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                                  FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

(Mark One)

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

        For the Quarterly Period Ended  September 30, 2003

                                Or

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

For the transition period from _______________ to ________________

                 Commission file number 333-88484

                             Western Feed Mills, Inc.
              (Exact name of Issuer as specified in its charter)

Kansas                                        48-0978853
(State or other jurisdiction                  (I.R.S. Employer incorporation
 identification No.)                           or organization)

                              Route 1, Sale Barn Road
                                    PO Box 596
                              Cedar Vale, KS 67024
                    (Address of principal executive offices)
                                    (Zip Code)

                                  (620) 758-2283
                  (Issuer's telephone number, including area code)

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 reports),
and (2) has been subject to such filing requirements for the past 90 days.
                                _X__ Yes   ___ No.


<PAGE>


                  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
                                  ___ Yes  ___ No

                         APPLICABLE ONLY TO CORPORATE ISSUES

State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest publication date:  5,842,596 shares of
common stock, no par value as of November 14, 2003.

Transitional Small Business Disclosure Format (check one)  ____ Yes  __X_  No

SEC2334 (3-03))  Persons who are to respond to the collection of information
                 contained in this form are not required to respond unless
                 the form displays a currently valid OMB control number.


<PAGE>


                           PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

Contents:

INDEPENDENT ACCOUNTANTS' CONSENT

INDEPENDENT ACCOUNTS' REPORT

FINANCIAL STATEMENTS

  Balance Sheet
  Statements of Income
  Statement of Stockholder's Equity
  Statement of Cash Flows
  Notes to Financial Statements


<PAGE>


                          INDEPENDENT ACCOUNTANTS' CONSENT


We consent to the use in the September 30, 2003 Form 10-QSB of our review
report dated November 12, 2003 accompanying the financial statements and
schedules.


/s/


Varney & Associates, CPAs, LLC
Manhattan, Kansas
November 12, 2003



<PAGE>




                          WESTERN FEED MILLS, INC.

                             Cedar Vale, Kansas

                            FINANCIAL STATEMENTS

                         September 30, 2003 and 2002













                       VARNEY & ASSOCIATES, CPAs, LLC
                              Manhattan, Kansas



<PAGE>



November 10, 2003


To the Board of Directors
Western Feed Mills, Inc.
Cedar Vale, Kansas


                         INDEPENDENT AUDITORS' REPORT


We have reviewed the accompanying balance sheets of Western Feed Mills, Inc.
(a corporation) as of September 30, 2003 and 2002, and the related statements
of income, stockholders' equity, and cash flows for the nine months then
ended, in accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants.
All informatuion included in these financial statements is the representation
of the management of Western Feed Mills, Inc.

A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data.  It is substantially less in scope than
an audit in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to
be in conformity with generally accepted accounting principals.





/s/Varney & Associates, CPAs, LLC

Certified Public Accountants


                                     Page 1


<PAGE>


<TABLE>
<CAPTION>

                            WESTERN FEED MILLS, INC.
                               Cedar Vale, Kansas
                                 BALANCE SHEETS
                                  September 30,


                                                    2003          2002
                               ASSETS
Current Assets
 <S>                                            <C>            <C>
 Cash and cash equivalents                      $    39,077    $    20,120
 Trade receivables                                  146,804        112,533
 Payroll tax receivable                                   -          9,326
 Inventories                                        127,572        123,315
  Total Current Assets                          $   313,453    $   265,294

Property and Equipment
 Land                                           $    42,500    $    34,000
 Property and equipment                           2,446,272      2,038,712
  Subtotal                                      $ 2,488,772    $ 2,072,712
 Less:  Accumulated depreciation                  1,528,975      1,433,696
  Total Property and Equipment                  $   959,797    $   639,016

Other Assets
 Deposits                                       $    10,000    $    10,000

   TOTAL ASSETS                                 $ 1,283,250    $   914,310


                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
 Accounts payable                               $    10,420    $     3,907
 Accrued expenses                                     7,537          7,586
 Customer deposits on orders                          1,446              -
 Current maturities of long-term liabilities         67,253         59,000
  Total Current Liabilities                     $    86,656    $    70,493

Long-Term Liabilities
 Long-term liabilities, less current maturities $   859,050    $   633,927

  TOTAL LIABILITIES                             $   945,706    $   704,420

Stockholders' Equity
 Preferred stock, no par value; 30,000,000
  shares authorized in 2003 and 2002; 0 issued  $         -    $         -
 Common stock, no par value; 50,000,000 shares
  authorized in 2003 and 2002; 5,842,596
  issued in 2003 and 2002                         2,665,595      2,665,595
 Accumulated (deficit)                           (2,328,051)    (2,455,705)

  TOTAL STOCKHOLDERS' EQUITY                    $   337,544    $   209,890

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 1,283,250    $   914,310


</TABLE>

  The accompanying notes are an integral part of these financial statements.


                                      Page 2



<PAGE>

<TABLE>
<CAPTION>


                            WESTERN FEED MILLS, INC.
                               Cedar Vale, Kansas
                              STATEMENTS OF INCOME
                    For The Nine Months Ended September 30,


                                                  2003           2002

<S>                                           <C>             <C>
NET SALES                                     $  2,331,787    $  1,964,159

  Cost of Sales                                  1,728,543       1,458,017

  Gross Profit                                $    603,244    $    506,142

OPERATING EXPENSES
 Delivery                                     $    147,989    $    111,841
 Depreciation                                       23,868          26,757
 Selling                                            81,468          74,494
 General and administrative                        269,920         260,382
  Total Operating Expenses                    $    523,245    $    473,474

OPERATING INCOME                              $     79,999    $     32,668

OTHER EXPENSES (INCOME)
 Interest                                     $     25,439    $     26,069

NET INCOME                                    $     54,560    $      6,599
 Other comprehensive income                              -               -

COMPREHENSIVE INCOME                          $     54,560    $      6,599


Basic earnings per common share               $       0.01    $       0.00


</TABLE>

 The accompanying notes are an integral part of these financial statements.


                                    Page 3

<PAGE>

<TABLE>
<CAPTION>


                            WESTERN FEED MILLS, INC.
                              Cedar Vale, Kansas
                       STATEMENTS OF STOCKHOLDERS' EQUITY
             For The Nine Months Ended September 30, 2003 and 2002


                                Common Stock
                               Number
                              of Shares               Accumulated
                             Outstanding   Amount      (Deficit)      Total

<S>                           <C>        <C>         <C>            <C>
Balance - December 31, 2001   5,842,596  $2,665,595  $ (2,462,304)  $ 203,291

 Net income - September 30,
  2002                                -           -         6,599       6,599

Balance - September 30, 2002  5,842,596  $2,665,595  $ (2,455,705)  $ 209,890

 Net income - October 1,
  2002 to December 31, 2002           -           -        73,094      73,094

Balance - December 31, 2002   5,842,596  $2,665,595  $ (2,382,611)  $ 282,984

 Net income - September 30,
  2003                                -           -        54,560      54,560

Balance - September 30, 2003  5,842,596  $2,665,595  $ (2,328,051)  $ 337,544


</TABLE>

  The accompanying notes are an integral part of these financial statements.


                                   Page 4

<PAGE>

<TABLE>
<CAPTION>


                          WESTERN FEED MILLS, INC.
                            Cedar Vale, Kansas
                          STATEMENTS OF CASH FLOWS
                   For The Nine Months Ended September 30,


                                                     2003         2002

        INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH FLOWS FROM OPERATING ACTIVITIES
 <S>                                             <C>          <C>
 Net income                                      $   54,560   $    6,599
 Adjustments to reconcile net income to net
  cash provided by operating activities
   Depreciation expense                          $   68,400   $   65,727
   Change in assets and liabilities
    (Increase) decrease in trade receivables         48,190      ( 2,841)
    (Increase) decrease in payroll tax receivable     2,906      ( 9,326)
    (Increase) decrease in inventories              ( 6,603)       1,484
    Increase (decrease) in accounts payable         ( 2,980)     (17,545)
    Increase (decrease) in accrued expenses           1,012        3,665
    Increase (decrease) in customer deposits
     on orders                                      (52,685)     (13,194)
     Total Adjustments                           $   58,240   $   27,970

NET CASH PROVIDED BY OPERATING ACTIVITIES        $  112,800   $   34,569

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment              $ (384,023)  $  (42,653)

CASH FLOWS FROM FINANCING ACTIVITIES
 Increase in deferred compensation               $   13,577   $   13,577
 Proceeds from long-term debt                       273,000       22,999
 Principal payments on long-term debt               (12,522)     (74,613)
  Net Cash (Used in) Provided by Financing
   Activities                                    $  274,055   $  (38,037)

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS  $    2,832   $  (46,121)

CASH AND EQUIVALENTS - BEGINNING                     36,245       66,241

CASH AND EQUIVALENTS - ENDING                    $   39,077   $   20,120


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 Cash payments for interest                      $   25,439   $   26,069
 Cash payments for taxes                         $        -   $        -

DISCLOSURE OF ACCOUNTING POLICY
  For purposes of the statement of cash flows, the Company considers cash
  and all highly liquid debt instruments purchased with a maturity of three
  months or less to be cash and cash equivalents.


</TABLE>


 The accompanying notes are an integral part of these financial statements.


                                   Page 5



<PAGE>




                          WESTERN FEED MILLS, INC.
                             Cedar Vale, Kansas
                        NOTES TO FINANCIAL STATEMENTS
                         September 30, 2003 and 2002


Note 1:  Nature of Business and Significant Accounting Policies

 Nature of Business

   The Company is engaged in the manufacturing and sale of livestock feed.
   Sales are primarily to customers in the agribusiness industry in Kansas
   and Oklahoma.  The Company's sales are seasonal with approximately 75%
   of sales delivered in the first and last quarters of the year.  The
   Company's sales and cost of sales are dependent on commodity prices.


 Significant Accounting Policies
  Accounting Estimates and Assumptions
    The preparation of financial statements, in conformity with accounting
    principles generally accepted in the United States of America, requires
    management to make estimates and assumptions that affect the reported
    amounts of assets and liabilities, 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.


  Revenue Recognition
    Sales are recorded when the customer picks up feed at the feed mill or
    feed is delivered to the customer.


  Earnings Per Common Share
    Basic earnings per common share (EPS) is computed by dividing income
    available to common stockholders by the weighted-average number of
    common shares outstanding for the period.  The weighted average number
    of common shares outstanding for computing basic EPS was 5,842,596 for
    both nine month periods ended September 30, 2003 and 2002.  There were
    no potentially dilutive securities at September 30, 2003 and 2002.


  Inventories
    Inventories are stated at the lower of cost (first-in, first-out method)
    or market.  Inventory costs include raw materials, direct labor, and
    direct overhead.  Direct labor costs include payroll, payroll taxes,
    and fringe benefits of employees directly related to the production of
    inventories.  Direct overhead includes all cost directly associated with
    the operation of the feed mill used for the production of inventories.


  Property and Equipment
    Property and equipment are stated at cost.  Depreciation is computed
    primarily by the straight-line method over the following estimated
    useful lives:

<TABLE>
<CAPTION>
                                                    Years
      <S>                                            <C>
      Buildings and grain bins                        25
      Machinery and equipment                         12
      Automobiles and trucks                         3 - 7
      Office furniture and fixtures                    7

</TABLE>


                                    Page 6


<PAGE>




                           WESTERN FEED MILLS, INC.
                              Cedar Vale, Kansas
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                         September 30, 2003 and 2002


Note 1:  Nature of Business and Significant Accounting Policies (Continued)
 Significant Accounting Policies (Continued)
  Accounting for the Impairment or Disposal of Long-Lived Assets
    The Company's policy is to recognize an impairment loss if the carrying
    amount of a long-lived asset to be disposed of is not recoverable from
    its undiscounted cash flows.  The impairment loss will be measured by
    the difference between the carrying amount and the fair value of the

    Fair value is based on an estimated amount that would be obtainable in
    the marketplace over a reasonable period of time.

    Management reviews the status of long-lived and assesses for impairment
    whenever events or changes in circumstances indicate the carrying value
    may not be recoverable.


  Income Taxes
    Deferred taxes are provided on a liability method whereby deferred tax
    assets are recognized for deductible temporary differences and operating
    loss, and tax credit carryforwards and deferred tax liabilities are
    recognized for taxable temporary differences.  Temporary differences are
    the differences between the reported amounts of assets and liabilities
    and their tax bases.  Deferred tax assets are reduced by a valuation
    allowance when, in the opinion of management, it is more likely than not
    that some portion or all of the deferred tax assets will not be realized.
    Deferred tax assets and liabilites are adjusted for the effects of
    changes in tax laws and rates on the date of enactment.


Note 2:  Inventories
 Inventories at September 30 were composed of the following:

<TABLE>
<CAPTION>

                                                          2003        2002
   <S>                                                <C>         <C>
   Commercial feed ingredients                        $   85,048  $   82,210
   Manufactured commercial feeds                          42,524      41,105

                                                      $  127,572  $  123,315

</TABLE>


Note 3:  Pledged Assets and Long-Term Liabilities
 The Company's long-term liabilities consisted of the following
 at September 30,:

<TABLE>
<CAPTION>
                                                          2003        2002

   <S>                                                <C>         <C>
   Note payable to a bank, due in monthly
   installments of $705, including interest at
   6.5% through December 2005.  The note is
   collateralized by a vehicle.  This note was
   paid off in 2002.                                  $        -  $   20,204

   Note payable to a bank, due in monthly
   installments of $1,355, including interest
   at 6.75% through January 2006.  This note is
   collateralized by a vehicle.                           31,478           -

   Note payable to a bank, due in semi-annual
   installments of $23,929, plus variable rate
   interest at LIBOR plus 3% due quarterly.
   The note is collateralized by the general
   assets of the Company and contain loan
   covenants disclosed below.  This note was
   amended June 2003 to increase the amount
   of borrowing available to a total of $564,000.
   The semi-annual principal installment was
   increased to $28,200.  The other loan terms
   remained the same.                                    464,000     260,000

</TABLE>

                                   Page 7



<PAGE>





                          WESTERN FEED MILLS, INC.
                             Cedar Vale, Kansas
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                        September 30, 2003 and 2002


Note 3:  Pledged Assets and Long-Term Liabilities (Continued)

<TABLE>
<CAPTION>

                                                          2003        2002
   <S>                                                <C>         <C>
   Deferred compensation payable to an officer
   and shareholder of the Corporation with an
   agreement to not demand payment before 2005,
   except in the case of death or termination.
   This carries a 5.5% interest rate and is
   unsecured.                                         $  430,825  $  412,723

                                                      $  926,303  $  692,927
   Less:  Current maturities                              67,253      59,000

     Total                                            $  859,050  $  633,927

</TABLE>


   The note payable to the bank contains the following loan covenants:

     1. The Company will not incur additional indebtedness of more than
        $25,000 without prior approval from the bank.

     2. The Company will not merge with another entity without prior
        approval from the bank.

     3. The Company will maintain adequate liability and property insurance.

     4. The Company will maintain a Fixed Charge Coverage Ratio of not less
        than 1 to 1.

     5. The Company will not make any advances or loans to affiliated persons
        or entities.

   Failure to meet these covenants could result in foreclosure proceedings or
   the covenant could be waived.

   The Company was in compliance with all loan covenants at September 30, 2003
   and 2002.

   Aggregate maturities of long-term liabilities are as follows at
   September 30,:

<TABLE>
<CAPTION>

                                                        2003        2002
     Year ending September 30,
              <S>                                   <C>         <C>
              2003                                  $        -  $   59,000
              2004                                      70,738      55,785
              2005                                      71,737      51,703
              2006                                      61,703      47,858
              2007                                      56,400      47,858
              2008                                      56,400           -
              After                                    609,325     430,723

    Total                                           $  926,303  $  692,927

</TABLE>


                                      Page 8



<PAGE>




                             WESTERN FEED MILLS, INC.
                               Cedar Vale, Kansas
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                          September 30, 2003 and 2002


Note 4:  Income Taxes

  A reconciliation of income taxes computed at the United States federal
  statutory income tax rate (15% to 34%) to the provision (benefit) for
  income taxes reflected in the Statements of Operations for the nine
  months ended September 30, 2003 and 2002 is as follows:

<TABLE>
<CAPTION>

                                                        2003        2002
    <S>                                             <C>         <C>
    Provision for income taxes at United States
     federal statutory rate                         $    8,640  $      990
    State and local income taxes                         2,335         265
    Use of net operating losses carried forward        (10,975)     (1,255)

      Income Taxes                                  $        -  $        -

  Deferred tax assets and liabilities consist of the following components
  as of September 30,:

                                                        2003        2002
    Deferred Tax Assets
      Net operating loss carryforwards              $  260,000  $  320,000
      Less:  Valuation allowance                       173,000     243,000
                                                    $   87,000  $   77,000
      Deferred tax liability, property and
        equipment depreciation                          87,000      77,000

        Net Deferred Tax                            $        -  $        -

</TABLE>

  At September 30, 2003 and 2002, net operating loss carryforwards of
  approximately $650,000 and $800,000, respectively, expire for tax purposes
  during the years ending December 31, 2006 through 2020.  Federal and State
  statutory tax rates total approximately 40%; however, the Company has not
  previously incurred Federal or State income taxes.


Note 5:  Commitment

  During the nine months ended September 30, 2003 and 2002, the Company
  entered into contracts with certain vendors to purchase a set amount of
  commodities as a set price during the following year.  The Company also
  entered into offsetting contracts with certain customers to sell a set
  amount of related products during the following year.  The Company
  considers these normal purchases and normal sales and does not use hedging
  instruments.


Note 6:  Related Party Transactions

  The balance sheets include the related party transactions detailed in
  Note 3.  The statements of operations include the following approximate
  amounts of income and expenses with related parties for the nine months
  ended September 30,:

<TABLE>
<CAPTION>
                                                        2003        2002
    <S>                                             <C>         <C>
    Sales of livestock feed                         $   84,033  $   76,921
    Interest expense                                    13,577      13,576

</TABLE>


                                   Page 9


<PAGE>





                           WESTERN FEED MILLS, INC.
                              Cedar Vale, Kansas
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                          September 30, 2003 and 2002


Note 7:  Deferred Compensation

The employment agreement with the Corporation's President, originally entered
into January 1, 1994, was restated and adopted by the Board of Directors of
Western Feed Mills, Inc. on May 19, 2000.  This agreement restates its intent
to allow the President to defer a portion of his compensation and to defer
interest on the unpaid amount at the rate of 8% per year.  The 8% rate was
in effect through December 31, 2001.  It was agreed that the interest rate be
changed to 5.5% effective January 1, 2002.  The deferred amount is unsecured.
None of the President's compensation was deferred for the nine months ended
September 30, 2003 and 2002.  The President has verbally agreed to not
demand payment before February 1, 2005.


Note 8:  Impact of Recently Issued Accounting Standards

Management has reviewed recently issued Financial Accounting Standards
including the following:

  FASB 141:  Business Combinations
  FASB 142:  Goodwill and Other Intangible Assets
  FASB 144:  Accounting for the Impairment or Disposal of Long-Lived Assets

Management believes the adoption of these standards will not have a material
effect on the Company's financial position and results of operations.



                                   Page 10



<PAGE>


Item 2.    Management's Discussion and Analysis or Plan of Operation

  Western Feed Mills, Inc.'s (the "Company") discussion of its financial
  condition and operating results and plan of operations includes
  forward-looking statements.  Forward-looking statements are necessarily
  based upon estimates and assumptions that are inherently subject to
  significant business, economic and competitive uncertainties and
  contingencies, many of which are beyond the Company's control and are
  subject to change.  Actual operating and financial results of the Company
  and the Company's actual plan of operations may differ materially from the
  stated plan of operations.

Cautions about Forward-Looking Statements

  The following cautionary statement is made for the purpose of taking
  advantage of any defenses that may exist under the law, including common
  law.  Forward-looking statements include statements concerning plans,
  objectives, goals, strategies, expectations, future events or performance
  and underlying assumptions and other statements that are not statements of
  historical facts.  This document contains forward-looking statements which
  can be identified by the use of the words such as "intend," "anticipate,"
  "believe," "estimate," "project," or "expect" or other similar statements.
  These forward-looking statements involve risks and uncertainties which could
  cause actual results or outcomes to differ materially from those expressed
  in the forward-looking statements.  The Company?s expectations, beliefs and
  projections are expressed in good faith and are believed by the Company to
  have a reasonable basis, including without limitation, management's
  examination of historical operating trends, data contained in the Company's
  records and data available from first parties.  However, there can be no
  assurance that management's expectations, beliefs or projections will occur
  or be achieved or accomplished.

General

  The Company is an agri-business engaged in the manufacture and distribution
  of processed animal feeds and feed supplements.  It is currently offering a
  minimum of $7 million and a maximum of $14 million of its common stock
  pursuant to a Registration Statement on Form SB-2 declared effective by the
  SEC on May 13, 2003.  The Offering commenced on May 14, 2003.  We intend to
  use the proceeds of this offering to pay for a portion of the costs for
  construction or acquisition of a dairy facility to be vertically or
  horizontally integrated with its existing business.

  The term of the original offering was 90 days with an option to extend the
  offering for an additional 90 days.  This option was exercised extend the
  offering to terminate on November 14, 2003.

Plan of Operation

  In the event Company attains sufficient funds from this offering, other
  equity financing and/or third party debt financing, Company intends to
  promptly construct a 3,600 head milking cow dairy operation.  If the
  amount of total funds available for the Project is less than the cost
  associated with the one stage construction of the facility, Company will
  consider constructing the facility in two phases.  It is likely that



<PAGE>



  construction of the Project, whether implemented in phased construction
  or not, will require additional funds from debt financing sources, or
  additional equity funding.  Company has received a preliminary verbal
  commitment from U.S. Bank National Association and a written indication
  of interest from Metropolitan Life Insurance Company for debt financing.
  Company might also consider other forms of debt or equity financing.
  Further equity offerings will involve further dilution to existing
  stockholders of Company.  None of this funding is committed, and there
  can be no assurance that it will be available.  If sufficient funds are
  not available, Company may be required to delay, reduce or eliminate its
  plans for implementation of the Project.

  Management has also considered the acquisition of existing dairy assets as
  an alternative to the construction of a new facility.  The acquisition of
  existing dairy assets would be less expensive than constructing a new dairy,
  and has the potential of providing the comparable shareholder value for less
  capital investment.  The cost of constructing a new facility is
  approximately $21 million for a completed facility, or $13.8 million for
  Phase I.  Management believes existing dairy assets could be acquired for
  an amount in the range of $8 million.  The decision to pursue this
  alternative would be made by the Board of Directors and would depend on a
  number of factors, including:  1) the price of acquisition compared to
  construction, 2) whether the existing physical facility has comparable
  capacity to that contemplated by the planned new construction and 3) the
  state of automation and equipment that could be acquired and whether it uses
  the latest technology for computerized feed sorting and compiling.  The
  decision would be made as an acquisition opportunity is presented or
  discovered, at or before the time the minimum offering proceeds are raised
  and funds are released from escrow.

Results of Operation for the Six Months Ended September 30, 2003 Compared
to the Six Months Ended September 30, 2002.

  The Company incurred a net profit of $54,560 in the first nine months of
  2003, compared to a net profit of $6,599 in the first nine months of 2002.
  Net profits have increased primarily because of a significant increase in
  sales.  The gross profit percentage increased to 25.9% compared to 25.8%.

  Delivery expense increased by $36,148, which was made up primarily by
  drivers' salaries, increasing $15,312 and fuel costs, increasing $15,453.

  Selling expense increased $6,974 caused by a general increase in marketing
  activities.

  General and administrative expenses increased by $9,538 caused primarily
  by increased professional fees of $8,547 incurred for the stock offering.

  Interest expense decreased by $630.  The slight decrease is a result of
  lower interest rates, combined with an increased amount of outstanding
  debt of $233,376.

Liquidity and Capital Resources

  Cash and cash equivalents were $39,077 at September 30, 2003, and increase
  of $18,957 from $20,120 at September 30, 2002.



<PAGE>


  Net cash provided used by operating activities was $112,800 for the period
  ended September 30, 2003, compared to net cash provided used by operating
  activities for the period ended September 30, 2002 of $34,569.  In general,
  changes from period to period in cash flow from operations are primarily
  due to changes in the net profit or loss experienced by Company.  In
  addition, changes in accounts receivable, inventories, prepaid expenses and
  deposits, accounts payable and customer deposits affect period to period
  cash flow from operations.  Many of these fluctuations are due to the
  timing of cash receipts or payments.

  In the nine month period ended September 30, 2003, net cash used in
  investment activities increased to $384,023 from $42,653 for the same
  period for 2002.

  In the nine month period ended September 30, 2003, use of cash for making
  principal payments on long-term debt for the period ended September 30,
  2003 was $12,522 compared to $74,613 for the same period in 2002.

  As of September 30, 2003, Company's current long-term debt consists of:

  1.  a $464,000 note payable to a bank due in semi-annual installments of
      $28,200;   and

  2.  deferred compensation owed to the President and Chairman of the Board
      of Directors of Company, which has been deferred by his verbal
      agreement not to demand payment before 2005, except in the case of
      death or termination.

  The amount of the deferred compensation owed including interest is
  $430,825.  The note is unsecured and carries a 5.5% interest rate.
  Company does not anticipate any significant capital expenditure
  requirements other than that occasioned by the addition of the dairy
  facility described below.  It is currently funding its debt payment from
  operating revenue.  It does not currently need a line of credit and does
  not anticipate needing one.  If one is required, Company management is
  confident a line of credit could be obtained.  Company has a long term
  relationship with U.S. Bank, National Association, and they have indicated
  a willingness to establish a line of credit.

  The only anticipated capital expenditures required for Company's feed mill
  operation occasioned by the addition of a dairy facility would be the need
  for an additional storage bin for feed, the cost of which would be
  approximately $100,000.  Other than this, the increased demand for feed
  can be absorbed by current equipment and production capacity.

Significant Accounting Policies Effecting Financial Disclosures

  Critical accounting policies effecting financial disclosures include
  estimates of useful life on property and equipment and the recognition of
  revenue on an accrual basis when products are sold.  It is unlikely that
  materially different amounts would be reported using different conditions,
  policies or assumptions.  Estimated useful lives are based on historical
  information and Company has not experienced material problems with
  collecting accounts receivable.


<PAGE>


Item 3.    Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures.

     The Company's Chief Executive Officer and Chief Financial Officer,
     Fred W. Raybourn has reviewed the Company's disclosure controls and
     procedures within 90 days prior to filing of this report.  Based upon
     the review, these officers believe that the Company's disclosure
     controls and procedures are effective in ensuring that material
     information related to the Company is made known to them by others
     within the Company.

(b)  Changes in Internal Controls

     There were not significant changes in the Company's internal controls
     or in other factors that could significantly affect these controls
     during the quarter covered by this report or from the end of the
     reporting period to the date of this Form 10-QSB.


<PAGE>


                          PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

    None.

Item 2.    Changes in Securities and Use of Proceeds

    (a)  None
    (b)  None
    (c)  On May 14, 2003, the Company commenced the offering of a minimum of
    17,500,000 and a minimum of 35,000,000 shares of its common stock at a
    price of $.40 per share, minimum offering proceeds of $7,000,000 and
    maximum offering proceeds of $14,000,000.  This offering was registered
    with the Securities and Exchange Commission in a Registration Statement
    on Form SB-2 (Commission File No. 333-88484) which the Commission
    declared effective on May 13, 2003.  The offering commenced on May 14,
    2003.  We continue to conduct our registered initial public offering for
    common stock.  The offering is being conducted by Company management on
    a best efforts basis and also by Carey, Thomas, Hoover & Breault, a
    registered broker-dealer and NASD member firm, as selling agent.

    As of the date of this report no shares of common stock have been sold
    under the offering and neither the Company nor the escrow agent has
    received any proceeds from this offering.

    From the effective date of the Registration Statement to September 30,
    2003, the Company incurred no expenses for its account in connection with
    the issuance and distribution of common stock registered for underwriting
    discounts and commissions, finders fees, expenses paid to or for
    underwriters, or other expenses.

Item 3.    Defaults Upon Senior Securities

    None.

Item 4.    Submission of Mailers to a Vote of Security Holders

    None.

Item 5.    Other Information

    None.



<PAGE>


Item 6.    Exhibits and Reports on Form 8-K

    (a)  Exhibits.  The following exhibits are filed as part of this report.
    Exhibit numbers correspond to the numbers in the exhibit table of
    Registration S-B.

Exhibit No.          Description

23.1                 Consent of Accountant
99.1                 Certification of Chief Executive Officer and Chief
                     Financial Officer Pursuant to 18 V.S.C. Sect. 1350,
                     As Adopted Pursuant To Section 906 Of The Sarbanes
                     Oxley Act Of 2002.

    (b)  No reports on Form 8-K were filed during the period ending
    September 30, 2003.


                                   SIGNATURES

  In accordance with the requirements of the Exchange Act, the registrant
  caused this report to be signed on its behalf by the undersigned, thereunto
  duly authorized.

                                      Western Feed Mills, Inc.

                                      By:  /s/ Fred W. Raybourn

                                      Fred W. Raybourn, President,
                                      Chief Executive Officer, Chief Financial
                                      Officer



<PAGE>


                                 CERTIFICATIONS

I, Fred W. Raybourn, Chief Executive Officer of Western Feed Mills, Inc.,
certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Western Feed
    Mills, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue
    statement of material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered
    by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this quarterly report, fairly presents in all
    material respects the financial conditions, results of operations and
    cash flows of the registrant as of, and for, the periods presented in
    this quarterly report;

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as
    defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
    we have:

   (a)  designed such disclosure controls and procedures to ensure that
   material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

   (b)  evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

   (c)  presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.

5.  The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

   (a)  all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

   (b)  any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and


<PAGE>


6.  The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date:  November 14, 2003


/s/ Fred W. Raybourn
Fred W. Raybourn
Chief Executive Officer
Chief Financial Officer


<PAGE>


                                 EXHIBIT LIST

Exhibit No.    Description

23.1           Consent of Accountants (1)

99.1           Certification of Chief Executive Officer and Chief Financial
               Officer Pursuant to 18 U.S.C. Section 1350, As Adopted
               Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002. (1)


<PAGE>


                                 CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350
        AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  In connection with the accompanying Quarterly Report on Form 10-QSB (the
  "Report") of Western Feed Mills, Inc. (the "Company") for the quarter
  ended September 30, 2003, I Fred W. Raybourn, Chief Executive Officer and
  Chief Financial Officer of the Company, hereby certify pursuant to
  18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002, to my knowledge, that:

  (1)  the Report fully complies with the requirements of section 13(a) or
  15(d) of the Securities Exchange Act of 1934; and

  (2)  the information contained in the Report fairly presents, in all
  material respects, the financial condition and results of operations of
  the Company.


Dated: November 14, 2003

                                      /s/ Fred W. Raybourn
                                      Fred W. Raybourn
                                      Chief Executive Officer
                                      Chief Financial Officer
                                      Western Feed Mills, Inc.