UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC  20549
                              
                         FORM 10-QSB
                              
         QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934
                              
        For the Quarterly Period Ended June 30, 1997

                             OR
                              
        TRANSITION REPORT UNDER 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.
(Exact name of small business issuer as specified in its
charter)

     NEVADA                                  84-1120614
(State or other jurisdiction       (IRSEmployer Identification No.)
of incorporation or organization)

          2010 Commerce Drive, Red Oak, Iowa  51566
          (Address of principal executive offices)
                              
                       (712) 623-9224
                 (Issuer's Telephone Number)
                              

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

               Yes  x        No

At June 30, 1997, there were 13,398,726 shares of common
stock of the registrant outstanding.

Transitional Small Business Disclosure Format (check one):
Yes        No  x

<PAGE>


INDEX

                                                   Page No.


PART I_FINANCIAL INFORMATION

Item 1.   Financial Statements                       F-1
Item 2.   Management's Discussion and Analysis       3


PART II_OTHER INFORMATION

Item 1.   Legal Proceedings                          8
Item 2.   Changes in Securities                      8
Item 3    Defaults Upon Senior Securities            8
Item 4.   Submission of Matters to a Vote 
            of Security Holders                      8
Item 5.   Other Information                          8
Item 6.   Exhibits and Reports on Form 8-K           9













                                 2


<PAGE>

               PART I - FINANCIAL INFORMATION
                              

ITEM 1.   FINANCIAL STATEMENTS

     See pages F-1 to F-7 attached.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          STATEMENTS

The  matters discussed in this Form 10-QSB contain  forward-
looking  statements  that  involve risks  and  uncertainties
including risk of changing market conditions with regard  to
livestock  supplies  and  demand for  products  of  Red  Oak
Hereford   Farms,   Inc.  (the  "Company"),   domestic   and
international regulatory risks, competitive and other  risks
over   which   the  Company  has  little  or   no   control.
Consequently,  future results may differ  from  management's
expectations.   Moreover, past financial performance  should
not   be   considered   a  reliable  indicator   of   future
performance.

GENERAL

Midland  Acquisition.  The Company acquired  Midland  Cattle
Company,  Inc., ("Midland") as a wholly owned subsidiary  of
the  Company, on May 19, 1997 as reported in the  Form  8-K,
Current   Report,  dated  May  19,  1997.    The   following
discussion  regarding the results of operations include  the
results of operations for Midland for the periods indicated.
Midland  is engaged in buying and selling feeder  cattle  in
wholesale markets.  Midland brings a wide customer  base  to
the  Company  and  management  believes  costs  of  on-going
acquisitions of CHB will be mitigated as consistently strong
relationships   are  developed  between  Midland   and   CHB
producers and feeders.

Beef America Contract.  As of this reporting period, Red Oak
has  not  met the quota specified in its contract with  Beef
America  and  is  technically in default of  the  agreement.
However,  Beef America has not terminated the agreement  and
is  willing  to  work with the company  as  the  CHB  market
develops.   Further,  should  Beef  America  terminate   the
contract,  numerous processing and packing plant  facilities
are  available  to Red Oak and should the  need  arise,  the
company  can  establish a new relationship  without  serious
consequence to production of CHB.

MediaComm  Marketing / Gemsbok Programming Inc.   Subsequent
to  the  quarter ended June 30, 1997, the agreement  between
Red Oak Hereford Farms, Inc. and MediaComm Marketing expired
July  1997.   To  continue to increase market exposure,  the
Company  entered  into a new agreement in  July  1997,  with
Gemsbok Programming, Inc., ("Gemsbok") for financial  public
relations  services.  Gemsbok will perform  services  for  a
term  of  three  months  at which time  the  agreement  then
transfers  into a month-to-month term, unless terminated  by
either  party.  The Company will submit $2,000 as a retainer
and  will  be  obligated for expenses and fees for   various
financial public relations services.  Gemsbok will  maintain
the  Company's  website  (www.redoakfarms.com)  and  service
investor requests at the Company's 800 number.

                               3
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 1997, the Company had a consolidated  cash
balance of $55,000.

On  March 27, 1997, the Company commenced a private offering
relying upon Section 4(2) of the Securities Act of 1933  and
Rule  506 promulgated thereunder.  As of June 30, 1997,  the
Company   has   raised  gross  proceeds   of   approximately
$3,115,000  from  the  private  offering.   The  Company  is
investigating  filing  a  registration  statement  with  the
Securities  and  Exchange Commission to  register  currently
issued  and  outstanding  warrants  and  the  common  shares
underlying those warrants.

For  the period ending June 30, 1997, of the 400,000  shares
allocated  and granted pursuant to the Company's 1995  Stock
Option Plan, options for 199,930 shares been exercised at  a
price of $3.00 per share and the Company recognized $599,790
in  gross  proceeds.   Options  for  200,070  shares  remain
granted  but  unexercised  and the  Company  believes  these
options will be exercised before year-end.  Pursuant to  the
1997 Stock Option Plan, options for 681,500 shares have been
granted  to date.  As of June 30, 1997, none of the  options
granted  pursuant to the 1997 Stock Option  Plan  have  been
exercised.

Cash   flows  for  the  Company  from  financing  activities
increased from providing $1,375,978 in the first six  months
of  1996  to  cash provided of $3,510,039 in the  first  six
months  of  1997.  The majority of the increase  is  due  to
stock  sales from the private offering and exercise of stock
options.

Cash used by investing activities changed from $(39,553)  in
usage  during  the  first  six months  of  1996  to  $48,029
provided in the first six months of 1997.  During the  first
six  months of 1997, the Company made no major purchases  of
equipment and made no capital improvements, while during the
first  six  months of 1996, the Company completed furnishing
its  office space with furniture, a computing system  and  a
telephone system.

AHA  Contract.   Red  Oak Farms is under contract  with  the
American  Hereford Association and has exclusive license  to
market Certified Hereford Beef ("CHB").  As of the reporting
date  the Company has not met the pro-rata volume commitment
necessary  for the royalty liability; however,  the  Company
has   accrued  an  amount  representative  of  the  pro-rata
liability as of the reporting date.  The 1997 obligation  is
for  $500,000.   The Company believes that sufficient  funds
will  be available to meet this obligation from proceeds  of
stock sales and product sales revenue.

IDED  Loan.  Red Oak Farms, Inc. is current on its long term
loan   obligation  with  the  Iowa  Department  of  Economic
Development  (IDED) and as of June 30, 1997,  the  principal
balance  remaining on this loan was approximately  $487,000.
Management  believes  that  proceeds  from  capital  raising
activities  and  product sales revenue will be  adequate  to
continue meeting this obligation.

Moormans  Loan.   Red Oak Farms, Inc. is in  technical  non-
compliance   on  its  loan  agreement  with  Moormans,   the

                            4
<PAGE>

Company's feed supplier, which gives Moormans the  right  to
call the loan.  However, Moormans has given no indication of
any  intention to call this obligation.  The loan amount  of
$1,000,000  is due October 2001 with interest  only  payable
monthly  at approximately $9,000 per month.  The Company  is
currently  meeting the payment obligations from proceeds  of
capital  raising  activities and believes  additional  stock
sales  and revenue from product sales will be sufficient  to
satisfy this obligation.

Revolving  Lines  of  Credit.   The  Company,  through   its
subsidiaries, has revolving lines of credit that provide for
borrowings  up  to  $4 million for Red Oak  Farms  and  $2.5
million  for Midland.  These lines bear a floating  rate  of
interest  equal  to  2%  and 1.5%, respectively,  above  the
lender's  prime rate of interest (10.50% and  10.00%  as  of
June  30, 1997).  The subsidiaries pay the lender a  fee  of
 .25%  of the unused credit lines, payable quarterly.   These
lines  of credit expire June 30, 1997. As of June 30,  1997,
the  Company  is  in  the  process  of  renegotiating  these
agreements  and  does not anticipate any  problems  securing
revolving lines of credit on similar terms as in the past.

Capital  Expenditures.  The Company has no  commitments  for
any   significant  capital  expenditures  in  the  immediate
future.

Inflation.  The Company does not believe that inflation has
had a material effect on its results of operations. However,
there can be no assurance that the Company's business will
not be affected by inflation in the future.

The  Company  believes that, along with the  acquisition  of
Midland,   through  its  marketing  strategy  and   customer
acquisition  plan it will recognize a growth in  the  retail
account  base, increased CHB sales and a broader CHB product
mix.   With increased sales of CHB, along with proceeds from
the  private  offering and the availability of  credit,  the
Company  believes there will be adequate funds to  meet  the
Company's obligations.

RESULTS OF OPERATIONS

Comparison for the three months ended June 30, 1997 and  the
three months ended June 30, 1996 and comparison for the  six
months ended June 30, 1997 and the six months ended June 30,
1996.

Red Oak Farms

For  the  six  months  ended June 30, 1997,  Red  Oak  Farms
realized net losses in the amount of $1,851,797, compared to
$1,636,005  in net loss for the same period in 1996.   These
losses  as a percentage of net sales measured 3.7%  in  1997
versus 3.6% in the first six months of 1996.   For the three
months  ended June 30, 1997, the Company realized $1,156,357
of  losses.   This  represents 5.1% of  net  sales  for  the
period.   For the same period in 1996, the Company  incurred
losses  of  $598,601, an amount representing 3.2% of  sales.
Management  attributes the net loss to the  current  product
mix,  in  which bulk beef sales continues to be the dominant
revenue  source.   During the second quarter,  however,  the
company  made some advances in the retail sector for premium
CHB by adding 5 new retail customers which represents 28 new
retail stores, with a total store base at quarter end of 35.

                            5
<PAGE>  

While adding new retail accounts in the second quarter  1997
improved the product mix, generated higher average sales and
slightly improved margins, additional retail growth must  be
attained  to  reach  profitability.  Red  Oak  Farms  is  in
various  stages  of business development with  numerous  new
retail prospects and it is anticipated that several of these
potential buyers will participate in the CHB program.

During the first six months of 1997, Red Oak Farms sales  to
eight major customers approximated 40% of Red Oak Farm's net
sales.   Sales  for the first six months of  1997  decreased
34.8%,  from  $25,309,097 in 1996 to  $16,511,147  in  1997,
which resulted from a combination of market factors and  the
loss  of a large customer in January 1997. With the addition
of  28  new retail stores over the second quarter,  Red  Oak
Farms  has  significantly reduced its risk of dependency  on
one or two large customers.

For  Red Oak Farms, the decline in sales resulted in reduced
inventory and production needs.  As a consequence, the  cost
of   goods  sold  decreased  from  $26,128,774  in  1996  to
$17,625,318  in 1997, a decrease of 32.5% in the  first  six
months of 1997 as compared to the first six months of 1996.

Selling, general and administrative expense at Red Oak Farms
for  the  first six months of 1997 was $671,640 compared  to
$455,776  for  the same period in 1996.   This  is  a  47.4%
increase  from the first six months of 1996 and is a  result
of increase in personnel and personnel related expenses.

During  the first six months of 1997, Red Oak Farms realized
$502,970  in sales to Korea, with an increase in the  second
quarter.  There were no Korean sales were made in the  first
six  months  of  1996.  The Company is  also  continuing  to
pursue CHB export opportunities in China and Japan.

Midland Cattle Company

For  the  six  months  ended June 30, 1997,  Midland  Cattle
Company ("Midland") had net income in the amount of $17,497,
compared  to  $301,977 in net loss for the  same  period  in
1996.   Income as a percentage of sales measured  less  than
1%.   The  loss in 1996 represented 1.5% of total sales  for
the  six  month  period.  For the three  months  ended  June
30,1997,  Midland  recognized a loss of $41,905,  an  amount
equal  to  less than 1% of total sales for the period.   For
the  same  three month period in 1996, Midland recognized  a
loss  of  $65,228, an amount equal to less than 1% of  total
sales for the period.  Management attributes the improvement
in 1997 to increases in volume due to better availability of
cattle.  Midland anticipates volume to continue to expand as
the CHB program continues to grow.

Midland has seen revenue growth for the first six months  of
1997.   For the six months ended June 30, 1997, Midland  had
net  sales  of $33,462,511 versus $20,250,662 for  the  same
period  in 1996.  This represents an increase of 65.2%  from
1996  to  1997.  Midland has a wide customer  base  that  is
continually  expanding  through  networking  and   marketing
efforts  in anticipation of the continued growth of the  CHB
program.

                            6
<PAGE>

For  Midland, as a result of the increase in sales, cost  of
goods  sold  for the first six months of 1997  increased  to
$32,737,964  versus cost of goods sold  for  the  first  six
months  of 1996 of $19,944,530.  This represents an increase
of 64.1% between the two periods.

Selling, general and administrative expenses at Midland  for
the  first  six  months  of 1997 was  $619,514  compared  to
$528,525  for  the same period in 1996.  This  represents  a
17.2%  increase from the first six months of 1996 and  is  a
result of the increase in sales volume for 1997.
















                              7
<PAGE>       
                  PART II_OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     None.

ITEM 2.   CHANGES IN SECURITIES

In reliance upon Section 4(2) of the Securities Act of 1933
and Rule 506 promulgated thereunder, the Company offered
1,500,000 Units of which 160,000 Units were sold during the
first quarter and 540,334 Units were sold during the quarter
ended June 30, 1997.  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.  This offering was made
exclusively to persons who met the suitability standards
established by the Company.  The Company had engaged the
services of Clark Burns to act as its finder for this
private offering.  Mr. Burns agreement was terminated in
June 1997.  Under the Finder's Agreement, Mr. Burns received
a fee equal to 5% of the purchase price of the securities
sold for those transactions in which he was the finder.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     None.

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

On April 25, 1997, the Company held an annual meeting for
the purpose of electing directors to serve until the next
annual meeting.  The detailed information regarding the
shareholder vote is incorporated herein by reference to the
Company's Form 10-QSB for the period ended March 31, 1997,
filed with the Commission.

ITEM 5.   OTHER INFORMATION

     None.










                                 8
<PAGE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following exhibits are filed as a part of this report.

Exhibit No.  SEC Reference       Title                  Location

   10             10             Gemsbok Agreement      Attached

   22             22             Published report       *Incorporated
                                 regarding matters      by reference
                                 submitted to vote
                                 of security holders
   
   27             27             Financial Data         Attached
                                 Schedule

*Incorporated by reference to the Company's Form 10-QSB for
the period ended March 31, 1997 as filed with the Commission, SEC 
file number 33-89714.

(b)  Reports on Form 8-K

     The Company filed the following reports on Form 8-K
during the second quarter of 1997:

     (1)  Current Report on Form 8-K , dated May 19, 1997,
          reporting Midland acquisition.

     (2)  Current Report on Form 8-K/A, dated July 25,
          1997, amending the May 19, 1997 8-K report to
          include financial statements from Midland and pro
          forma financial information.













                                9
<PAGE>

SIGNATURES

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

                               RED OAK HEREFORD FARMS, INC.




August 13, 1997             By:_______________________________
                                   Gordon Reisinger,President




August 13, 1997             By:_______________________________
                                   Ellen DeWitt, Chief
                                   Financial Officer
                                   & Treasurer














                               10
<PAGE>

SIGNATURES

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

                               RED OAK HEREFORD FARMS, INC.




August 13, 1997               By: /s/Gordon Reisinger
                                 _______________________________
                                     Gordon Reisinger, President




August 13, 1997               By: /s/Ellen DeWitt
                                  ______________________________
                                   Ellen DeWitt, Chief
                                   Financial Officer
                                   & Treasurer
















                                  11
<PAGE>

               PART I - FINANCIAL INFORMATION
                              
                              
ITEM 1.  FINANCIAL STATEMENTS
                              
                              
                RED OAK HEREFORD FARMS, INC.
                              
            CONDENSED CONSOLIDATED BALANCE SHEET
                              
                        June 30, 1997
                         (Unaudited)
                              
                           ASSETS
                              
CURRENT ASSETS
     Cash and cash equivalents                   $     55,000
     Accounts receivable                            4,316,810
     Inventory                                      1,297,639
     Prepaid expenses                                 204,281
                                                   ___________ 
          Total Current Assets                      5,873,730

PROPERTY AND EQUIPMENT, At cost
     Building & Leasehold improvements                281,844
     Vehicles & Equipment                             188,914
                                                   ___________ 
                                                      470,758

     Less: Accumulated depreciation                  (189,132)
                                                   ___________ 
                                                      281,626

OTHER ASSETS                                           56,003

                                                   ___________ 


TOTAL ASSETS                                    $   6,211,359
                                                   ___________ 


See Note to Condensed Consolidated Financial Statement

                              F-1
<PAGE>

            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                            $    755,450
     Accrued expenses                                 238,133
     Note payable - Bank                            1,276,701
     Current maturities of long-term debt           1,018,816
                                                   ___________ 
          Total Current Liabilities                 3,289,100

LONG-TERM DEBT                                        468,047

DEFERRED PAYABLE                                    1,000,000

DEFERRED INCOME                                       300,000
                                                   ___________ 
 
TOTAL LIABILITIES                                   5,057,147
                                                   ___________ 
STOCKHOLDERS' EQUITY 
     Common stock, $.001 par value;
       authorized 50,000,000 shares,
       issued and outstanding 13,389,726 shares        13,398
     Common stock subscribed, 338,000 shares              338
     Additional paid-in capital                     2,544,279
     Retained earnings (deficit)                   (1,403,803)
                                                   ___________ 
TOTAL STOCKHOLDERS' EQUITY                          1,154,212
                                                   ___________ 

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                            $   6,211,359
                                                   ___________ 


See Note to Condensed Consolidated Financial Statement

                          F-2
<PAGE>

                RED OAK HEREFORD FARMS, INC.
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
  Six months and three months ended June 30, 1997 and 1996
                         (Unaudited)
                              
                   Three Months Ended June 30   Six Months Ended June 30
                       1997           1996          1997          1996
                       _____          _____         _____         _____

Net Sales          $ 22,579,192  $ 18,975,412  $ 49,973,658 $ 45,559,759

Cost of Goods Sold   22,928,217    19,059,117    50,363,282   46,073,303
                    ___________    __________    __________   ___________ 

Gross Profit (Loss)   (349,025)       (83,705)     (389,624)    (513,544)

Operating Expenses     774,485        427,040     1,287,017      938,073
                    ___________    __________    __________   ___________ 
Loss from 
  Operations        (1,123,510)      (510,745)   (1,676,641)  (1,451,617)

Other Income 
 (Expense)
 Interest Income                                      3,668
 Interest Expense      (32,847)       (87,856)     (178,824)    (184,388)

Net Loss            (1,156,357)      (598,601)   (1,851,797)  (1,636,005)
                    ___________    __________    __________   ___________ 
Earnings (Loss) 
  Per Share         $    (0.09)     $   (0.05)   $    (0.14)  $    (0.13)
                    ___________    __________    __________   ___________ 
Weighted Average Shares
 Outstanding        13,153,566     12,498,462    12,835,900   12,498,462
                    ___________    __________    __________   ___________ 



See Notes to Condensed Consolidated Financial Statement

                                   F-3
<PAGE>

                RED OAK HEREFORD FARMS, INC.
       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                         (Unaudited)

                                           1997            1996
                                           _____          _____
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Loss                         $ (1,851,797) $  (1,636,005)
     Items not requiring cash:
       Depreciation and amortization        41,517         20,601
     Changes in:
       Accounts receivable                 176,794       (945,369)
       Inventories                        (241,030)      (464,474)
       Prepaid expenses                   (127,413)       (29,360)
       Accounts payable and accrued 
        expenses                            46,102      1,337,851
       Other assets                         (1,380)         5,653
       Checks outstanding in excess 
        of bank balance                 (1,545,861)     1,767,689
                                        ____________   ____________
     Net cash provided by (used in)
      operating activities              (3,503,068)        56,586
                                        ____________   ____________
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and 
      equipment                            (11,798)       (39,553)
     Proceeds on sale of equipment          59,827
                                        ____________   ____________
    Net cash used in investing 
      activities                            48,029        (39,553)
                                        ____________   ____________

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of note 
      payable                              125,000        778,500
     Net borrowings on line of credit      430,483        659,299
     Payments on long-term debt           (133,847)
     Proceeds from issuance of 
      common stock                       2,700,792
     Proceeds from subscription 
      of common stock                    1,014,000
     Payment of stock 
      issuance costs                      (534,930)
     Purchase of treasury stock            (31,000)
     Distributions paid                    (60,459)       (61,821)
                                        ____________   ____________
   
   Net cash provided by (used in)
     financing activities                3,510,039      1,375,978
                                        ____________   ____________
INCREASE IN CASH                            55,000      1,404,970

CASH, BEGINNING OF PERIOD                        0      1,143,666
                                        ____________   ____________

CASH, END OF PERIOD                      $  55,000   $  2,536,677
                                        ____________   ____________


                                 F-4
<PAGE>

        RED OAK HEREFORD FARMS, INC. AND PREDECESSOR
                              
     NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              
                         (Unaudited)
                              
                        JUNE 30, 1997

Red  Oak  Hereford  Farms, Inc. (the Company)  is  a  Nevada
corporation  (previously named Wild  Wings,  Inc.)  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 Farms, Inc. (Red  Oak),  an  Iowa
corporation,  and  is engaged in buying and  selling  feeder
cattle  in  the wholesale markets through its  wholly  owned
subsidiary,  Midland  Cattle Company, Inc.  (Midland).   The
Company  extends unsecured credit to customers predominantly
located in the Southwest and Midwest United States.

In  February 1997, Red Oak Farms, Inc. was formed  with  the
members of Mid-Ag, Inc., an LLC, contributing the assets and
liabilities of Mid-Ag to Red Oak in exchange for all of  the
outstanding stock of Red Oak.  On March 14, 1997, all of the
outstanding  stock of Red Oak 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, Red
Oak  became  a wholly owned subsidiary of the Company.   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.   Prior  to  March  14, 1997, the  Company  operated  a
hunting club and had insignificant operations.

On  May 19, 1997 the Company acquired Midland in a stock for
stock  transaction.  In exchange for all of the  outstanding
stock  of  Midland  the Company issued 1,538,462  restricted
shares  of  the  Company   to  the  former  shareholders  of
Midland.  Additionally, a deferred payment of $1,000,000  is
due  and  payable  to the former Midland shareholders.   The
payment will be made at the rate of 25% of Midland's profits
until  the  $1,000,000 is reached.   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  interest, whereby assets  and  liabilities  are
reported at historical values.

The  condensed consolidated financial statements include the
accounts  of  the Company and its wholly owned subsidiaries,
Red  Oak  Farms,  Inc.  and  Midland  Cattle  Company.   All
significant intercompany accounts and transactions have been
eliminated  in  consolidation.   Earnings  per   share   are
calculated  using  the  weighted average shares  outstanding
and  as  if the shares of the Company at June 30,  1997  had
been outstanding for all periods presented.

The  condensed  consolidated  financial  statements  do  not
include  all  footnotes  and certain  financial  information
normally   presented   annually  under  generally   accepted

                             F-5
<PAGE>

accounting  principles and, therefore,  should  be  read  in
conjunction   with the Company's December 31, 1996  year-end
financials  found in the Company's Form 8-K (File  No.  033-
89714),  dated  March 14, 1997 and the  Company's  Form  8-K
dated  May  19,  1997  and Form 8-K/A dated  July  25,  1997
(amending  the May 19, 1997 8-K report to include  financial
statements   from   Midland   and   pro   forma    financial
information).   Accounting  measurements  at  interim  dates
inherently  involve greater reliance on  estimates  than  at
year-end. The results of operations for the six months ended
June 30, 1997 are not necessarily indicative of results that
can be expected for the full year.

The  condensed  consolidated financial  statements  included
herein  are unaudited; however, they contain all adjustments
(consisting  of normal accruals) which, in the   opinion  of
the   Company,   are   necessary  to  present   fairly   its
consolidated  financial position at June 30, 1997,  and  its
consolidated  results of operations and cash flows  for  the
interim  periods shown.  The results of operations  for  the
interim periods shown are not necessarily indicative of  the
results for the entire fiscal year ending December 31, 1997.

The  Company entered into a revised agreement on  March  21,
1997, with the American Hereford Association (the "AHA") for
the  exclusive license and right to process, distribute  and
sell   Certified  Hereford  Beef  ("CHB")  under   the   CHB
Trademark.   The agreement expires December 31,  1999.   The
agreement  automatically  renews  for  a  three-year  period
beginning  January  1 of each calendar  year  commencing  on
January  1,  2000, provided the terms of the  agreement  are
met.   The revised agreement also includes various operating
standards and requirements of the Company as well as minimum
royalty  fees of $500,000, $725,000 and $850,000  for  1997,
1998  and 1999, respectively.  As of the reporting date  the
Company has not met the pro-rata volume commitment necessary
for  the royalty liability; however, the Company has accrued
an amount representative of the pro-rata liability as of the
reporting date.

Beginning  in  March  1997,  the  Company  began  a  private
placement   to  issue  up  to  1,500,000  units   comprising
1,500,000 common shares and 1,500,000 common stock  purchase
warrants  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.  As of June 30, 1997, 700,334 units  have
been sold and 338,000 subscribed.

The  Company  is also authorized to issue up  to  $5,000,000
worth of preferred stock.

The Company has granted options to purchase 3,000,000 shares
of  stock  between March 17, 1997 and March 17,  2002.   The
shares  are exercisable by the former shareholders  of  Wild
Wings as follows:

           #  of Shares          Exercise Price Per Share
          _____________          ________________________  
          1,000,000                       $ 8.00
          1,000,000                       $10.00
          1,000,000                       $12.00


                             F-6
<PAGE>

In   addition  to  the  warrants  issued  with  the  private
placement,   the  Company  has  three  series  of   warrants
outstanding as follows:

  Series       # of Shares         Exercise 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  in  effect  for the  stock  underlying  the
warrants.  The warrants may be exercised for a period of two
years after the date of the registration statement.

The  Company currently has 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.  Of
these  options, 199,930 have been exercised as of  June  30,
1997.

The  Company has also adopted the 1997 Stock Option Plan and
has  allocated 1,000,000 shares of common stock to the Plan.
To  date, options for 681,500 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.

At  the  time of the conversion of Mid-Ag to Red Oak,  total
liabilities exceeded total assets by $517,500.  This deficit
was recorded as excess of par value over contributed assets.
As  capital has been raised during the six months ended June
30,  1997, the amount of capital in excess of par value  was
credited  to this deficit account with the remaining  amount
being credited to additional paid-in capital.

The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles,
which contemplate continuation of the Company as a going
concern.  However, the Company has incurred losses and
deficit cash flows since its inception as Mid-Ag 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.  These factors raise
substantial doubt about the ability of the Company to
continue as a going concern. In this regard, management is
proposing to raise additional funds through the re-
negotiation of loan agreements, completion of the private
placement offering, and increase product awareness through
marketing efforts to attain a positive gross profit.  There
is no assurance that the Company  will be successful in
raising this additional capital or achieving profitable
operations.  The financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.

                            F-7
<PAGE>