
Company for significant sales growth contributed to the losses, the
majority of the losses can be attributed to the Company not selling
necessary volumes of product at "branded prices" to cover the
minimum operating expenses required to operate the Company
efficiently.

     OTHER INCOME / EXPENSE - Net other expense of $358,900 for
1996 decreased to $280,300 for 1997, a decrease of $78,600,
primarily resulting from interest income.  Interest expense
decreased by $15,500 or 4.3% for 1997 from 1996, to $343,400.

     NET LOSS - As a result of the above, Net Losses increased by
$1.6 million or 54.7% for the Company in 1997 from 1996, to $4.5
million or to 4.3% of net sales for 1997.  The loss per share
increased to $.33 from $.23.

                               21
<PAGE>

IMPLEMENTATION OF NEW ACCOUNTING STANDARDS

     In June 1997, the Financial Accounting Standards Board issued
SFAS No. 130, "Reporting Comprehensive Income".  The new standard
discusses how to report and display income and is effective for
years beginning after December 15, 1997.  When the Company adopts
this statement, it is not expected to have a material impact on the
presentation of the Company's consolidated financial statements.

     In June 1997, the Financial Accounting Standards Board issued
SFAS No. 131, "Disclosures About Segments of an Enterprise and
Related Information".  This standard requires enterprises to report
information about operating segments, their products and services,
geographic areas, and major customers.  This standard is effective
for years beginning after December 15, 1997.  When the Company
adopts this statements, it is not expected to have a material
impact on the presentation of the Company's consolidated financial
statements.

INFLATION

     While inflation has not had a material effect on the Company's
operations in the past, there can be no assurance that the Company
will be able to continue to offset the effects of inflation on the
costs of its products or service through price increase to its
customers without experiencing a reduction in the demand for its
products; or that inflation will not have an overall effect on the
beef market that would have a material affect on the Company.


                               
                 ITEM 7.  FINANCIAL STATEMENTS
                               
                               
     
     The following financial statements of the Company are filed as
a part of this report:

          Reports of Independent Certified Public Accountants;
          Consolidated Balance Sheets as of December 31, 1997 and
           December 31, 1996;
          Consolidated Statements of Operations for the years ended
           December 31, 1997 and December 31, 1996;
          Consolidated Statements of Stockholders' Equity for the
           years ended December 31,1997 and December 31, 1996;
          Consolidated Statements of Cash Flows for the years ended
           December 31, 1997 and December 31,1996;

          Notes to Consolidated Financial Statements.

     The financial statements of the Company are set forth
immediately following the signature page to this Form 10-KSB.

                               22
<PAGE>
                               
    ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH  ACCOUNTANTS
            ON ACCOUNTING AND FINANCIAL DISCLOSURE
                               
                               

     On December 22, 1997, Baird Kurtz & Dobson resigned as the
Independent Certified Public accountants of the Company.  During
the two most recent fiscal years there have been no disagreements
with Baird Kurtz & Dobson on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure or any reportable events.  Baird Kurtz & Dobson's report
on the financial statements for the past two years contained no
adverse opinion or disclaimer of opinion and was not qualified as
to audit scope or accounting principles.  The accountant's report
contained an explanatory paragraph regarding substantial doubt
about the Company's ability to continue as a going concern for a
reasonable period of time.

     On March 13, 1998, the Company retained BDO Seidman, LLP as
the Company's Independent Certified Public Accountants.



                           PART III
                               
                               
                               
      ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, 
             AND CONTROL PERSONS; COMPLIANCE WITH
               SECTION 16(a) OF THE EXCHANGE ACT 
                               
                               

     The following table sets forth as of December 31, 1997 the
name, age, and position of each executive officer and director and
the term of office of each director of the Corporation.

     Name         Age   Position            Director or Officer Since

Gordon Reisinger   58   President, Director           March 14, 1997

John Derner        47   Chairman of the Board, VP     March 14, 1997

Charles Kolbe      56   Secretary, Director           March 14, 1997

Harley Dillard     49   Treasurer, Chief Financial
                           Officer                 December 10, 1997

David Ellicott     39   Assistant Secretary           March 14, 1997

James Powell       67   Director                      April 25, 1997

                                  23
<PAGE>

Leo DeSpain        57   Director                 March 14, 1997

Gene Weise         68   Director                 April 25, 1997

Norman Peterson    57   Director                 October 24, 1997

Henry H. Dickenson 64   Director                 October 24, 1997

     All officers hold their positions at the will of the Board of
Directors.  All directors hold their positions for one year or
until their successors are elected and qualified.  

     Set forth below is certain biographical information regarding
each of the Company's executive officers and directors:

     GORDON REISINGER, DIRECTOR AND PRESIDENT.  Mr. Reisinger
resides at Rural Route 3, Red Oak, Iowa, 51566 and has been
involved in many aspects of the cattle business.  Prior to its
acquisition by the Company, Mr. Reisinger was the managing partner
and a 33.33% owner in Midland Cattle Company in Red Oak, Iowa which
he formed in 1987.  Midland is a cattle brokerage firm which buys
and sells feeder cattle nationwide, including cattle for the CHB
program.  Mr. Reisinger was also a managing partner and a 33.33%
owner in Mid-Ag prior to its acquisition by the Company.  Mr.
Reisinger has managed the Eldora Livestock auction his father built
in 1939 and has been active in family farming and cattle
operations, cattle feeding, commercial and farmer feedlot quality-
control auditing and nationwide cattle brokering his entire life. 
Mr. Reisinger holds a Bachelors Degree in Animal Science from Iowa
State University.

     JOHN DERNER, CHAIRMAN OF THE BOARD AND VICE-PRESIDENT.  Mr.
Derner resides at 2353 213 Avenue, Milford, Iowa 51351 and owns and
manages an 8,000 head cattle feedlot and a substantial row crop
operation in West Lake Okoboji, Iowa.  Mr. Derner also owns a
manufacturing company, Shell Rock Products, Inc. that manufactures
and distributes numerous ornamental concrete products nationwide. 
Mr. Derner was also a 33.33% partner in Midland and Mid-Ag prior to
their acquisition by the Company.

     CHARLES KOLBE, DIRECTOR AND SECRETARY.  Mr. Kolbe resides at
2415 30th,  Lake View, Iowa 51450 where he assumed ownership of a
family farming and cattle feeding operations after obtaining a
Bachelors Degree in Animal Science from Iowa State University.  In
addition to farming and cattle feeding operations, Mr. Kolbe has
been active in the financial world, having held positions as a
director and principal of banks in Iowa and Minnesota.  Mr. Kolbe
was a co-founder and 33.33% owner of Midland prior to its
acquisition by the Company.  He is on the executive committee of
the Iowa Cattleman's Association, Iowa Beef Industry Council and
the National Livestock and Meat Board.  He is past president of the
Iowa Cattleman's Association and past Chairman of the Iowa Beef
Industry Council.

                            24
<PAGE>

     HARLEY DILLARD, TREASURER AND CHIEF FINANCIAL OFFICER.  Mr.
Dillard's address is 10394 Zenobia Ct., Westminster, Colorado
80030.  Mr. Dillard is relocating to Red Oak, Iowa.  After
graduating from Colorado State University with a Bachelors of
Science Degree in Business, Mr. Dillard worked in public accounting
and then with Monfort of Colorado in several capacities, including
plant Controller for the Monfort Greeley Slaughter Plant and
Controller for the Monfort Portion Foods Division.  He gained more
consumer product experience as Controller and director of finance
for the Denver based Coca-Cola Franchise.  From 1984 until 1996,
Mr. Dillard held positions with Robertson Associates Manufacturing,
Inc., ("RAMI") an aluminum beverage packaging manufacturer.  Mr.
Dillard joined RAMI as Controller and was promoted to Vice
President and Chief Financial Officer.  Since 1996, Mr. Dillard was
General Manger of Cruisin Cuisine/WP&G Distributing, a privately
held manufacturer and distributor of wholesale food products.  Mr.
Dillard is a Certified Public Accountant.

     DAVID H. ELLICOTT, ASSISTANT SECRETARY.  Mr. Ellicott resides
at RR2, Box 104, Red Oak, Iowa 51566.  Mr. Ellicott is well-versed
in livestock production and marketing, particularly in areas of
manufacturing, processing, distribution and retail marketing and
merchandising.  Previously an upper-level manager for King Soopers,
Inc., a Colorado based retail supermarket chain with over 14,000
employees, he is experienced in the fundamental needs and
requirements of Red Oak's primary customer base.  Mr. Ellicott was
with King Soopers, Inc. for fourteen years.  In September 1994, Mr.
Ellicott joined Mid-Ag and is currently general manager of Red Oak
Farms.  Mr. Ellicott holds a Bachelors Degree in Animal Science
from Colorado State University.

     JAMES POWELL, DIRECTOR.  Mr. Powell's address is  P. O. Box
98, Ft. McKavett, Texas 76841.  Mr. Powell raises registered
Hereford and commercial Angus cattle on ranches in Texas and
Nebraska.  Mr. Powell received a bachelor's degree from Rice
University in 1951 and did graduate work at the University of
Texas, Austin.  He served as a lieutenant junior grade in the U.S.
Navy from 1952 to 1954.  In 1962, Mr. Powell was president of the
Texas Sheep and Goat Raisers Association and president of the
National Wool Growers Association from 1969 to 1970.  From 1960 to
1964, Mr. Powell was a member of the advisory committee for the
Packers and Stockyards Administration, USDA and in 1975, Mr. Powell
was named a member of the Secretary of Agriculture's technical
Advisory Committee for Multilateral Trade Negotiations.  Mr. Powell
has been a member of the Governor's Small-Town Task Force,
President of the Board of Regents for the Texas State University
System, chairman of the Board of Regents for the University of
Texas System, chairman of the National Cattleman's Association Tax
Committee, and a member of the executive board of the National
Livestock Tax Committee.  Mr. Powell has served on the Governor's's
Task Force on Agricultural Development, the Governor's Committee on
Water Resources Management, Concho Valley Boy Scout Council
Executive Committee and Rice Fund Council.

     Mr. Powell is a recipient of the Outstanding Conservationist
Award of the Eldorado-Divide Soil and Water Conservation District
and also "Man of the Year in Texas Agriculture," presented by the
Texas County Agents Association.  He was named 1987 "Man of the
Year in Texas Agriculture" by Progressive Farmer magazine.  In
1990, Mr. Powell was inducted into the International Stockmen's
School Hall of Fame.

                               25
<PAGE>

     Mr. Powell is a past director of Texas Commerce Bancshares,
Houston; Texas Commerce Bank of San Angelo ("TSCRA"); First
National Bank of Eldorado, Texas; and Crockett County National Bank
of Ozona, Texas.  He has previously served as Chairman of First
National Bank of Mertzon and now serves as an advisory director. 
Mr. Powell currently serves as a director on the board of Southwest
Bancshares, Inc.  He has been a TSCRA director since 1975 and was
elected President in March 1988.  He is a director of the Angelo
Community Foundation, San Angelo; elder of the First Presbyterian
Church, Chancellor's Council; the Board of Visitors for M.D.
Anderson Hospital, Houston; and is a member of Rice Associates. 
Mr. Powell is currently a director of Central and Southwestern
Corporation.

     LEO M. DESPAIN, DIRECTOR.  Mr. DeSpain grew up on a small
dairy farm in southwest Missouri and now resides at 13910 West 55th
Terrace, Shawnee, Kansas 66216.  Mr. DeSpain graduated from the
University of Tulsa with a degree in Marketing and has completed
course work toward a Masters degree at the University of Missouri
at Kansas City.  He has thirty three years extensive work
experience in food sales and marketing, primarily for Oscar Mayer
Foods.  Beginning his career with Oscar Mayer in 1964, Mr. DeSpain
has held the position of Sales Representative, Account Manager,
Territory Sales Manager and District Sales Manager.  He has been
responsible for hiring, training and developing employees and has
special skills in developing long-term, solid business
relationships.

     GENE WEISE, DIRECTOR.  Mr. Wiese's address is P. O. Box 305,
Manning, Iowa 51455.  Mr. Wiese attended Iowa State University and
graduated in 1951 with a degree in Animal Science.  He is a partner
of Wiese & Sons, a cattle breeding firm that has produced Hereford
cattle since 1912.  Mr. Wiese has an extensive history and
experience in producing, selling and judging beef breeding cattle
throughout the United States and abroad.  He is a Board member of
the National Cattlemen's Beef Association and is Past President of
both the American Hereford Association and the Iowa Cattlemen's
Association.

     NORMAN PETERSON, DIRECTOR.  Mr. Peterson's address is 4001
West 104th Terrace, Overland Park, KS 66207.  Mr. Peterson brings
over thirty years experience in the banking and finance industries
to the Company.  Graduating from Bethel College with majors in
Business Administration and Speech, Mr. Peterson began his career
in 1963 with Lincoln Production Credit Association.  From 1963 to
1969, Mr. Peterson was a Branch Manager, responsible for $10
million in agriculture loans and achieved National Field Office
Manager of the Year award for the fastest growing office in the
nation.  In 1969, Mr. Peterson was promoted to Vice President and
was responsible for loans totaling in excess of $50 million.  Mr.
Peterson remained at Lincoln Production Credit Association until
1980.  From 1974 to 1980, Mr. Peterson was a senior officer,
director and major shareholder in a holding company that owned
Platte Valley Bank & Trust Company, a commercial bank in central
Nebraska with excess of $100 million in assets.  Mr. Peterson
supervised and approved all loan activity, 95% of which was
agriculture.  Mr. Peterson was also a majority stock owner in three
additional banks in Nebraska and Iowa.  Since 1984, Mr. Peterson

                                 26
<PAGE>

has been the president of a family owned corporation, Peterson &
Sons Holding Company, which is a corporation involved in financial
consulting and investing, primarily in the agriculture industry. 
Peterson & Sons Holding Company is a large stockholder in Advanced
Financial, Inc., and has other various investments.  Form 1988 to
1991, Mr. Peterson was a financial consultant and director for
Miller Feed Lot where he supervised the credit division which
loaned $25 million a month to borrowers who owned cattle in the
lot.  Since 1984 Mr. Peterson has been the Chairman & CEO of AFI
Mortgage Corporation, a full service mortgage banking company with
105 employees nationwide.  Since 1988, Mr. Peterson has been the
President & CEO of Advanced Financial, Inc., a public company
trading on the OTC Bulletin Board and the parent company of AFI
Mortgage Corporation.

     HENRY H. DICKENSON, DIRECTOR.  Mr. Dickenson's address is 3901
East 104th Terrace, Overland Park, Kansas, 66207.  From 1974 to
1997, Mr. Dickenson was the Chief Executive Officer of the American
Hereford Association.  Under his direction, the research study that
led to the development of Certified Hereford Beef was initiated and
completed.  He is past president of the U.S. Beef Breeds Council
and the National Pedigree Livestock Council.  Mr. Dickenson
received a Bachelor of Science degree in Animal Science from the VA
Tech. University.

     
     There are no family relationships between any of the Company's
officers and directors.  In addition, none of the officers and
directors have been involved in certain legal proceeding which
require disclosure in this annual report of the Company.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     The issuer is not subject to the provisions of Section 16(a).


                               
               ITEM 10.  EXECUTIVE COMPENSATION
                               


     The following table sets forth certain summary information
concerning the compensation paid or accrued over each of the
Registrant's last three fiscal years to the Company's, or its
principal subsidiaries, chief executive officers during such period
(as determined at December 31, 1997 the end of the Registrant's
last completed fiscal year).

                                27
<PAGE>

                  SUMMARY COMPENSATION TABLE
                               
                                                    Long Term Compensation
                          Annual Compensation         Awards       Payouts
                                          Other    Restr-               All
                                          Annual   icted  Number LTIP   Other
Name and Principal                        Compen-  Stock    of  Payouts Compen
    Position        Year Salary   Bonus   sation   Awards Options      -sation
                                            (1)      (2)                  (3)

Gordon Reisinger(4) 1997 $100,000 $106,802   -0-     -0-   5,000 -0-   $121,500
President/ Treasurer/  
Director         

David N. Nemelka    1996  $6,000      $510   -0-          72,500  -0-     -0-
CEO                 1995     -0-    $3,310                         -0-   $11,500

Brenda M. Hall      1996  $1,500      -0-    -0-           2,500  -0-    $1,257
CEO

Michael J. Roller5) 1997  $70,400  $50,000   -0-     -0-  75,000  -0-      -0-
Treasurer/Director

Harley Dillard (6)  1997     -0-      -0-    -0-     -0- 100,000  -0-   $5,500
Treasurer/Chief
Financial Officer



        (1) In 1995, David N. Nemelka was paid a total of $3,310 in
sales commissions for soliciting the sale of memberships in Wild
Wings, Inc.  In 1996, Mr. Nemelka was paid a total of $510 for
similar sales commissions.

        (2)Values of Restricted Stock Awards shown in the Summary
Compensation Table are based on the average market price of the
Company's common stock on the date of the grant.

        (3) Mr. Reisinger receives management fees from the Company
payable to Cimmaron Properties, a consultant to the Company, which
is owned by Mr. Reisinger in the amount of $100,000 per year. In
addition, as a member of the Board of Directors, Mr. Reisinger is
compensated for attending Board meetings at a rate of $500 per
meeting and which were held three times in 1997 for a total of
$1,500.  The Company, pursuant to a consulting agreement, paid
$11,500 in consulting fees for services performed by McKinley
Capital during the period August through December of 1995, an
entity owned and controlled by Mr. Nemelka.  In 1996, the Company
paid $1,257 to Dassity, a business owned by Mrs. Hall, for
bookkeeping fees and services performed from January to October of
1996.  Mr. Derner received compensation for attending three Board
of Directors meetings at a rate of $500 per meeting for a total of
$1,500.

                                   28
<PAGE>

        (4) Mr. Reisinger received $106,802 paid to Cimmaron Properties
            for management fees.

        (5) Michael J. Roller resigned from the Company as Treasurer and
            Director and as CEO of ROF, effective October 15, 1997.

        (6) Mr. Dillard assumed his duties as Treasurer and Chief
Financial Officer for the Company on December 10, 1997 and received
consulting fees in 1997.  Mr. Dillard begins regular salary of
$84,000 annually in 1998.

BONUSES AND DEFERRED COMPENSATION

        The Company does not have any bonus, deferred compensation,
employee benefit, or retirement plan.  Such plans may be adopted by
the Company at such time as deemed reasonable by the board of
directors.

STOCK OPTION AND STOCK APPRECIATION RIGHTS PLANS

               OPTION GRANTS IN LAST FISCAL YEAR
                       INDIVIDUAL GRANTS
                            

                           % of Total     
                           Options
                           Granted to    Exercise               Value at
                  Options  Employees    Price Per   Expiration  Date of
Name              Granted  in Fiscal Yr. Share        Date      Grant ($)


Gordon Reisinger(1)   5,000      .5      $6.75   July 25, 2007    $33,750

Harley Dillard(2)   100,000    11.79     $4.25   Dec. 10, 2007   $425,000

Michael J. Roller(3) 75,000     8.84     $6.50  April 25, 2007   $487,500



        (1) Directors options issued pursuant to Board of Directors
            resolution dated July 25, 1997.

        (2) Options issued pursuant to the Company's 1997 Stock Option
            Plan granted on December 10, 1997.

        (3) Options issued pursuant to an employment agreement.

        The Board of Directors adopted the 1997 Stock Option Plan and
reserved 1,000,000 Shares of Common Stock of the Company for
issuance upon the exercise of options which the Board of Directors
has the authority to grant to key employees, officers, directors
and consultants of the Company as part of the Plan.  As of December
31, 1997, the Company has granted options for 758,000 shares
pursuant to this plan.  To date, none of the options issued
pursuant to this plan have been exercised.

                                  29
<PAGE>

COMPENSATION OF DIRECTORS

        The Company pays each director $500 along with reimbursement
for travel and expenses for each Board of Directors meeting
attended.  Further, the Company granted each director an option to
purchase up to 5,000 shares of the Company's restricted common
stock.  The option may be exercised for the purchase of 1,000
shares per year over a period of five years following one year of
service on the Board of Directors.  The option provides piggy-back
registration rights for the shares underlying the options.  The
option exercise price is $6.75, based on the Fair Market Value of
the stock as of the day of grant, and the options expire ten years
from the date of grant.

        Gordon Reisinger, President and Director of the Company
receives consulting fees from the Company for services provided by
Cimmaron Properties, an entity owned and controlled by Mr.
Reisinger.

TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT

        There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any
person named in cash compensation set out above which would in any
way result in payments to any such person because of his
resignation, retirement, or other termination of such person's
employment with the company or its subsidiaries, or any change in
control of the Company, or a change in the person's
responsibilities following a changing in control of the Company.



           ITEM 11.  SECURITY OWNERSHIP OF CERTAIN 
               BENEFICIAL OWNERS AND MANAGEMENT
                               
                               

        The following table sets forth as of December 31, 1997 the
name and the number of shares of the Registrant's Common Stock, par
value $0.001 per share, held of record or beneficially by each
person who held of record, or was known by the Registrant to own
beneficially, more than 5% of the 14,679,415 issued and outstanding
shares of the Registrant's Common Stock, and the name and
shareholdings of each director and of all officers and directors as
a group.

Title of     Name Of              Amount and Nature of  Percentage
Class        Beneficial Owner     Beneficial Ownership   of Class

Common     Gordon Reisinger          4,842,320 (1)       32.987
             Rural Route 3
             Red Oak, Iowa 51566

                                    30
<PAGE>

Common  Cimmaron Investments, LP      2,300,000          15.668
             RR 3
             Red Oak, Iowa 51566

Common  John Derner                   5,089,821 (2)      34.673
             2353 213 Avenue
             Milford, Iowa 51351

Common  JKSBM, LP                     2,300,000          15.668
             2353 213 Avenue
             Milford, Iowa 51351

Common  Charles Kolbe                 711,821 (3)        4.849
             2415 30th
             Lake View, Iowa 51450

Common  David Ellicott                199,000             1.355
             RR 2, Box 104
             Red Oak, Iowa 51566

Common  Harley Dillard                -0-                 -0-
             10394 Zenobia Ct.
             Westminster, CO 80030

Common  James Powell                  10,000              0.0068
             P. O. Box 98
             Ft. McKavett, TX 76841

Common  Leo DeSpain                   10,000              0.0068
             13910 West 55th Terrace
             Shawnee, Kansas 66216

Common  Gene Weise                    10,000              0.0068
             P. O. Box 305
             Manning, IA 51455

Common  Norm Peterson                15,000 (4)           .0102
             4001 West 104th Terrace
             Overland Park, KS 66207

Common  Henry H. Dickenson            4,333              0.0029
             3901 West 104th Terrace
             Overland Park, KS 66207


                                    31
<PAGE>

Common  All Officers, Directors
             as a Group:            10,892,295           74.201
             (10 persons)



(1) Includes 512,820 shares owned by Cimmaron Properties which is
owned and controlled by Gordon Reisinger and 2,300,000 shares owned
by Cimmaron Investments, LP, a family partnership controlled by
Gordon Reisinger.

(2) Includes 2,300,000 shares owned by JKSBM, a family limited
partnership, which is owned and controlled by John Derner and
512,821 shares owned by Derner's of Milford, a company controlled
by John Derner.

(3) Includes 512,821 shares owned by Wall Lake Cattle Company, a
company controlled by Charles Kolbe.

(4) These shares are owned by Peterson & Sons, of which Norman
Peterson is the President and is considered to have beneficial
ownership.


                               
             ITEM 12.  CERTAIN RELATIONSHIPS AND 
                  RELATED PARTY TRANSACTIONS
                               
                               

        Other than as described herein the Company is not expected to
have significant further dealings with affiliates.  Presently none
of the officers and directors have any transactions which they
contemplate entering into with the Company, aside from the matters
described herein.

        The Company acquired Midland Cattle Company, which was owned
by equal partners, Gordon Reisinger, Charles Kolbe and John Derner
who are now directors of the Company.  As a part of the
acquisition, the Company effected a share exchange causing Midland
to become a wholly owned subsidiary of the Company.  In exchange
for all of the issued and outstanding shares of Midland, the
Company issued 1,538,462 restricted common shares to the Midland
owners.   In addition to the shares, the Company was obligated,
pursuant to the terms of the exchange, to pay the Midland owners a
return of capital in an aggregate amount of one million dollars. 
The Company and the Midland owners renegotiated the return of
capital requirement and agreed to accept a total of 200,000 shares
of the Company's Series A Preferred Stock in lieu of the return of
capital.  This Agreement was not negotiated at arms-length and may
present a conflict of interest; further, the shareholders of the
Company did not vote to approve this transaction nor did the
shareholders have the opportunity to object to this acquisition. 
Nonetheless, the Company believes the terms were no more favorable
to the Midland owners than they would have negotiated with an

                                 32
<PAGE>

unaffiliated entity.  The Series A Preferred Stock does not have
any voting rights and is senior to the Common Stock of the Company. 
The Series A Preferred Stock provides dividends payable monthly at
a rate of $0.042 per share of Series A Preferred Stock.  Dividends
are cumulative and accrue interest at the rate of 10% per year. 
The Series A Preferred Stock is redeemable by the Company upon
notice for either (a) $5.00 per share plus accrued dividends or (b)
by conversion into Shares of Common Stock based on the market price
of the Shares on the date of conversion.

        The Company sells cattle to and/or purchases cattle from the
following parties: Cimmaron Properties which is owned by Gordon and
Barbara Reisinger;  Derner's of Milford, owned 100% by John Derner; 
Wall Lake Cattle Company which is owned 100% by Charles Kolbe; Gene
Weise, a Director of the Company; James Powell, a Director of the
Company;  Reitkull, Inc., a company owned by Johnny Walker who is
a shareholder of the Company and General Manager of the Company's
subsidiary, Midland;  Don Schomers, a shareholder of the Company
and an employee of Midland; Tom Feller, a shareholder of the
Company; and Greg Reisinger, a shareholder of the Company and the
brother of Gordon Reisinger.  All cattle sale and purchase
contracts were negotiated based upon fair market value.

        In connection with the related party cattle transactions,
Midland may finance the transaction and thus provide liquidity to
the related party under less than arms-length terms.  A related
party may wish to purchase cattle from a rancher and finance the
purchase through Midland, who brokers the transaction.  The cattle
are delivered to the related party; Midland collects funds from the
related party (or finances the transaction) and pays the rancher. 
When the cattle are sold, payment from the sale flows through
Midland who settles the transaction by remitting payment to the
related party, less an interest factor (or possibly the reduction
of a receivable).  Ownership risk of the cattle is never assumed by
Midland; and the amounts involved with the exception of any
interest, are pass-through in nature.

        In addition, on cattle sales to related parties, the Company
may sometimes give more favorable repayment terms, such as extended
credit with no interest.

        The Company contracts with Jock War, Ltd., a company owned by
Johnny Walker, an employee of the Company and son-in-law to Gordon
Reisinger, and in which Gordon Reisinger and Charles Kolbe each
have a 20% interest, for transporting cattle.  Cimmaron West is
another company that Red Oak contracts with for freight on cattle. 
Gordon Reisinger has a 25% interest and Johnny Walker has a 20%
interest  in Cimmaron West.  The Company also contracts with
Schwarg, a company owned by Johnny Walker (25%), Gordon Reisinger
(25%) and a third non-affiliated party.  Freight contracts are no
less favorable to the Company than the current cattle freight
rates.

        The Company's current office space and feedlot is leased from
Gordon and Barbara Reisinger at a rate of $4,000 per month, which
is no less favorable to the Company than what it could obtain in
the local market.

                                    33
<PAGE>

        The Company also employs Cimmaron Properties (owned by Gordon
Reisinger) as a consultant to the Company.  For consulting
services, the Company pays management fees to Gordon Reisinger
through Cimmaron Properties.

        Charles Kolbe, a director and officer of the Company receives
$5,000 per month as management fees through Wall Lake Cattle
Company (a consultant to the Company) for services to the Company. 
Mr. Kolbe was recently disabled and the Board of Directors 
approved continuing his compensation for six months during a
medical leave of absence from July through December 1997.  In
January 1998, Mr. Kolbe resumed his duties for the Company.

        Beginning November 1, 1997, John Derner, a director and
officer of the Company received $5,000 per month compensation for
services to the Company.

        During the twelve months ended December 31, 1997, the Company
paid a total of $376,960 in management fees of which $368,960 was
paid to entities controlled by Gordon Reisinger, John Derner and
Charles Kolbe, directors and officers of the Company.

        Mr. Reisinger and Mr. Derner have personally guaranteed  loans
payable to MoorMan's Inc., in the total amount of $1,000,000, taken
by the Company.  Further, Mr. Reisinger, Mr. Derner and Mr. Kolbe
have personally guaranteed the revolving lines of credit taken out
by Red Oak Farms and/or Midland Cattle Company as well as personal
guarantees on the loan from the Iowa Department of Economic
Development.

        The Company is guarantor on a note payable of $1,000,000 for
Gordon Reisinger.  The loan was taken out by the President to cover
costs for feeding and purchasing cattle for the CHB program. 
Additionally, the Company through its subsidiary, Feeders,  has a
note payable to a major shareholder in the amount of $250,000.


                            PART IV
                               
                               
                               
          ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
                               
                               

(a)  Reports on Form 8-K. 

        The Company filed an 8-K Current Report on December 29, 1997
reporting the resignation of Baird Kurtz & Dobson as its certifying
accountant.

        On March 13, 1998, the Company filed an 8-K Current Report
stating it had retained BDO Seidman, LLP as the Company's
certifying accountant.

(b)  Exhibits.  The following exhibits are included as part of this
report:

                              34
<PAGE>

         SEC Exhibit
Exhibit  Reference
Number   Number         Title of Document                Location

3.01      3      Articles of Amendment to the Articles   Incorporated 
                 of Incorporation                        by reference*

3.02      3      Articles of Incorporation               Incorporated
                                                         by reference*

3.03      3      Bylaws                                  Incorporated
                                                         by reference*

10.01    10      Operating Agreement for Red Oak         Attached
                 Feeders, LC

10.02    10      Quality Feeders Partnership Agreement   Attached

10.03    10      Nebraska Beef Contract                  Attached

27.01    27      Financial Data Schedule                 Attached

*Incorporated by reference from the Registrant's registration
statement on Form SB-2, as amended, filed with the Commission, SEC
file no. 33-89714.

                               35
<PAGE>
                               
                          SIGNATURES
                               
                               
                               
                               
        In accordance with Section 13 or 15(d) of the Exchange Act,
the Registrant caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.

Dated:                           Red Oak Hereford Farms, Inc.
                                      a Nevada corporation

4/27/98                                   By: /s/ Gordon Reisinger

                                      
                                      Gordon Reisinger, President

DATE              NAME AND TITLE      SIGNATURE

4/27/98           Gordon Reisinger         By: /s/ Gordon Reisinger
                  President/Director                      
                                      
                                      Gordon Reisinger, President


4/27/98                                    By: /s/ Harley Dillard
                  Harley Dillard
                  Treasurer/Chief Financial
                  Officer


                                        36

<PAGE>
<PAGE>

                     RED OAK HEREFORD FARMS, INC.
                                   
                      DECEMBER 31, 1997 AND 1996
                                   
                                   
                               CONTENTS

               
                                                            

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORTS. . . . .     1-2  
                                   

CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS. . . . . . . . . . . . . . . . ..  3-4
CONSOLIDATED STATEMENTS OF OPERATIONS. . . . . . . . . . . .    5
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY . .  6
CONSOLIDATED STATEMENTS OF CASH FLOWS. . . . . . . . . . . . . .7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . .   8-19       
                    

                                                                      
                                                                      





<PAGE>








REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Red Oak Hereford Farms, Inc.
Red Oak, Iowa


We have audited the accompanying consolidated balance sheet of
Red Oak Hereford Farms, Inc. as of December 31, 1997, and the
related consolidated statements of operations, changes in
stockholders' equity and cash flows for the year then ended. 
These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Red Oak Hereford Farms, Inc. at December 31, 1997,
and the results of their operations and their cash flows for the
year then ended, in conformity with generally accepted accounting
principles.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern.  As discussed in Note 2 to the consolidated financial
statements, the Company has suffered recurring losses and
negative cash flows from operations since its inception, and is
in technical non-compliance with certain loan agreements.  In
addition, subsequent to year-end, the Company's lenders
terminated their relationships with the Company.  These factors
raise substantial doubt about the Company's ability to continue
as a going concern.  Management's plans in regard to these
matters are also described in Note 2.  The financial statements
do not include any adjustments that might result from the outcome
of this uncertainty.


 /S/ BDO Seidman, LLP


Chicago, Illinois
March 28, 1998



                                1
<PAGE>




                   INDEPENDENT ACCOUNTANTS' REPORT


Board of Directors
Red Oak Hereford Farms, Inc.
Red Oak, Iowa


     We have audited the accompanying consolidated balance sheet
of RED OAK HEREFORD FARMS, INC. (formerly MID-AG, L.C. and
MIDLAND CATTLE COMPANY) as of December 31, 1996, and the related
statements of operations, changes in stockholders' equity and
cash flows for the year then ended.  These financial statements
are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial
statements based on our audit.

     We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of RED OAK HEREFORD FARMS, INC. as of December 31, 1996 and the
results of its operations and its cash flows for the year then
ended, in conformity with generally accepted accounting
principles.

     The accompanying financial statements have been prepared
assuming the Company will continue as a going concern.  As
discussed in Note 2 to the financial statements, the Company has
suffered recurring losses from operations and deficit cash flows,
and is in technical noncompliance with its loan and producer
license agreements.  These matters raise substantial doubt about
the Company's ability to continue as a going concern. 
Management's plans in regard to these matters are also described
in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.


  /S/ BAIRD, KURTZ & DOBSON 


Kansas City, Missouri
February 7, 1997



                                   2
<PAGE>



                     RED OAK HEREFORD FARMS, INC.
                                   
                     CONSOLIDATED BALANCE SHEETS
                                   
                      DECEMBER 31, 1997 AND 1996
                                   
                                   
                                ASSETS

                                           1997           1996       
CURRENT ASSETS
  Cash                             $      12,993       $  
  Accounts receivable                          
  
   Trade, less allowance
     for doubtful accounts
     of $10,000                        2,920,939         3,996,748 
   Related parties                     1,102,565           497,433
  Inventories                            989,190         1,021,031
  Prepaid expenses
    and other assets                      96,404           107,856
                                     -----------       -----------
   Total current assets                5,122,091         5,623,068
                                     -----------       -----------

PROPERTY AND EQUIPMENT, AT COST
  Buildings and
   leasehold improvements                292,574           281,845   
  Vehicles and equipment                 237,878           177,115
                                        --------           -------
                                         530,452           458,960
  Less accumulated
      depreciation                       224,088           163,451
                                     -----------       -----------
       Net book value                    306,364           295,509
                                     -----------       -----------
OTHER ASSETS
  Investment in partnership              500,000                      
  Other assets                            47,229            70,312
                                     -----------       -----------
   Total other assets                    547,229            70,312
                                     -----------       -----------
                                     $ 5,975,684       $ 5,988,889 
                                     -----------       -----------





See Accompanying Notes to Consolidated Financial Statements

                                  3


<PAGE>
                       RED OAK HEREFORD FARMS, INC.
                                     
                        CONSOLIDATED BALANCE SHEETS
                                     
                        DECEMBER 31, 1997 AND 1996


                               LIABILITIES 
                       
                                        1997               1996     
CURRENT LIABILITIES
  Revolving bank
      lines of credit               $ 1,270,294       $    846,218
  Current maturities 
   of long-term debt                  1,029,015          1,018,063
  Accounts payable                           
  
   Trade                                546,691          2,166,582
   Related parties                       54,528            160,923
  Accrued expenses                      100,380            128,713
  Current maturities
  of deferred income                    100,000                  
                                      ---------          ---------
     Total current
        liabilities                   3,100,908          4,320,499
                                      ---------          ---------
LONG-TERM LIABILITIES
  Deferred income                       200,000            300,000
  Long-term debt                        971,694            477,647
                                      ---------          ---------
   Total long-term
       liabilities                    1,171,694            777,647
                                      ---------          ---------
Total liabilities                     4,272,602          5,098,146
                                      ---------          ---------
Commitments, contingencies and other matters (Notes 2,3,5,7,8 and 11)

                    STOCKHOLDERS' EQUITY
                              
  Common stock, $.001 par value,
   authorized 50,000,000 shares;
   issued and outstanding
   14,429,290 shares                    14,430
  Cumulative preferred stock,
   $.001 par value, authorized
   5,000,000 shares;
   issued and outstanding
   200,000 shares                          200 
  Additional paid-in capital         5,738,605
  Retained earnings (deficit)       (4,050,153) 
  Members'/Partners' equity                                890,743
                                   -----------       -------------
Total stockholders' equity           1,703,082             890,743
                                   -----------       -------------
                                   $ 5,975,684         $ 5,988,889
                                   -----------       -------------





See Accompanying Notes to Consolidated Financial Statements

                                       4
<PAGE>

                       RED OAK HEREFORD FARMS, INC.
                                     
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                     
              FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996


                                 1997               1996       
NET SALES
  Related parties          $  13,100,627       $ 11,560,272
  Others                      92,225,066        111,860,449
                             -----------        -----------
                             105,325,693        123,420,721
                             -----------        -----------
COST OF GOODS SOLD
  Related parties              8,591,917         14,099,265
  Others                      97,296,817        109,645,010
                             -----------        -----------
                             105,888,734        123,744,275
                             -----------        -----------

GROSS PROFIT (LOSS)             (563,041)         (323,554)

OPERATING EXPENSES             3,654,763          2,225,492
                              ----------         ----------

LOSS FROM OPERATIONS          (4,217,804)        (2,549,046)
                              ----------         ----------
OTHER INCOME (EXPENSE)        
  Interest Income                 63,062
  Interest Expense              (343,404)         (358,881)
                               ---------          ---------
                                (280,342)         (358,881)
                               ---------         ----------

NET LOSS                      (4,498,146)       (2,907,927)

PREFERRED STOCK 
DIVIDEND REQUIREMENT             (17,010)            -  
                            -------------      -------------
NET LOSS APPLICABLE
 TO COMMON STOCKHOLDERS     $ (4,515,156)      $ (2,907,927)
                            -------------      -------------
BASIC AND DILUTED 
LOSS PER SHARE                $   (0.33)         $  (0.23)    
                              ----------         ---------
WEIGHTED AVERAGE
 SHARES OUTSTANDING           13,618,705         12,498,462                
                               ---------         ----------







See Accompanying Notes to Consolidated Financial Statements
                            5        

<PAGE>
<TABLE>
                RED OAK HEREFORD FARMS, INC.
<CAPTION>
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

       FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

                            PREDECESSOR ENTITIES             RED OAK HEREFORD FARMS, INC.
                            ---------------------     ---------------------------------------------
                                                               CUMULATIVE   ADDITIONAL    RETAINED 
                             MEMBERS'    PARTNERS'    COMMON   PREFERRED    PAID-IN       EARNINGS
                             EQUITY      EQUITY       STOCK    STOCK        CAPITAL       (DEFICIT)   TOTAL
<S>                         <C>         <C>         <C>       <C>         <C>            <C>        <C>

BALANCE, JANUARY 1,1996     $1,354,363  $954,307    $         $           $              $          $2,308,670 

CAPITAL CONTRIBUTIONS        1,492,500    47,500                                                      1,540,000

CAPITAL DISTRIBUTIONS                    (50,000)                                                       (50,000)

NET INCOME (LOSS)           (2,834,858)  (73,069)                                                    (2,907,927)
                             ---------   -------    ------    --------     ---------     --------     ---------
BALANCE, DECEMBER 31,1996       12,005   878,738                                                        890,743

PURCHASE OF TREASURY STOCK     (31,000)                                                                 (31,000)

DISTRIBUTION OF JOINT VENTURE            (60,459)                                                       (60,459)

CONTRIBUTION OF NET ASSETS
  OF PREDECESSORS TO RED OAK
  HEREFORD FARMS, INC.IN 
  EXCHANGE FOR COMMON STOCK    533,402               10,960                (517,500)                      26,862

CONTRIBUTION OF NET ASSETS
 OF MIDLAND CATTLE COMPANY,
 INC. IN EXCHANGE FOR
 COMMON STOCK                           (884,693)     1,538      200        882,955

ISSUANCE OF COMMON STOCK
 SALE OF PRIVATE PLACEMENT                            1,500               4,498,500                     4,500,000

EXERCISE OF 400,000 STOCK
 OPTIONS                                                400               1,199,600                     1,200,000

ISSUE OF COMMON STOCK
 FOR SERVICES                                            32                  96,735                        96,767

STOCK OFFERING COSTS                                                       (421,685)                     (421,685)

NET INCOME (LOSS)             (514,407)  66,414                                         (4,050,153)    (4,498,146)
                             ---------   -------    ------    --------     ---------     --------     ---------

BALANCE, DECEMBER 31, 1997   $         $            $14,430     $200    $ 5,738,605    $(4,050,153)   $ 1,703,082
                             ---------   -------    ------    --------     ---------     --------     ---------

</TABLE>
See Accompanying Notes to Consolidated Financial Statements



<PAGE>
                         RED OAK HEREFORD FARMS, INC.
                                       
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       
                FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996


                                       1997           1996  
CASH FLOWS FROM OPERATING ACTIVITIES                                          
  Net loss                       $  (4,498,146)   $(2,907,927)
 Adjustments to reconcile
 net loss to net cash used
 in operating activities:
   Depreciation and amortization        93,564         78,179
   Services rendered in
      exchange for common stock        123,629
   Changes in:
     Accounts receivable               470,677        215,562
     Inventories                        31,841        438,388
     Prepaid expenses                   11,452        (55,317)
     Accounts payable 
        and accrued expenses        (1,754,620)       590,824 
                                    ----------      ---------
       Net cash used in
        operating activities        (5,521,603)    (1,640,291)
                                    ----------      ---------
  
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property
      and equipment                   (71,491)        (50,387)
  Change in other assets               (9,844)        (41,952)
  Investment in partnership          (500,000)               
                                     ---------        --------
       Net cash used
    in investing activities          (581,335)        (92,339)
                                     ---------        --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Capital contributions                             1,540,000
  Net proceeds from
   issuance of common stock          5,278,315
  Proceeds from issuance
    of forgivable loan                                200,000
  Net borrowings (payments)
    on line of credit                 424,076      (1,453,080)
  Proceeds on issuance
   of long-term debt                  524,560       1,500,000
  Payments on long-term debt          (19,561)         (4,290)
  Purchase of treasury stock          (31,000)
  Distributions paid                  (60,459)        (50,000)
                                    ----------      ----------
 Net cash provided
  by financing activities           6,115,931       1,732,630 
                                    ---------       ----------

INCREASE IN CASH                       12,993               -                
CASH, BEGINNING OF PERIOD                   -               -           
                                   ----------      ----------
CASH, END OF PERIOD                $   12,993      $        -          
                                   ----------       ---------




See Accompanying Notes to Consolidated Financial Statements


<PAGE>

                RED OAK HEREFORD FARMS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 DECEMBER 31, 1997 AND 1996

NOTE 1:  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
         ACCOUNTING  POLICIES

BUSINESS REORGANIZATION - REVERSE ACQUISITION

     On March 14, 1997, Wild Wings, Inc. (known now as Red
Oak Hereford Farms, Inc., the "Company") entered into an
Agreement and Plan of Reorganization (the "Acquisition")
with Red Oak Farms, Inc., an Iowa Corporation, ("Red Oak"). 
Pursuant to the terms of the Acquisition, Wild Wings, Inc. 
effected a reverse acquisition by acquiring all of the
issued and outstanding stock of Red Oak from the
stockholders of Red Oak in exchange for 10,000,000
restricted shares of the $.001 par value common stock plus
options to purchase an additional 3,000,000 shares of Wild
Wings, Inc.  As a result of the Acquisition, Red Oak became
a wholly-owned subsidiary of Wild Wings, Inc.  At a Special
Meeting of Shareholders held March 14, 1997, the
Shareholders approved the Acquisition and voted to change
the company name from Wild Wings, Inc. to Red Oak Hereford
Farms, Inc.  For accounting purposes, Red Oak is deemed to
be the acquiring corporation and, therefore, the transaction
is being accounted for as a reverse acquisition of the
Company by Red Oak at historical cost.  Prior to March 14,
1997, Wild Wings, Inc. operated a hunting club and had
insignificant operations and, accordingly, the accompanying
financial statements reflect the financial position and
results of operations of Red Oak.
       
NATURE OF OPERATIONS

     The Company is a Nevada corporation that is engaged in
the business of selling premium, branded, fresh beef to
retail and food service markets, through its wholly-owned
subsidiary, Red Oak,  and is engaged in buying and selling
feeder cattle in the wholesale markets through its wholly-
owned subsidiary, Midland Cattle Company, Inc. , an Iowa
corporation ("Midland").  The Company extends unsecured
credit to customers predominantly located in the Southwest
and Midwest United States.

     In February 1997, Red Oak was formed with the members
of Mid-Ag, LC, contributing the assets and liabilities of
Mid-Ag to Red Oak in exchange for all of the outstanding
stock of Red Oak.  Red Oak was then acquired by the Company
in the transaction described above.

     On May 19, 1997, as a condition of the Acquisition
stated above, the Board of Directors of the Company approved
an agreement to exchange stock pursuant to which the Company
issued 1,538,462 restricted common shares of the Company in
exchange for all of the issued and outstanding shares of
Midland.  As a result of this transaction Midland became a
wholly-owned subsidiary of the Company.  For accounting
purposes, the Company and Midland were deemed to be under
common control and, therefore, the transaction is being
accounted for in a manner similar to pooling of interests,
whereby assets and liabilities are reported at historical
values.  Accordingly, the financial statements have been
restated to include the accounts and operations of Midland. 

     On December 12, 1997, the Company formed a subsidiary,
Red Oak Feeders, LLC, an Iowa limited liability company
("Feeders"), to develop a supply of Certified Hereford Beef registered
trademark ("CHB") for the Company by financing the feeding of CHB
cattle for sale to Red Oak. Feeders intends to issue notes
to experienced cattle investors and use the proceeds for the
limited purpose of feeding cattle. Feeders commenced
operations at the end of December 1997, through a 50%
investment in a joint venture, Quality Feeders, a Nebraska
partnership with MoorMan's, Inc.  Quality Feeders, whose
operations commenced in January 1998, will feed and raise
CHB to provide a supply of CHB cattle to meet customer
demands.  Quality Feeders will buy cattle from Midland and
others, place the cattle in feedlots and oversee the feeding
pursuant to CHB standards.  This investment is being
accounted for under the equity method of accounting.

REVENUE RECOGNITION

     The Company recognizes revenue upon shipment. 

                          8
<PAGE>

                RED OAK HEREFORD FARMS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 DECEMBER 31, 1997 AND 1996


NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
        ACCOUNTING  POLICIES (CONTINUED)

PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries, 
Red Oak, Midland and Feeders.  All significant intercompany
accounts and transactions have been eliminated in
consolidation.

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
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues
and expenses during the reporting period.  Actual results
could differ from those estimates.

INVENTORY PRICING

      All inventories are stated at the lower of cost or
market determined using the FIFO (first-in, first-out)
method.

PROPERTY AND EQUIPMENT

     Property and equipment are stated at cost and
depreciated over the estimated useful life of each asset,
primarily three to fifteen years.  Leasehold improvements
are amortized  over the shorter of the lease term or the
estimated useful lives of the improvements.  Annual
depreciation and amortization are primarily computed using
accelerated methods.

OTHER ASSETS

     The Company has various other assets, including
organization costs, grant performance costs, and loan and
grant origination costs.  Amortization is computed using the
straight-line method over the following lives:

     Organization costs                      5 years
     Loan and grant origination costs        Life of agreements

DEFERRED INCOME

     Deferred income consists of two grants from the Iowa
Department of Economic Development.  The first was for
$100,000 received in 1995 to form the Certified Hereford
Beef Program.  Red Oak is required, among other things, to
feed a certain number of cattle in Iowa by June 1998.  When
Red Oak meets the conditions, grant repayment is permanently
waived and the income will be recognized.  If the
requirements are not met, this deferred income becomes a
note payable.  

     In 1996, Red Oak received an additional grant for
$200,000 to plan, market or construct a new state-of-the-art
beef processing facility in southwest Iowa by June 2001. 
This grant will be amortized into income at such time as the
plant is completed.  If the requirements are not met, this
deferred income will become a note payable over five years
with interest at a rate of 8 1/4 %.   The grants are
collateralized by substantially all of Red Oak's assets and
guaranteed by the Company's President.

                        9
<PAGE>

                RED OAK HEREFORD FARMS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 DECEMBER 31, 1997 AND 1996


NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
        ACCOUNTING  POLICIES (CONTINUED)

ADVERTISING COSTS

     Advertising costs, consisting primarily of marketing
material for the promotion of CHB and investor promotional
information, are expensed as incurred.  Total advertising
costs were $762,762 and $149,297 in 1997 and 1996,
respectively.

INCOME TAXES

     The Company effectively began operations as of March
14, 1997, and operates as a regular corporation.  The
predecessor entities, Mid-Ag, a limited liability company,
and Midland Cattle Company, a joint venture, were taxed as 
partnerships, with income tax liabilities on the taxable
income being assumed by the members and partners
respectively.  Accordingly, no provision for income taxes
has been reflected in the accompanying consolidated
financial statements for these entities.

     Deferred tax liabilities and assets are recognized for
the tax effects of differences between the financial
statement and tax bases of assets and liabilities.  A
valuation allowance is established to reduce deferred tax
assets if it is more likely than not that a deferred tax
asset will not be realized.

BASIC AND DILUTED LOSS PER COMMON SHARE

     In February 1997, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards
("SFAS") No. 128 "Earnings Per Share", which the Company has
adopted.  Pursuant to SFAS 128, the Company has replaced the
reporting of "primary" earnings per share ("EPS") with
"basic" EPS.  Basic EPS is calculated by dividing the income
(loss) available to common stockholders by the weighted
average number of common shares outstanding for the period,
without consideration for potentially dilutive securities. 
"Fully diluted" EPS has been replaced with "diluted" EPS
which is determined similarly to fully diluted EPS under the
provisions of APB Opinion No. 15.

     For all periods presented in the Consolidated
Statements of Operations, the effect of including stock
options and warrants would have been antidilutive. 
Accordingly, basic and diluted EPS for all periods presented
are equivalent.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1997, the Financial Accounting Standards Board
issued SFAS No. 130, "Reporting Comprehensive Income".  The
new standard discusses how to report and display
comprehensive income and its components.  This standard is
effective for years beginning after December 15, 1997.  When
the Company adopts this statement, it is not expected to
have a material impact on the presentation of the Company's
consolidated financial statements.

     In June 1997, the Financial Accounting Standards Board
issued SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information".  This standard requires
enterprises to report information about operating segments,
their products and services, geographic areas, and major
customers.  This standard is effective for years beginning
after December 15, 1997.  When the Company adopts this
statement, it is not expected to have a material impact on
the presentation of the Company's consolidated financial
statements.

                       10
<PAGE>

                RED OAK HEREFORD FARMS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 DECEMBER 31, 1997 AND 1996


NOTE 1:  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES (CONTINUED)

FINANCIAL INSTRUMENTS

     Financial instruments which potentially subject the
Company to concentrations of risk consist principally of
temporary cash investments and accounts receivable.  The
Company invests its temporary cash balances in financial
instruments of highly rated financial institutions with
maturities of less than three months.  The accounts
receivable are from numerous entities located throughout the
United States and the associated credit risks are evaluated
by management and considered limited.  The carrying values
reflected in the balance sheets reasonably approximate the
fair values for cash, accounts receivable, payables,
accruals and debt.

NOTE 2: GOING CONCERN

     The accompanying consolidated financial statements have
been presented on a going concern basis, which contemplates
the realization of assets and satisfaction of liabilities in
the normal course of business.  The Company has suffered
recurring losses and negative cash flows from operations
since its inception due to its start-up nature in
establishing a premium branded Hereford beef product.  The
Company has not yet been successful in establishing
profitable operations and is in technical noncompliance with
certain loan agreements.  Subsequent to year-end, the
Company's lenders terminated their relationships with the
Company (see Note 11).  These factors raise substantial
doubt about the ability of the Company to continue as a
going concern.  In this regard, management is in the process
of renegotiating loan agreements, completing a private
placement offering, and increasing product awareness through
marketing efforts to improve profitability and cash flow. 
Sales efforts are being made to change the product mix of
sales to increase the volume percentage of branded versus
commodity sales.  In addition, the Company has developed a
more formal operating plan including operating budgets to
facilitate monthly analysis of operations.  Management
believes these steps will enhance the Company's ability to
achieve favorable operating results.  There is no assurance
that the Company will be successful in raising additional
capital or achieving profitable operations.  The
consolidated financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.

NOTE 3: RELATED PARTY TRANSACTIONS

     The Company sells cattle to certain companies which are
owned by members of the Company's management or Board of
Directors.  The Company also purchases cattle and feed from
these same entities.  Additionally, both Midland and Red Oak
utilize trucking companies that are owned by members of the
Company's management or Board of Directors.  The activity
between the Company and these related parties at and for the
years ended December 31, 1997 and 1996 are as follows:

                                        1997           1996    
      Sales                        $13,100,627     $11,560,272
      Purchases                      8,591,916      14,099,265
      Accounts Receivable            1,102,565         497,433
      Accounts Payable                  54,528         160,923 

     Additionally, during the years ended December 31, 1997
and 1996, Red Oak purchased cattle from Midland in the
amount of $358,796 and $2,024,217, respectively.  Such
intercompany purchases are eliminated in consolidation.

     The Company leases office space owned by a related
party under a one-year lease dated March 1, 1997, which
provides for monthly rent payments of $4,000.

                             11
<PAGE>

                RED OAK HEREFORD FARMS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 DECEMBER 31, 1997 AND 1996


NOTE 3: RELATED PARTY TRANSACTIONS (CONTINUED)

     During the years ended December 31, 1997 and 1996, the
Company paid management fees of $376,960 and $180,000,
respectively, to affiliates.

     In addition, the Company is guarantor on a note payable
of $1,000,000 for its President. The loan was taken out by
the President to cover costs for feeding and purchasing
cattle for the CHB program.

     The Company through its subsidiary, Feeders, also has a
note payable to a major stockholder for $250,000. 

NOTE 4: INVENTORIES

     Inventories at December 31, 1997 and 1996  consisted of
the following:

                                     1997          1996      
      Boxed beef               $   639,411     $   860,810
      Cattle                       296,149          67,239
      Other                         53,630          92,982
                               -----------      ----------
                               $   989,190      $1,021,031

NOTE 5: NOTES PAYABLE AND LONG-TERM DEBT

     Short-term notes payable consisted of the following at
December 31, 1997 and 1996:

                                              1997          1996           
      Revolving line of credit (A)         $1,254,638   $   707,226
      Revolving line of credit (B)             15,656       138,992
                                           ----------    ----------
                                           $1,270,294    $  846,218

     Long-term debt consisted of the following at December
31, 1997 and 1996:

                                              1997          1996     
     IDED installment note (C)             $  477,647   $   495,710
     Installment note, feed supplier (D)    1,000,000     1,000,000
     Red Oak Feeders notes (E)                500,000   
     Other                                     23,062
                                            ---------     ---------
                                            2,000,709     1,495,710
          Less current maturities           1,029,015     1,018,063
                                          -----------    ----------
                                          $   971,694    $  477,647

(A)  At December 31, 1996, Midland had a revolving line of
     credit which provided borrowing up to $2,500,000.  The
     loan was limited by levels of collateral and is
     collateralized by substantially all of the subsidiary's
     assets and personal guarantees of the major
     stockholders of the Company.  The revolving line, which
     matured June 30, 1997, bore interest at the bank's
     prime rate plus 1 1/2%.

                              12
<PAGE>
                RED OAK HEREFORD FARMS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 DECEMBER 31, 1997 AND 1996



NOTE 5: NOTES PAYABLE AND LONG-TERM DEBT (CONTINUED)

     On June 30, 1997, Midland's revolving line of credit
     was amended to extend the maturity of the agreement to
     January 31, 1998 (unless terminated earlier under terms
     of the agreement).  This line of credit was
     subsequently amended through March 31, 1998 (see Note
     11).  The revolving line, which provides for borrowings
     up to $2,500,000, limited by levels of collateral,
     bears interest at the bank's prime rate plus 1 1/2% (10%
     as of December 31, 1997), and is collateralized by
     substantially all of the subsidiary's assets and
     personal guarantees of the major stockholders of the
     Company.

     In connection with these lines of credit, Midland was
     required, among other things, to maintain certain
     financial conditions, including net worth of at least
     $850,000.  During the periods ended December 31, 1997
     and 1996, Midland was in technical noncompliance with
     certain of these requirements and the debt was callable
     at the bank's option.  Subsequent to year end, the
     lender terminated their relationship with the Company
     (see Note 11).

(B)  Red Oak had a revolving line of credit which matured
     August 15, 1996.  The revolving loan provided
     borrowings up to $2,500,000, which was collateralized
     by substantially all of the subsidiary's assets and a
     securities pledge agreement by the American Hereford
     Association ("AHA").  The revolving line bore interest
     at the bank's prime rate plus 2 1/2% and required a .5%
     fee on the unused credit line, payable quarterly.  

     In August 1996, Red Oak replaced the line of credit
     with a new line of credit at a different bank.  The
     line of credit provided for borrowings up to $4,000,000
     and was secured by personal guarantees of two major
     shareholders of the Company and was collateralized by
     the same assets as the previous line.  The revolving
     line matured on June 30, 1997, and bore an interest
     rate of 2% above the bank's prime rate and required a
     fee of .25% of the unused credit line, payable
     quarterly.

     On June 30, 1997, Red Oak's revolving line of credit
     was amended to extend the maturity of the agreement to
     January 31, 1998 (unless terminated earlier under terms
     of the agreement).  This revolving line of credit was
     subsequently amended through February 28, 1998 (see
     Note 11).  The revolving line, which provides for
     borrowings up to $1,500,000, (after amendments) limited
     by levels of collateral, bears interest at the bank's
     prime rate plus 2% (10.5% as of December 31, 1997) and
     is collateralized by substantially all of the
     subsidiary's assets and personal guarantees of major
     stockholders of the Company.  Red Oak also held a
     letter of credit for $415,000 issued by the bank in
     connection with the line of credit.  The letter of
     credit expired January 31, 1998 and was not renewed. 
     Red Oak subsequently was issued a new letter of credit
     for $415,000 by another bank.
     
     In connection with these revolving lines of credit, the
     subsidiary was required to, among other things,
     maintain certain financial conditions, including
     working capital requirements, as well as maintaining
     minimum required level of combined equity and
     subordinated debt, and a debt to tangible net worth
     ratio below a specified level.  During the periods
     ended December 31, 1997 and 1996, Red Oak was in
     technical noncompliance with certain of the
     requirements and the debt was callable at the bank's
     option.  Subsequent to year end, the lender terminated
     their relationship with the Company (see Note 11).

(C)  Installment note payable to the Iowa Department of
     Economic Development; due July 2001; payable in
     quarterly installments of $14,602 including interest of 
     8 1/4%, with final payment in July 2001 of $409,716;
     subordinated to line of credit to Red Oak.  The note is
     guaranteed by the Company's President.

                               13
<PAGE>
                RED OAK HEREFORD FARMS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 DECEMBER 31, 1997 AND 1996



NOTE 5: NOTES PAYABLE AND LONG-TERM DEBT (CONTINUED)

(D)  Due October 2001; interest only payable monthly through
     November 1998 at 1.75% above a published prime rate
     (10.25% at December 31, 1997), at which time the
     interest rate will change retroactively to 1% above
     same published rate and will continue to be paid
     monthly until maturity.  Principal is to be paid in 36
     equal monthly installments commencing November 1998. 
     In connection with this note, the Company is required,
     among other things, to purchase cattle from feedlots
     which have fed the lenders' products to such cattle for
     a minimum of 100 days unless specific exemption is
     received; subordinated to line of credit to Red Oak. 
     The note is guaranteed by two major shareholders of the
     Company.

     In connection with this note payable, the Company is
     also required, among other things, to remain in
     compliance with the covenants set forth in the
     installment note agreement discussed at (B) above, in
     which the feed supplier is a participating lender.  As
     discussed at (B), Red Oak is in technical noncompliance
     with the Bank loan agreements for December 31, 1997 and
     1996, and thus this entire loan is classified as
     current in the accompanying financial statements. 

(E)  On December 31, 1997, Feeders received proceeds from
     the issuance of three loans to stockholders for
     financing the feeding of CHB cattle.  The loans are due
     on December 31, 2000, and bear interest at the rate of
     10% paid annually.

     Aggregate annual maturities of notes payable and long-
term debt are as follows:
                                                       
               1998                          $1,029,015
               1999                              31,465
               2000                             526,527
               2001                             413,702
               2002                                   0     
               Thereafter                             0 
                                             ----------
                                             $2,000,709 

     The carrying amount approximates fair value for the
above debt instruments because the interest rate is
primarily variable based on the prime rate.

NOTE 6: INCOME TAXES

     The accompanying consolidated financial statements
contain no provision for income taxes due to net operating
losses.  The effective tax rate differs from the U.S.
statutory federal income tax rate of 34% due to the fact
that tax benefits have been offset by the valuation
allowance described below due to the uncertainty of the
Company's ability to utilize them in future periods.

     The tax effects of temporary differences related to
deferred taxes were:
                                                   1997    
     
          Deferred Tax Assets                          
          Net operating loss carry forwards    $1,701,604
          Valuation allowance:                 (1,701,604)
                                               ----------
               Net deferred tax asset          $        0 

     As of December 31, 1997, the Company had approximately
$4,000,000 of unused operating loss carry forwards which
expire in 2012.

                                 14
<PAGE>
                RED OAK HEREFORD FARMS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 DECEMBER 31, 1997 AND 1996


NOTE 7: COMMITMENTS AND CONTINGENCIES

     The Company leases certain office equipment and
property under noncancellable operating leases expiring in
various years.  Future minimum lease payments at December
31, 1997 are as follows:

               1998                               $ 98,360
               1999                                 56,829
               2000                                 44,224
               2001                                 44,224
               2002                                 39,985
               Thereafter                          141,900
                                                  --------
             Future minimum lease payments        $425,522

     Total rent expense related to these leases was $107,486
and $63,872 for 1997 and 1996, respectively.

EXCLUSIVE LICENSE AND ROYALTY AGREEMENT

     The Company originally entered into an agreement on
September 6, 1994, with the AHA for the exclusive license
and right to process, distribute and sell CHB under the CHB
trademark.  This original agreement was replaced by an
agreement dated March 14, 1997.  The AHA works in
conjunction with the Company, providing marketing
assistance, as well as pricing and promotional strategies to
the Company's major customers.  The agreement expires
December 31, 1999, and automatically renews for a three-year
period beginning January 1 of each calendar year commencing
on January 1, 2000 unless the Company fails to meet certain
criteria of the agreement.  The agreement requires the
Company to maintain certain cattle processing standards and
process a certain number of CHB cattle.  In addition, the
agreement requires the Company to pay the AHA a minimum
royalty fee calculated for CHB cattle processed of $500,000,
$725,000 and $850,000 for the years ended December 31, 1997,
1998, and 1999, respectively.  In 1997, the Company 
processed cattle resulting in approximately $160,155 of
royalty fees .  As this amount was less than the pro rata
portion of minimum royalties for the year, the Company paid
$186,435 on August 31, 1997 and  recorded a liability for
the shortfall of approximately $153,410 as of December 31,
1997 and which was paid in January 1998.  The Company paid
approximately $213,000 for royalty  fees to the AHA in 1996.

MAJOR CUSTOMERS

     During 1996, Red Oak had sales to a customer accounting
for approximately 46% of Red Oak's revenues, and 5% of
revenues for 1997.  For the years ended 1996 and 1997, the
accounts receivable balance for this customer was $635,890
and $0, respectively.  During 1997, the customer ceased its
purchasing from Red Oak.

LEGAL PROCEEDINGS

     To the knowledge of management, there is no material
litigation pending or threatened against the Company or its
management.  There is, however, an administrative proceeding
before the United States Department of Agriculture initiated
on July 16, 1997, by the Grain Inspection Packers and
Stockyards Administration against Cimmaron Properties, Ltd.,
Wall Lake Cattle Co., Midland Cattle Company and Gordon
Reisinger.  The complaint alleges violation of 7 USC section
181 et seq. by failing to pass on to customers original purchase
shrink weight allowances when reselling livestock in seven
instances and failure to maintain adequate records.  Legal
counsel has indicated that there is no evidence of a breach
of the statute.  The Company believes the allegations are
based on the Government's mistaken belief that the Company
was acting as a broker, when, in fact, the Company owned the
cattle involved.  The Company declined an opportunity to
settle the case and intends to vigorously defend itself.

                               15
<PAGE>
                RED OAK HEREFORD FARMS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 DECEMBER 31, 1997 AND 1996

NOTE 7: COMMITMENTS AND CONTINGENCIES (CONTINUED)

     The Company anticipates filing a Motion seeking summary
disposition of the case without an administrative hearing. 
If the pre-hearing motion is not sustained, an
administrative hearing will be held on merits.  

NOTE 8: STOCKHOLDERS' EQUITY

POTENTIAL ISSUANCE OF ADDITIONAL PREFERRED STOCK

     The Company is authorized to issue up to 5,000,000
shares of preferred stock, the rights and preferences of
which may be designated in series by the Board of Directors. 
To the extent of such authorization, such designations may
be made without shareholder approval.

 ISSUANCE OF COMMON STOCK

     During 1997, the Company completed a private placement
offering and issued 1,500,000 units, each unit comprising
one common share and one common stock purchase warrant, for
$3.00 per unit.  The common stock purchase warrants are
callable at $.001 per share on 30 days' notice and grant the
holder the right to purchase common stock at $5.00 per
share.  The Company raised $4,500,000 through this offering
before deducting offering expenses of $421,685..

ISSUANCE OF PREFERRED STOCK

     As part of the Company's acquisition of Midland, the
Company authorized issuance of 200,000 shares of 1997 Series
A non-voting preferred stock pursuant to an agreement with
the former stockholders of Midland.  The rights and
preferences of the preferred stock include a liquidation
preference of $5 per share, plus an amount equal to any
accrued and unpaid dividends at a rate of $0.042 per share
per month, plus 10% interest to the payment date, before any
payment or distribution is made to the holders of common
stock.  At December 31, 1997, cumulative dividends in
arrears aggregate $17,010 ($0.00 per share).

     The Company has the right to redeem the Series A
preferred stock at any time for $5 per share plus accrued
dividends or in exchange for a payment of accrued dividends
plus an equal number of restricted shares of the Company's
common stock.

OUTSTANDING STOCK OPTIONS

     In connection with the acquisition of Red Oak, the
Company has granted options to purchase 3,000,000 shares of
stock between March 17, 1997 and March 17, 2002.  To date,
none of these options have been exercised.  The shares are
exercisable as follows:

               Shares                      Price Per Share

             1,000,000                         $8.00
             1,000,000                        $10.00
             1,000,000                        $12.00

     In addition, the Company's board has authorized
issuance of options to purchase up to 5,000 shares at $6.75
per share to each director (for a total of 35,000 options)
in exchange for service on the board.

                                16
<PAGE>
                RED OAK HEREFORD FARMS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 DECEMBER 31, 1997 AND 1996



NOTE 8: STOCKHOLDERS' EQUITY (CONTINUED)

OUTSTANDING WARRANTS

     In addition to the warrants issued with the private
placement discussed above, the Company's predecessor, Wild
Wings, Inc., had issued three series of warrants currently
outstanding as follows:

       Series              Shares          Price Per Share

          A               960,000               $4.00
          B               960,000               $4.50
          C               960,000               $5.00

These warrants are not exercisable until a registration
statement is filed with the Securities and Exchange
Commission, and is in effect for the shares underlying the
warrants.  The warrants may be exercised for a period of two
years after the date of the registration statements.

STOCK OPTION PLANS

     The Company's predecessor, Wild Wings, Inc., had
allocated and issued options for 400,000 shares of the
Company's common stock, exercisable at $3.00 per share,
pursuant to the 1995 Stock Option Plan.  These options were
exercised  in 1997.
     
     The Company has also adopted a 1997 Stock Option Plan
and has allocated 1,000,000 shares of common stock to the
Plan.  To date, 758,000  shares of common stock of the
Company, exercisable at $5.00 per share, have been granted
under the 1997 Stock Option Plan, none of which have been
exercised.  The options may be exercised at the rate of 20%
per year beginning in March 1998.

     The Company issued options to purchase 75,000 shares of
common stock, exercisable immediately, at $6.50 per share. 
These options expire in 2007.  As of December 31, 1997, none
of the options have been exercised.

     The Company accounts for stock options under APB
Opinion No. 25, under which no compensation cost has been
recognized.  Had compensation cost been determined
consistent with FASB Statement No. 123, the Company's net
loss and loss per share would have been increased to the
following pro forma amounts:

      Net Loss:           As Reported     $(4,498,146)
                          Pro Forma        (4,691,472)

      Loss Per Share      As Reported     $ (0.33)
                          Pro Forma       $ (0.35)


                            17
<PAGE>

                RED OAK HEREFORD FARMS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 DECEMBER 31, 1997 AND 1996



NOTE 8: STOCKHOLDERS' EQUITY (CONTINUED)

     A summary of the status of the Company's 1997 and 1995
Stock Option Plans at December 31, 1997 and changes during
the period then ended is presented below:
                                                      Weighted Average
                                                 ----------------------
                                        Exercise  Price Per  Remaining
                             Shares       Price     Share   Life - Years
                           --------     -------  ---------   ---------
OUTSTANDING, BEGINNING
     OF PERIOD               400,000      $3.00

          Granted            976,500    4.25-6.50    4.85        10
          Canceled          (218,500)     (5.00)     5.00
          Exercised         (400,000)     (3.00)    
                           ---------

OUTSTANDING, END OF PERIOD   758,000                $4.85        10            

     The fair value of each option grant is estimated on the
date of the grant using the Black-Scholes option pricing
model.  The following weighted-average assumptions were used
for the period ended December 31, 1997: risk-free interest
rates of 6.39%; expected dividend yields of 0%; expected
volatility of 62% for the period; expected option life - 5 years.
At December 31, 1997, none of the outstanding options were exercisable.

     A total of 3,713,000 shares of common stock have been
reserved for outstanding stock options and warrants as of
December 31, 1997.

NOTE 9: SUPPLEMENTAL CASH FLOWS INFORMATION

                                       1997           1996  

     Cash paid during the
        year for interest             $364,611     $358,881

     During the year ended December 31, 1997, the Company
issued 32,230 shares of its common stock in exchange for
services with a value of $96,767.   

NOTE 10: FOURTH QUARTER ADJUSTMENTS

     Certain marketing costs and professional fees
previously treated as offering costs charged to additional
paid-in capital, totaling $717,723, were reclassed as
operating expenses during the fourth quarter of 1997.  If
these expenses were recorded as operating expenses as
incurred they would have resulted in the following
additional operating expenses on the Company's quarterly
statements of operations:

     Quarter Ended March 31, 1997            $ 44,000

     Quarter Ended June 30, 1997             $243,000

     Quarter Ended September 30, 1997        $256,000


                              18
<PAGE>
                RED OAK HEREFORD FARMS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 DECEMBER 31, 1997 AND 1996


NOTE 11: SUBSEQUENT EVENTS 

ADDITION TO CAPITAL

     On January 14, 1998, the Company began a private
placement offering to issue up to 840,000 units, each unit
comprising one common share and one common stock purchase
warrant, for  $4.00 per unit.  The common stock purchase
warrants are callable at $.10 per share upon 60 days' notice
and grant the holder the right to purchase common stock at
$6.00 per share.  Through March 28, 1998, the Company has
raised $1,000,500 through the sale of  250,125 units before
deducting offering expenses of $112,896.

CUSTOM SLAUGHTER AND FABRICATION AGREEMENT

     On March 25, 1998, the Company entered into a three
year agreement with its major beef processor which expires
December 1, 2000.  Under the agreement, the Company is
required to slaughter and process 500 to 4,500 head per
week.  If the carcass count falls below these numbers in any
given week, the processor has the right to terminate the
agreement.

ISSUANCE OF NOTE PAYABLE

     On January 16, 1998, Feeders received $100,000 in
proceeds from the issuance of a loan for financing the
feeding of CHB cattle through Quality Feeders.  The loan
bears interest of 10% paid quarterly and is due January 16,
2001. 
     
LINES OF CREDIT

     On January 31, 1998, Red Oak's line of credit was
amended to extend the maturity date to February 28, 1998. 
The line of credit was paid and terminated in March 1998.

     On February 26, 1998, Red Oak entered into a bridge
financing agreement with A&J Cheese Company.  The agreement
provides borrowings up to $15,000,000 and bears an interest
rate of 12.97% with 30 days interest payable in advance at
the time of each loan advance.  Red Oak is currently
negotiating a new financing agreement with other potential
lenders.

     On April 13, 1998, Red Oak entered into an agreement in
principle with KBK Capital Corporation to provide an asset
based line of credit.  The line of credit will provide
borrowings up to $4,000,000, based on eligible assets.  The
line of credit will be collateralized by substantially all
of the subsidiary's assets and personal guarantees of the
Company's President and Chairman. 

     On January 31, and February 28, 1998, Midland's line of
credit was amended to extend the maturity date to February
28, and March 31, 1998, respectively.  Midland is currently
in the process of liquidating the loan through
collateralized lockbox deposits and negotiating a new
financing agreement with other potential lenders.

                            19
<PAGE>