U. S. Securities and Exchange Commission
                     Washington, D. C.  20549

                           FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the fiscal year ended October 31, 2000
                               ----------------

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

     For the transition period from _________________ to __________________

                 Commission File No.  333-75297
                                      ----------

                         R & R RANCHING, INC.
                       ----------------------
              (Name of Small Business Issuer in its Charter)

        NEVADA                                           87-0616524
-------------------------------                   --------------------------
(State or Other Jurisdiction of                   (I.R.S. Employer I.D. No.)
 incorporation or organization)

                     899 South Artistic Circle
                      Springville, Utah 84663
                      -----------------------
             (Address of Principal Executive Offices)

            Issuer's Telephone Number:  (801) 489-3238

                               N/A
                      ----------------------
  (Former name and former address, if changed since last Report)

Securities Registered under Section 12(b) of the Exchange Act:  None.

Securities Registered under Section 12(g) of the Exchange Act:  None.

     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.

     (1)   Yes  X    No            (2)   Yes   X    No

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not 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.  [ ]

State Issuer's revenues for its most recent fiscal year: October 31, 2000 -
$14,450.

For the Exhibit Index, see Part III, Item 13.

     State the aggregate market value of the common voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.

     February 12, 2001 - $47,000.  There are approximately 94,000 shares of
common voting stock of the Company held by non-affiliates.  The average bid
price for the Company's common voting stock within the last 60 days was $.50
per share.

           (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                  DURING THE PAST FIVE YEARS)

                         Not Applicable.

           (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

          State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

                          February 12, 2001

                              1,100,000

               DOCUMENTS INCORPORATED BY REFERENCE
               -----------------------------------

                         See Part III, Item 13

   Transitional Small Business Issuer Format   Yes  X   No ___

                              PART I

Item 1.  Description of Business.
         -----------------------

Business Development.
--------------------

     Corporate Developments.
     ----------------------

          R & R Ranching is a Nevada corporation organized on August 3, 1998,
for the purpose of breeding and raising bison.  On February 11, 2000, it
completed an offering of 100,000 Units pursuant to a Registration Statement
on Form SB-2, which was declared effective by the Securities and Exchange
Commission on September 1, 1999.  The Units consist of one share of common
stock, one A Warrant to purchase one share of common stock at a price of $2.50
and one B Warrant to purchase one share of common stock at a price of $5.00.
The purpose of the offering was to raise funding to pay off a related party
loan and to commence ranching operations in Alberta, Canada.

          On October 5, 1998, R & R Ranching executed a Purchase Agreement
under which it agreed to purchase 20 mature bison cows at a price of $84,000
($4,200 per head).  In order to complete the purchase and begin operations
without waiting for the proceeds from its offering, Libco, a consulting firm
that is controlled by the President of R & R Ranching, William R. Davidson,
loaned $70,000 to R & R Ranching.  The loan was paid together with interest of
$7,730 in February 2000.

          On December 1, 1998, R & R Ranching and Blue Sky entered into the
management agreement, under which Blue Sky Bison Ranch, Ltd., of Carvel,
Alberta, Canada, agreed to provide bison management services for R & R
Ranching's bison for a period of one year, beginning January 1, 1999.  The
management agreement provides for Blue Sky to provide grazing lands; winter
feed, hay, straw, grains, minerals and water; veterinary care; handling
facilities and handling labor; identification tagging and records management;
and herd bulls for breeding.  Blue Sky also agreed to market R & R Ranching's
yearly calf crop at Blue Sky's expense and to assist in marketing, selling and
transporting its breeding stock at R & R Ranching's expense.  R & R Ranching
is required to pay a management fee of $500 (Canadian) (approximately US$ 335)
per month, with Blue Sky to have a lien on  R & R Ranching's bison for payment
of such fees.  In addition, R & R Ranching will pay to Blue Sky one-fourth
(1/4) of the proceeds from the sale of R & R Ranching's bulls and heifers.
The agreement has been amended such that Blue Sky can receive some of the
calves in lieu of the monthly management fee, the number of calves is to be
determined by the R & R Ranching's management.

          Principal Products or Services and Their Markets
          ------------------------------------------------

          Bison, or American Plains Buffalo, are native to the American and
Canadian plains.  Although they were slaughtered near the point of extinction
in the late 19th century, recent estimates have suggested that there are now
approximately 150,000 bison in the United States and Canada.

          The principal market for bison is as meat, but the heads, bones
and hides are also sold to novelty shops and to individual buyers.  Animals
are also sold for organized bison hunts and to public game reserves and zoos.
Bulls and heifers are also sold to other producers as breeding stock.

          About 7,500,000 pounds of meat from approximately 15,000 bison are
sold in the United States each year.  The Meat and Poultry Inspection
Directory of the U.S. Department of Agriculture lists about 100 bison-
processing facilities in the United States.

          Bison meat has a low fat content (less than 3%) and a cholesterol
content that is lower than beef, chicken or pork.

<TABLE>
<CAPTION>
                         Nutrient Composition
                  (per 100 grams of cooked lean meat)(1)
                  -----------------------------------


                    Fat            Calories       Cholesterol
     Species        (Grams)        (Kcal)         (Mg.)
     -------        -------        ------         -----
<S>               <C>             <C>            <C>
     Bison          2.42           143            82

     Beef           9.3            211            86

     Chicken        7.41           190            89
     (Skinless)

</TABLE>
          (1)  Source: USDA Handbook.

          Many people believe bison to have a richer flavor than beef.  It
is prepared much the same as beef, without special handling.  It also has a
high proportion of protein, minerals and fatty acids in relation to its
caloric value.  Unlike beef, bison spend very little time in the feedlot and
are not generally subjected to drugs, chemicals or hormones. For all these
reasons, bison is often considered a superior alternative to beef.

          Bison meat is available in the form of steaks, patties, rib roast,
short rib, sausage and jerky. Principal markets include wholesalers,
restaurants, custom meat stores and mail-order or on-the-farm sales to the
general public.

          The commercial bison market is very young.  At present, the demand
for breeding stock is high, and it is expected to remain high as producers
attempt to increase the size of the American and Canadian herds.  Because
females are currently more valuable as breeding stock than as meat, R & R
Ranching expects that its herd will be used for breeding.  Unless a
substantial market for buffalo meat develops, the market for breeding stock
will likely follow the same downward pattern as it has in the ostrich
industry.  See the Risk Factor "Market Acceptance of Product Line."

          The bison breeding season begins in August and continues into
October, with calving season running from May to July.  Cows can begin
breeding at age two and can reproduce every year up to age 15 and every other
year to age 25.  Bulls can also begin breeding at two years of age.

          Although they are generally disease resistant, bison are closely
related to cattle and are subject to may of the same diseases. Brucellosis is
a contagious disease of cattle and buffalo that can cause spontaneous
abortion.  R & R Ranching will be required to test its Canadian herd for
tuberculosis and brucellosis.  If either disease is found, the infected
animals will have to be culled, which could have an adverse effect on R & R
Ranching's profitability.

          Distribution Methods of the Products or Services
          ------------------------------------------------

          Bison products have historically been sold directly to interested
buyers who visit the ranch or in specialty markets such as health food stores
and gourmet stores.  Several U.S. producers have also established successful
mail order markets.  Bison pelts, heads and skulls are typically marketed
through Western-themed retailers or directly by the producer.

          Breeding stock is generally marketed to other bison producers in
bison-related publications such as the Western Livestock Journal and
BisonWorld, the official publication of the National Bison Association.  Local
newspapers and agricultural publications are also common marketing methods.
In addition, state and national bison associations often have booths and
provide marketing information at agricultural events.

          Under the management agreement, Blue Sky has agreed to assist in
marketing, selling and transporting R & R Ranching's breeding stock at R & R
Ranching's expense, and to market and sell R & R Ranching's yearly calf crop
at Blue Sky's expense. "Breeding stock" refers to bison that are used to
increase the size and quality of the herd through breeding.  The yearly calf
crop is the product of the breeding stock, and may itself be used as meat or
as breeding stock.

            Blue Sky is active in the buying and selling of bison.  It has
arranged to sell R & R Ranching's products to several of its bison industry
contacts for up to the next five years.  However, Blue Sky does not have any
binding sales contract with any of these entities, and it can not guarantee
that it will be able to sell R & R Ranching's yearly calf crops through this
channel.

             A representative of Diving Buffalo Ranch, the entity from which R
& R Ranching purchased its bison, has also verbally told R & R Ranching's
President that Diving Buffalo will assist R & R Ranching in selling its bison
at R & R Ranching's request.  However, Diving Buffalo is not contractually
committed to give R & R Ranching any marketing assistance.

          R & R Ranching has no plans to advertise its products in the
foreseeable future.  William R. Davidson intends to become active in national
and local bison associations in order to develop the networking contacts
necessary to market the products.  There can be no assurance that R & R
Ranching will be able to successfully produce or market enough animals to make
its operations profitable.

          Competitive Business Conditions
          -------------------------------

          The bison industry is diffuse; this is the case with most
agricultural industries.  The NBA estimates that in 1998, approximately
250,000 head were being raised by over 2,200 producers in the United States
and Canada.  Bison producers range in size from hobby farmers who maintain a
few animals as a side interest or tourist attraction to large producers owning
several hundred to several thousand bison.

          R & R Ranching began operations with a herd of only 20 mature
cows.  Because of the large number of producers in North America, many of
which will have substantially larger herds and facilities, management expects
that its operations will be a very small part of the overall bison industry.
R & R Ranching hopes to develop a reputation as a breeder of high quality
stock, which it believes will enhance its competitive position in the
industry.  However, even if its operations are successful, R & R Ranching will
almost certainly remain a small player.

            R & R Ranching's most significant competition will come from Adam
Ranch in northern Alberta, and Tatonka Ranch in Saskatchewan.  These are the
two largest Canadian bison ranches.  Each has more than 1000 cows.

          The principal market for bison cows is as breeding stock.  As
additional producers enter the market and begin breeding operations, supply
will almost certainly increase, making R & R Ranching's role in the bison
industry even less significant.  In addition, overproduction of bison cows may
result in lower market prices for R & R Ranching's products, which would
reduce its profitability.

          Sources and Availability of Raw Materials
          -----------------------------------------

          Feed is the largest operating cost of a bison operation.  In
Alberta, Canada, pasture grazing is generally sufficient for nine months of
the year.  In the winter months, hay must often be used to supplement the
herd's diet.  Cows will eat 15 to 25 pounds of hay per day, with weaned calves
and bulls consuming 10 pounds and 20 to 30 pounds per day, respectively.  Hay
in Alberta is plentiful but, as with all agricultural crops, is subject to
significant price fluctuations.

          Oats are used to supplement hay and to flush bison cows during
breeding time (to ensure a high conception rate).  Other raw materials used in
the bison industry include salt and minerals, water, deworming medication,
antibiotics, and miscellaneous items required to repair fences, vehicles and
handling facilities.  Management believes that each of these materials will be
available in sufficient quantities.  Blue Sky will provide feed for R & R
Ranching's bison during the one-year term of the management agreement.

          Once R & R Ranching identifies a suitable property for its own
bison facility, it will be responsible for providing all of the raw materials
necessary to maintain its herd.

          Dependence on One or a Few Major Customers
          ------------------------------------------

          Management believes that the pool of potential purchasers of its
breeding stock is large because of the diffuse nature of the bison production
industry.  Bison can be shipped over long distances, so the market for R & R
Ranching's animals will not necessarily be limited to Alberta.

          R & R Ranching may also make a portion of its herd available for
slaughter, although it will focus primarily on the production of breeding
stock.  Prudent herd management requires the frequent culling of less
desirable breeding stock; R & R Ranching believes that demand for bison meat
is high enough to absorb the supply of culled animals.  There is a
slaughterhouse approximately two to three hours from Blue Sky's ranch in
Alberta, Canada.  This slaughterhouse is devoted exclusively to the slaughter
of bison.  Management believes that this facility has enough capacity to all
bison that R & R Ranching sends to slaughter, whether directly or through
third party purchasers.

          Need for Governmental Approval of Principal Products or Services
          ----------------------------------------------------------------

          The Canadian Health of Animals Branch of Agriculture and Agri-food
Canada requires all stock to be certified free of tuberculosis and
brucellosis.  This involves compulsory testing for all captive bison two years
old and older.  Under the management agreement, Blue Sky will handle all
veterinary care for R & R Ranching's herd.

          The U. S. Department of Agriculture does not currently require
inspection of bison meat.  However, because consumers believe that USDA
inspection provides an assurance of quality, many bison producers have decided
to seek USDA approval of their products voluntarily.  This requires the
producer to arrange for slaughter and processing of its animals at a packing
house that the USDA has designated as an "Official Bison Establishment."
Bison that are slaughtered at an Official Bison Establishment may be branded
with a USDA inspection brand.

          R & R Ranching plans to raise its bison in Canada and to focus on
the production of bison for breeding.  Therefore, management does not believe
that obtaining USDA approval of its animals will be necessary.

          Effect of Existing or Probable Governmental Regulations on the
          --------------------------------------------------------------
Business
--------

          Veterinary care is one of Blue Sky's management responsibilities
under the management agreement, and compliance with the Canadian disease-
certification regulations will be included.  If and when R & R Ranching moves
its operations to its own facilities, it will take over testing
responsibilities.  If any of R & R Ranching's animals are found to be infected
with tuberculosis or brucellosis, they will have to be destroyed.  Large-scale
infections will require the destruction of a large portion of R & R Ranching's
herd and may have a serious negative effect on its operations and
profitability.

          Research and Development
          ------------------------

          R & R Ranching does not expect that research and development will
be a significant part of its operations, other than using well-established
selective breeding techniques to ensure the quality of its herd.

          Costs and Effects of Compliance with Environmental Laws
          -------------------------------------------------------

          Management does not believe that compliance with environmental
laws will require a significant portion of its resources.

          Number of Employees
          -------------------

          Management of R & R Ranching's herd will be the responsibility of
Blue Sky, and will be handled through its own employees through the end of the
fiscal year, unless R & R Ranching is able to identify a suitable location for
its own facility. R&R Ranching will assume day-to-day management activities if
the proper facility is located during the operational year.  R & R Ranching
expects that these duties will be delegated to experienced, competent
contractors.  R & R Ranching's executive officers will manage its operations
on a part-time basis and will not receive any salary or wages for the
foreseeable future.  Directors and executive officers will be compensated for
travel and out-of-pocket expenditures.

          Public Offering.
          ---------------

          R & R Ranching commenced a public offering of Units consisting of
common stock and warrants in late 1999.  The offering was completed on
February 11, 2000, with all 100,000 Units being sold for gross proceeds of
$125,000.

          Use of Proceeds
          ---------------

          The proceeds of $125,000 have funded the operations of the Company
to date. R & R Ranching used the net proceeds from its public offering as
follows:

               Repay loan from Libco $77,700

               Management Fees to Blue Sky Bison $4,500

               Accounting/Attorney's Fees $8,000

               Offering Costs $6,517

               Unused Proceeds $26,283

               Total Proceeds $125,000 (1)

          (1) R&R Ranching still has 26,283 to be used to move the animals
to Canada, and to establish operations in Canada (Lease land, build fences)

          Risk Factors.
          ------------

POOR BREEDING STOCK WOULD ADVERSELY AFFECT THE COMPANY

          R & R Ranching must be able to get enough genetically consistent
breeding stock on reasonable terms and at reasonable prices in order to
succeed. R & R Ranching can not guarantee that it will be able to do this. See
"Description of Business."

AN UNHEALTHY HERD WILL ADVERSELY AFFECT THE COMPANY

          The health of R & R Ranching's breeding herd and bison will have a
great impact on its profits. If its breeding herd or bison population
contracts a disease causing it to breed less productively, or which kills many
of its bison, R & R Ranching's business operations will be damaged. In
addition, many bison will be raised together, which will make them more
vulnerable to contagious disease. R & R Ranching can not guarantee that it
will be able to avoid herd health problems. See "Description of Business."

VOLATILE SUPPLY COSTS COULD HURT OPERATIONS

          R & R Ranching's profitability is extremely sensitive to changes
in the cost of supplies because the cost of feed and other supplies are a
large part of the cost of producing bison. These costs are affected by
regional and seasonal availability and demand.  Crop conditions, weather and
other factors may make feed and supplies more expensive. Increased expense or
a large decline in the availability of these supplies could have a negative
effect on R & R Ranching. See "Description of Business."

MANAGEMENT EXPECTS EARLY LOSSES

          R & R Ranching was formed in August 1998 and has very limited
operating history.  The purchase of breeding stock requires large up front
expenditures and working capital during the initial start-up period.  R & R
Ranching expects that its initial expenses will result in losses early in its
development. It can not guarantee that it will become profitable in the
foreseeable future. See "Management's Discussion and Analysis or Plan of
Operation."

AUDITOR'S "GOING CONCERN" OPINION

          The Independent Auditor's Report for R & R Ranching's audited
financial statements as of October 31, 2000, expresses "substantial doubt
about [R & R Ranching's] ability to continue as a going concern," due to its
status as a newly formed company that has not yet established profitable
operations.

STRONG COMPETITION MAY HURT THE COMPANY'S OPERATIONS

          Many of its current and potential competitors have much more
financial, technical and personnel resources than R & R Ranching. R & R
Ranching can not guarantee that its competitors will not be more successful in
developing and improving bison production technologies and raising
consistently high quality bison that are more economical to raise than R & R
Ranching's bison. Also, as additional competitors begin operations, the supply
of bison may exceed demand and result in lower market prices for bison.  R & R
Ranching's competitive position in the buffalo ranching industry is extremely
small.

FAILURE TO COMPLY WITH GOVERNMENT REGULATION MAY ADVERSELY AFFECT OUR COMPANY

          R & R Ranching is subject to federal, state, provincial and local
government regulations, including those restricting certain types of
investor-owned livestock production operations and those concerning
occupational safety and health, and zoning. R & R Ranching will attempt to
comply with all applicable regulations.  However, it can not guarantee that it
will satisfy all regulations or obtain all required approvals. Failure to
comply with applicable regulations can, among other things, result in fines,
suspensions of regulatory approvals, operating restrictions, and criminal
prosecution. Changes in or additions to applicable regulations could also have
a negative effect on R & R Ranching and its business. See "Description of
Business."

R & R RANCHING WILL FACE HIGH CAPITAL COSTS

          Bison operations require expensive capital assets such as:

               land;

               handling facilities and fences;

               equipment and breeding stock;

               operating funds; and

               labor and management.

          For a typical 40-cow bison operation, the cost of these capital
assets can be as high as $300,000.  This high initial investment prevents many
small investors from entering the bison industry.

THE COMPANY WILL BE ADVERSELY AFFECTED IF THE MARKET DOES NOT ACCEPT BISON
MEAT

          The North American meat industry is dominated by producers of
beef, pork and chicken.  Bison is not a mainstream meat product, and R & R
Ranching can not guarantee that the public will want to purchase bison meat in
sufficient amounts to make R & R Ranching's operations profitable.  Producers
of ostrich, another non-mainstream meat, have found it very difficult to gain
large-scale access to consumers.  The ostrich meat industry was also
disadvantaged by the higher prices being paid for live ostriches as breeding
stock, as compared to the relatively low price per pound for ostrich meat.
When it became clear that no large-scale meat market would develop in the
foreseeable future, the prices of ostrich breeding stock fell to meat market
prices.  The bison industry is likely to face similar difficulties.

THE BISON INDUSTRY IS NOT HIGHLY ORGANIZED

          Accurate data about various facets of the bison industry is very
difficult to obtain, and organized or aggregate information for the most part
simply does not exist.  This lack of industry organization and information
prevents many investors from entering the bison industry.

THE LACK OF ORGANIZATION IN THE BISON MEAT MARKET MAY MAKE THE COMPANY'S BISON
HARDER TO SELL

          The bison production industry lacks well-defined and established
channels of product distribution because it is a new industry.  There is no
large-scale, organized system for wholesaling or retailing buffalo products.

IF THE CANADIAN DOLLAR STRENGTHENS, R & R RANCHING'S EARNINGS MAY BE REDUCED

          R & R Ranching will be conducting its principal operations in
Canada.  It will pay most of its operating expenses and receive most of the
proceeds from its bison sales in Canadian dollars.  If the Canadian dollar
strengthens relative to the U.S. dollar, R & R Ranching's earnings may be
adversely affected when converted from Canadian dollars into U.S. dollars.

THE MARKET PRICE OF THE SECURITIES MAY NOT EXCEED THE EXERCISE PRICE OF THE
OUTSTANDING WARRANTS

          The value of the warrants lies in the possibility that the price
of R & R Ranching's common stock may someday exceed the exercise price of the
warrants.  R & R Ranching can not guarantee that the market price for its
common stock will exceed the exercise price of the warrants.  If the market
price does not exceed $2.50 per share (for the A Warrants) or $5.00 per share
(for the B Warrants) during the five-year term of the warrants, they will
become worthless.

WILLIAM R. DAVIDSON HAS VOTING CONTROL OF R & R RANCHING

          William R. Davidson can elect all of R & R Ranching's directors,
who in turn appoint all executive officers, without regard to the votes of
other stockholders.  Mr. Davidson has absolute control over the management and
affairs of R & R Ranching.  Mr. Davidson currently owns approximately 91% of R
& R Ranching's outstanding voting securities (not taking into account the
exercise of any of the Warrants).  See "Security Ownership of Certain
Beneficial Owners and Management."

IF R & R RANCHING DOES NOT MAINTAIN A CURRENT PROSPECTUS AND REGISTRATION,
WARRANT HOLDERS WILL NOT BE ABLE TO EXERCISE THEIR WARRANTS

          Holders of the warrants will only be able to exercise them if R &
R Ranching maintains a current prospectus in effect and the exercise is
qualified or exempt from qualification under applicable securities laws of the
warrant holders' states of residence.  Although R & R Ranching intends to use
reasonable efforts to update its prospectus as necessary to maintain a current
prospectus and federal and state registration or qualification for the
exercise of the warrants, it can not assure investors that it will be able to
do so when the investors wish to exercise the warrants.  The value of the
warrants will decrease greatly if R & R Ranching does not maintain a current
prospectus and registration or qualification.

Item 2.  Description of Property.
--------------------------------

          R & R Ranching does not currently own any property.  Its executive
office is the office of William R. Davidson, its President, and is provided
rent free.  The office consists of approximately 1200 square feet located in
an office building in Springville, Utah.  During the next 12 months, R & R
Ranching plans to identify, lease and fence a pasture and feeding facility in
Alberta, Canada.  Management is seeking a property of approximately 160 acres
for this purpose.  R & R Ranching has not yet identified a suitable location
and there is no guarantee that it will be able to do so or that, if it does,
it will be able to obtain a lease on satisfactory terms.

          The management agreement with Blue Sky has been renewed for
successive one-month periods until it is able to move its herd to a new
location.

          Blue Sky has subcontracted with Diving Buffalo to provide the
services that Blue Sky is required to provide to R & R Ranching under the
management agreement.  Diving Buffalo is housing R & R Ranching's bison herd
at its ranch in Melstone, Montana.  There is no agreement between R & R
Ranching and Diving Buffalo in this regard and all obligations of R & R
Ranching and Blue Sky under the management agreement remain unchanged.

          Diving Buffalo's property consists of approximately 640 acres and
has sufficient working corrals and handling facilities for vaccination and
truck loading of bison.

Item 3.  Legal Proceedings.
--------------------------

          R & R Ranching is not a party to any pending legal proceeding.  To
the knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against R & R Ranching.  No director,
executive officer or affiliate of R & R Ranching or owner of record or
beneficially of more than five percent of R & R Ranching's common stock is a
party adverse to R & R Ranching or has a material interest adverse to R & R
Ranching in any proceeding.

Item 4.  Submission of Matters to a Vote of Security Holders.
------------------------------------------------------------

          No matter was submitted to a vote of the Company's security
holders during the fourth quarter of the period covered by this Report or from
inception on August 3, 1998.

                             PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
-----------------------------------------------------------------

Market Information.
-------------------

          The Company's common stock is traded on the OTC Bulletin Board of
the National Association of Securities Dealers, Inc. ("NASD"); however, the
market for shares of the Company's common stock is extremely limited and only
commenced October 18, 2000.  No assurance can be given that the present market
for the Company's common stock will continue or be maintained, and the sale of
the Company's "unregistered" and "restricted" shares of common stock pursuant
to Rule 144 of the Commission by members of management may have a substantial
negative impact on the public market.  William R. Davidson is able to sell up
to 11,000 of his 1,002,500 "unregistered" and "restricted" shares in any three
month period.  See the Risk Factor "Sale of 'Restricted' Securities."

          The Company's common stock was only recently quoted on the OTC
Bulletin Board on October 18, 2000.  The high and low bid prices for these
shares of common stock of the Company since that period are as follows:

               Bid

Quarter ending:                         High             Low

October 18, 2000, through
October 31, 2000                         $.50            $.50

November 1, 2000, through
January 31, 2001                         $.50            $.50

          These bid prices were obtained from the National Quotation Bureau,
Inc. ("NQB") and do not necessarily reflect actual transactions, retail
markups, mark downs or commissions.

          Each of the Units sold under R & R Ranching's offering consists of
one share of the Company's common stock, one "A" Warrant to purchase an
additional share of common stock at a price of $2.50 per share, and one "B"
Warrant to purchase an additional share of common stock at a price of $5.00
per share.  No warrants have yet been exercised and 100,000 "A" Warrants and
100,000 "B" Warrants are currently outstanding.  In addition, R & R Ranching
has adopted a 1998 Stock Option Plan and has reserved 1,000,000 shares of
common stock under that Plan.  The issuance of any of these shares  may dilute
the holdings of purchasers under R & R Ranching's recent offering.

          The 1,000,000 "unregistered" and "restricted" post-split shares of
common stock beneficially owned by William R. Davidson are the only
"unregistered" and "restricted" securities that R & R Ranching has issued
since its inception.  Future sales of any of these shares, or any shares
issued under the 1998 Stock Option Plan or otherwise may decrease the value of
R & R Ranching's common stock in any "public market" that may develop for the
common stock.  See "Security Ownership of Certain Beneficial Owners and
Management."

Holders.
--------

          As of February 12, 2001, R & R Ranching has 60 record stockholders.

Dividends.
----------

          R & R Ranching has not declared any cash dividends with respect to
its common stock or its preferred stock, and does not intend to declare
dividends in the foreseeable future. There are no material restrictions
limiting, or that are likely to limit, R & R Ranching's ability to pay
dividends on its securities.

Sales of Unregistered Securities During the Past Five Years.
-----------------------------------------------------------

          The following table provides information about all "unregistered"
and "restricted" securities that R & R Ranching has sold since inception, and
which were not registered under the 1933 Act:

<TABLE>                                 Number
                         Date           of         Aggregate
Name of Owner            Acquired       Shares    Consideration
-------------            --------       ------    -------------
<S>                     <C>            <C>       <C>

William R. Davidson      8/10/98        1,000,000   $25,000
                                        Common

          Management believes that Mr. Davidson is an "accredited investor"
as that term is defined under applicable federal and state securities laws,
rules and regulations, because he is a director and executive officer of R & R
Ranching.  Management also believes that the offer and sale of these shares of
common stock were exempt from the registration requirements of Section 5 of
the Act pursuant to Section 4(2) thereof, and from similar states' securities
laws, rules and regulations covering the offer and sale of securities by
available state exemptions from such registration.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
------------------------------------------------------------------

Plan of Operation.
------------------

          R & R Ranching's plan of operation for the next 12 months is to
continue with its bison operation under the management agreement with Blue Sky
Bison. As of the date of this Report, R & R Ranching's has 20 cows and 10
heifers, with the possibility of each cow and heifer delivering a calf during
the Spring 2001, assuming each cow was bred during the 2000 breeding season.
Management assumes that each cow is pregnant based upon observation, however,
it cannot accurately account for pregnancy until after the 2001 calving
season. R&R Ranching exchanged the calves born during 1999 and 2000 for the
additional 10 heifers, based upon market prices and through various
negotiations by management.  The initial 20 cows were purchased at the
beginning of 1999.

          As of the date of this Report, any calves born during the 2001
calving season will be marketed and sold into the bison meat market.  Several
buyers have expressed an interest in purchasing R & R Ranching's calves. R&R
anticipates Blue Sky Bison will complete and market R&R Ranching's calves
during the weaning season in 2001. Management expects to be able to sell all
of its calves from the 2001 season during the first or second quarter of its
fiscal year ending October 31, 2002, although there can be no assurance that
this will be the case. Because all of R & R Ranching's cows are young (about
three to five years old), management hopes that it will not have to use many
of its heifer calves to replace cows. This would allow R & R Ranching to sell
almost all of its heifer calves while its cows are in their breeding prime.
Currently, all of the cows and heifers owned are less than 5 years old.
However, many factors, including illness and death of its existing cows, could
force R & R Ranching to keep some of its annual heifer calf crop; this would
have a negative effect on revenues because the replacement heifers would not
be made available for sale.

          Most bison operations breed bulls at the rate of about one bull to
10 cows. Because the cows that it received under the Purchase Agreement were
already pregnant, breeding bulls were not used until the 1999 fall breeding
season. The management agreement provides for Blue Sky to supply bulls for
breeding, so R & R Ranching will not require breeding bulls of its own until
it moves its operations to its own location as discussed below. Once this
occurs, R & R Ranching will keep about one bull for every 10 cows, to be bred
for two years. Currently, it appears that all of R&R Ranching's 20 cows and 10
heifers are pregnant, and were bred during the 2000 breeding season.  R & R
Ranching will have to keep replacement bulls from its own herd (or purchase
them, on a regular basis) in order to ensure genetic diversity and avoid
inbreeding. Bison ranchers commonly keep bulls and cows together and let
nature dictate the breeding season. Most breeding occurs in July and August,
with a 275 day gestation period. R & R Ranching will breed its 30 cows during
each cow's normal cycle during the months of July and August. Management's
current plan is to use Blue Sky Bison's bulls for the 2001 breeding season.

          Calves born in the spring of 2000 were weaned during the month of
December, 2000. R & R Ranching tagged (for identification purposes) and
vaccinated its calves during the weaning period. R & R Ranching will pay Blue
Sky $500 (Canadian) (approximately $US 335) per month under the management
agreement, and will pay to Blue Sky one-fourth (1/4) of the proceeds from the
sales of its bulls and heifers during 1999. In exchange, Blue Sky will provide
grazing of the herd, winter feeding, veterinary care, handling, identification
tagging and records maintenance, and provision of breeding bulls (at the rate
of one bull per 20 cows). With additional feed expenses and reimbursement of
out-of-pocket expenses of its directors and officers, R & R Ranching expects
annual costs of operation in 2000 to equal approximately $12,000. Management
estimates that it will cost approximately $500 to raise a calf to the point
where it is weaned and ready for sale. This figure includes the payment of
one-fourth of sales proceeds to Blue Sky as discussed above. The price range
for weaned heifer calves is about $1,200 to $1,500; for weaned bulls it is
$1,000 to $1,200. Therefore, R & R Ranching expects to make a profit of $700
to $1,000 per heifer calf and $500 to $7,00 per bull calf. These figures
depend on many factors, including for example: a calf crop of 90%; lack of
factors that would complicate pregnancy and birth (e.g., unusually harsh
weather, brucellosis and other diseases, inferior genetic stock); and
stability of feed and bison prices. If any one of these factors changes, R & R
Ranching's profitability could decrease significantly.

          During the next 12 months, management plans to begin searching for
a suitable 1/4 section (160 acres) property to lease for its operations.
Management intends to limit its search to the Province of Alberta, Canada, and
will try to locate a full section (640 acres), with W. Malcolm C. Davidson,
William R. Davidson's father, to lease three quarters and R & R Ranching to
lease one quarter. If R & R Ranching is successful in its property search, it
will have to transport the herd to the new facility, hire herd management
personnel and begin paying directly for all costs that are currently covered
by the management agreement. R & R Ranching would also be responsible for the
purchase or lease of its own handling facilities (pens and chutes for
restraining animals during breeding, veterinary treatment and transportation).
Management believes that by locating R & R Ranching's herd next to W. Malcolm
C. Davidson's herd, both parties will be able to share handling facilities and
reduce expenses. However, there is no formal agreement between the parties in
this regard and it is possible that R & R Ranching may have to purchase
handling facilities of its own. These facilities typically cost from $2,000 to
$2,500. R & R Ranching has not allocated any of the proceeds from its offering
to the acquisition of handling facilities. R & R Ranching will have to obtain
them with operating revenues or through additional debt or equity funding if
handling facilities become necessary in the next 12 months. R & R Ranching can
provide no assurance that it will have enough money to acquire these
facilities. Management expects that it will hire one person to operate its
ranch once it has located a suitable property. The standard rate for ranch
workers in Alberta is approximately $10 to $12 (Canadian) (approximately US$
6.70 to US$ 8.04) per hour. R & R Ranching believes that the labor pool in
Alberta is large enough that it will not have difficulty finding a suitable
worker. During the next 12 months, R & R Ranching will be able to meet its
current operating expenses from anticipated bison sales. Currently, management
has $26,283 remaining from the initial public offering.  Management expects
that the net proceeds remaining from its offering will be used to lease and
fence its ranch, and to move its 30 bison to Canada by the end of the
2ndquarter 2001.


Results of Operations.
----------------------

          There were revenues for the year ended October 31, 2000, of $14,450
and expenses were $28,193; and losses were ($15,931).  These losses were
primarily the result of general and administrative expenses.

Liquidity.
----------

          The Company had cash of $26,283 at October 31, 2000.  The money
remaining from the offering will be used to establish operations in Canada and
will be sufficient for one year without the Company obtaining additional
financing.

Item 7.  Financial Statements.
-----------------------------

For the periods from Inception on August 3, 1998, through October 31, 2000 and
1999.

     Independent Auditors' Report

     Balance Sheet for the year ended October 31, 2000

     Statements of Operations

     Statements of Stockholders' Equity

     Statements of Cash Flows

     Notes to the Financial Statements
<PAGE>
                       R & R RANCHING, INC.
                  [A Development Stage Company]

                       FINANCIAL STATEMENTS

                         OCTOBER 31, 2000

                  PRITCHETT, SILER & HARDY, P.C.
                   CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
                       R & R RANCHING, INC.
                  [A Development Stage Company]




                            CONTENTS

                                                               PAGE

       - Independent Auditors' Report                                1


       - Balance Sheet, October 31, 2000                             2


       - Statements of Operations, for the year ended
             October 31, 2000 and 1999 and from inception
             on August 3, 1998 through October 31, 2000              3


       - Statements of Stockholders' Equity, from inception
             on August 3, 1998 through October 31, 2000              4


       - Statements of Cash Flows, for the year ended
             October 31, 2000 and 1999 and from inception
             on August 3, 1998 through October 31, 2000           5 - 6


       - Notes to Financial Statements                           7 - 11
<PAGE>
                   INDEPENDENT AUDITORS' REPORT



Board of Directors
R & R RANCHING, INC.
Springville, Utah

We have audited the Balance Sheet of R & R Ranching, Inc. [a development
stage company] as of October 31, 2000, and the related statements of
operations, stockholders' equity and cash flows for the year ended October
31, 2000 and 1999 and for the periods from inception on August 3, 1998
through October 31, 2000. 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 audits.


We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits 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 audits provide 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 R & R Ranching, Inc.  [a
development stage company] as of October 31, 2000, and the results of their
operations and their cash flows for the year ended October 31, 2000 and 1999
and for the periods from inception through October 31, 2000, in conformity
with generally accepted accounting principles.

The financial statements referred to above have been prepared assuming R & R
Ranching, Inc. [a development  stage company] will continue as going
concern. As discussed in Note 5 to the financial statements, R & R Ranching,
Inc. is newly formed, has not yet established profitable operations, raising
substantial doubt about its ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note 5.
The financial statements do not include any adjustments that might result from
the outcome of these uncertainties.

/s/Pritchett, Siler & Hardy, P.C.
November 6, 2000
Salt Lake City, Utah
<PAGE>

</TABLE>
<TABLE>
                       R & R RANCHING, INC.
                  [A Development Stage Company]

                          BALANCE SHEET
<CAPTION>
                              ASSETS

                                                              October 31,
                                                                 2000
                                                              ___________
<S>                                                           <C>
CURRENT ASSETS:
  Cash in bank                                                  $ 26,283
                                                              ___________
          Total Current Assets                                    26,283

PROPERTY   BISON, net                                             88,571
                                                              ___________
                                                                $114,854
                                                              ___________

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                              $  3,070
  Accounts payable - related party                                 3,130
                                                              ___________
           Total Current Liabilities                               6,200
                                                              ___________

STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value,
   10,000,000 shares authorized,
   no shares issued and outstanding                                    -
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   1,100,000 shares issued and
   outstanding                                                     1,100
  Capital in excess of par value                                 136,570
  Deficit accumulated during the
    development stage                                            (29,016)
                                                              ___________
        Total Stockholders' Equity                               108,654
                                                              ___________
                                                                $114,854
                                                              ___________

</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
                       R & R RANCHING, INC.
                  [A Development Stage Company]
<CAPTION>


                     STATEMENTS OF OPERATIONS

                                           For the            From Inception
                                         Year Ended             on August 3,
                                          October 31,           1998 Through
                                  ____________________________   October 31,
                                       2000           1999         2000
                                  ____________   ____________   ___________

<S>                               <C>            <C>            <C>
REVENUE                             $   14,450      $       -    $   14,450
                                  ____________   ____________   ___________
EXPENSES:

  Bison Operating Expenses              14,676          1,675        16,351
  General and Administrative            13,517          4,866         9,385
                                  ____________   ____________   ___________
      Total Expenses                    28,193          6,541        35,736
                                  ____________   ____________   ___________
LOSS BEFORE OTHER EXPENSE              (13,743)        (6,541)       (21,86)

OTHER (EXPENSE):
  Interest Expense                       2,188          5,542         7,730
                                  ____________   ____________   ___________

LOSS BEFORE INCOME TAXES               (15,931)       (12,083)      (29,016)

CURRENT TAX EXPENSE                          -              -             -

DEFERRED TAX EXPENSE                         -              -             -
                                  ____________   ____________   ___________

NET LOSS                           $  (15,931)    $  (12,082)    $  (29,016)
                                  ____________   ____________   ____________

LOSS PER COMMON SHARE              $      (.02)  $       (.01)  $      (.04)
                                  ____________   ____________   ___________

</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
                       R & R RANCHING, INC.
                   [A Development Stage Company

                STATEMENT OF STOCKHOLDERS' EQUITY

                 FROM INCEPTION ON AUGUST 3, 1998

                     THROUGH OCTOBER 31, 2000

<CAPTION>
                                                                   Deficit
                                                                 Accumulated
                        Preferred Stock Common Stock  Capital in  During the
                        _______________ _____________ Excess of  Development
                        Shares  Amount  Shares Amount  Par Value     Stage
                        ______  ______  ______ ______ __________ ___________
<S>                     <C>     <C>     <C>    <C>     <C>        <C>
BALANCE,
 August 3, 1998          -     $  -          -  $     -  $    -     $     -

Issuance of
 1,000,000 shares
 of common stock
 at $.025 per share      -        -   1,000,000    1,000   24,000         -

Net loss for the
 period ended
 October 31, 1998        -        -          -        -       -      (1,002)

BALANCE,
  October 31, 1998       -        -   1,000,000    1,000   24,000    (1,002)

Net loss for the
 period ended
 October 31, 1999        -        -          -        -       -     (12,083)

BALANCE,
  October 31, 1999       -    $   -   1,000,000  $ 1,000  $24,000  $(13,085)

Issuance of common
 stock for cash at
 $1.25 per share net
 of deferred stock
 offering cost of
 $12,330                 -        -     100,000      100  112,570         -

Net loss for the
 period ended
 October 31, 2000        -        -          -        -       -     (15,931)
                   _______ ________ __________   _______  _______ __________
BALANCE,
 October 31, 2000        - $      -  1,100,000   $ 1,100 $136,570 $ (29,016)
                   _______ ________ __________   _______ ________ __________
/TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
                       R & R RANCHING, INC.
                  [A Development Stage Company]

                     STATEMENTS OF CASH FLOW

         Increase (Decrease) in Cash and Cash Equivalents
<CAPTION>
                                           For the            From Inception
                                         Year Ended             on August 3,
                                          October 31,           1998 Through
                                  ___________________________    October 31,
                                       2000           1999         2000
                                  ____________   ____________   ____________
<S>                               <C>            <C>            <C>
Cash Flows Provided by Operating
Activities:
 Net loss                            $ (15,931)   $   (12,083)  $   (29,016)
 Adjustments to reconcile net loss
 to net cash used in operating
 activities:
   Write-off of organization costs           -            475           475
   Depreciation and amortization             -              -            25
   Changes in assets and liabilities:
     (Increase) in bison calves         (2,897)        (1,675)       (4,572)
     Increase in accounts payable       (8,637)        10,752         3,070
     Increase in accounts payable
     - related party                       280          2,351         2,631
     Increase in interest payable
     - related party                    (5,542)         5,542             -
                                 _____________    ___________  ____________
      Net Cash (Used) by
      Operating Activities             (32,727)         5,362       (27,387)
                                 _____________    ___________  ____________
Cash Flows Provided by Investing
Activities:
 Payment of organization costs               -              -             -
 Purchase of bison                           -        (84,000)      (84,000)
                                 _____________    ___________  ____________
   Net Cash (Used) in Investing
   Activities                                -        (84,000)      (84,000)
                                 _____________    ___________  ____________
Cash Flows Provided by Financing
Activities:
 Proceeds from issuance of note
 payable - related party                     -         70,000        70,000
 Payment on note payable
 - related party                       (70,000)             -       (70,000)
 Proceeds from common stock issuance   125,000          4,196       150,000
 Payment of stock offering costs             -        (12,330)      (12,330)
                                   ___________     __________   ___________
     Net Cash Provided by Financing
     Activities                         55,000         61,866       137,670
                                   ___________     __________   ___________
Net Increase (Decrease) in Cash         22,273        (16,772)       26,283

Cash at Beginning of Period              4,010         20,782             -
                                   ___________     __________   ___________
Cash at End of Period              $    26,283     $    4,010   $    26,283
                                   ___________     __________   ___________
</TABLE>
<PAGE>
<TABLE>
                       R & R RANCHING, INC.
                   [Development Stage Company]

                     STATEMENT OF CASH FLOWS

         Increase (Decrease) in Cash and Cash Equivalents
<CAPTION>
                           [Continued]
                                           For the            From Inception
                                         Year Ended             on August 3,
                                          October 31,           1998 Through
                                  ___________________________    October 31,
                                       2000           1999         2000
                                  ____________   ____________   ____________
<S>                               <C>            <C>            <C>
Supplemental Disclosures of Cash
Flow Information:
  Cash paid during the period for:
    Interest                           $ 7,730        $     -     $    7,730
    Income taxes                       $     -        $     -     $        -

Supplemental Schedule of Noncash Investing and Financing Activities:
  For the period ended October 31, 2000:
     Depreciation of $4,480 on bison heifers was capitalized as basis in
     bison calves.

  For the period ended October 31, 1999:
     The Company expensed its remaining organization costs of $475, in
     accordance with Statement of Position 98-5

     Depreciation of $5,600 on bison heifers was capitalized as basis in
     bison calves.
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
                       R & R RANCHING, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization - R & R Ranching, Inc. (the Company) was organized under
     the laws of the State of Nevada on August 3, 1998.  The Company is
     considered a development stage company as defined in Statement of
     Financial Accounting Standards (SFAS) No. 7.  The Company is engaged
     in the business of breeding and raising bison.  The Company at the
     present time, has not paid any dividends and any dividends that may be
     paid in the future will depend upon the financial requirements of the
     Company and other relevant factors.

     Property - Bison - Inventory consists of bison which are being held
     for breeding purposes.  The bison are recorded at the lower of cost or
     market value [See Note 2].

     Organization Costs - Organization costs of $500, which reflect amounts
     expended to organize the Company, were expensed during 1999 in
     accordance with Statement of Position 98-5.

     Loss Per Share - The Company accounts for loss per share in accordance
     with Statement of Financial Accounting Standards (SFAS) No. 128
     "Earnings Per Share".  This statement requires the Company to present
     basic earnings per share and dilutive earnings per share when the
     effect is dilutive [See Note 6].

     Income Taxes - The Company accounts for income taxes in accordance
     with Statement of Financial Accounting Standards No. 109 "Accounting
     for Income Taxes".  This statement requires an asset and liability
     approach for accounting for income taxes [See Note 7].

     Recently Enacted Accounting Standards - Statement of Financial
     Accounting Standards No. 136, "Transfers of Assets to a not for profit
     organization or charitable trust that raises or holds contributions for
     others", SFAS No. 137, "Accounting for Derivative Instruments and
     Hedging Activities - deferral of the effective date of FASB Statement
     No. 133 (an amendment of FASB Statement No. 133.),", SFAS No. 138
     "Accounting for Certain Derivative Instruments and Certain Hedging
     Activities - and Amendment of SFAS No. 133", SFAS No. 139, "Recission
     of SFAS No. 53 and Amendment to SFAS No 63, 89 and 21", and SFAS No.
     140, "Accounting to Transfer and Servicing of Financial Assets and
     Extinguishment of Liabilities", were recently issued SFAS No. 136, 137,
     138, 139 and 140 have no current applicability to the Company or their
     effect on the financial statements would not have been significant.

     Cash and Cash Equivalents - For purposes of the statement of cash
     flows, the Company considers all highly liquid debt investments
     purchased with a maturity of three months or less to be cash
     equivalents.

     Accounting Estimates - The preparation of financial statements in
     conformity with generally accepted accounting principles requires
     management to make estimates and assumptions that effect the reported
     amounts of assets and liabilities, the disclosures 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 estimated by
     management.

<PAGE>
                       R & R RANCHING, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 2 - BISON

  Bison that are purchased for breeding are recorded at cost and
  depreciated over their useful lives (15 years), using the straight-line
  method.  If a bison dies or is sold the full remaining amount is
  expensed.

  Bison that are internally developed are recorded by capitalizing one
  year's depreciation of the mother and all direct development costs until
  the bison have reached maturity and have been selected for breeding or
  other productive purposes.  At the point of maturity, the bison are
  depreciated over their estimated useful lives of 15 years.  If the bison
  are sold, the costs are charged to costs of goods sold.

  During the year ended October 31, 2000, operating costs related to the
  bison calves in the amount of $1,177 and $4,480 in depreciation were
  capitalized.  The Company also sold 20 calves for $14,450 and purchased 5
  additional cows for $10,838.

  The following is a summary of bison as of October 31, 2000:

                                                       Accumulated
                          Quantity  Cost   Additions   Depreciation    Net
                          ________ _______ _________   _____________ _______
          Breeding Stock        25 $84,000    10,837   $    (11,923) $82,914
          Calves                16       -     5,657              -    5,657
                          ________ _______ _________   _____________ _______
             Total Bison        41 $84,000    16,494   $    (11,923) $88,571
                          ________ _______ _________   _____________ _______

NOTE 3 - RELATED PARTY TRANSACTIONS

  Bison Care and Management Agreement - During December, 1998 the Company
  entered into an agreement with Blue Sky Bison Ranch, Ltd., of Carvel,
  Alberta, Canada ("Blue Sky") under which Blue Sky would house, feed,
  manage and market the Company's bison for a period of one year commencing
  January 1, 1999.  The agreement provides for the Company to pay a monthly
  management fee of $500 (Canadian) which is approximately $335 US and 25%
  of the proceed from the sale of calves  The agreement has been amended
  such that Blue Sky can receive some of the calves in lieu of the monthly
  management fee, the number of calves is to be determined by the Company's
  management.  Blue Sky's president, director and controlling shareholder
  is the father of the Company's President and controlling shareholder.  At
  October 31, 2000 the Company owed management fees of $3,130.
<PAGE>
                       R & R RANCHING, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 3 - RELATED PARTY TRANSACTIONS  [CONTINUE]

  Convertible Notes Payable   During January, 1999, the Company borrowed
  $70,000 from Libco Equities, Inc., a corporation organized under the laws
  of the Province of Alberta, Canada ("Libco").  The loan is due on demand
  and provides for interest at 10% per annum.  The President and sole
  shareholder of the Company is also the President, director and
  controlling shareholder of Libco.  The note together with accrued
  interest of $7,730 was paid in February 2000.

  Management Compensation - The Company has not paid any compensation to
  its officers and directors.

  Office Space - The Company has not had a need to rent office space.  An
  officer/shareholder of the Company is allowing the Company to use his
  office as a mailing address, as needed, at no expense to the Company.

NOTE 4 - CAPITAL STOCK

  Preferred Stock - The Company has authorized 10,000,000 shares of
  preferred stock, $.001 par value, with such rights, preferences and
  designations and to be issued in such series as determined by the Board
  of Directors.  No shares are issued and outstanding at July 31, 2000.

  Common Stock - During the period ended October 31, 1998, the Company
  issued 1,000,000 shares of its previously authorized, but unissued common
  stock for cash of $20,804 and a stock subscription receivable of $4,196.
  The stock subscription receivable was paid in full during November, 1998.

  Public Offering of Common Stock - During the six months ended July 31,
  2000, the Company completed a public stock offering and issued 100,000
  shares of its previously authorized, but unissued common stock and
  related A and B warrants for cash of $125,000, net of $12,330 in deferred
  offering costs. The Company filed a registration statement with the
  United States Securities and Exchange Commission on Form SB-2 under the
  Securities Act of 1933.  The offering consisted of 100,000 units
  consisting of a total of 100,000 shares of common stock, 100,000 A
  warrants and 100,000 B warrants.  Each A warrant allows the holder to
  purchase one share of common stock at a price of $2.50. Each B warrant
  allows the holder to purchase one share of common stock at a price of
  $5.00.  The warrants are subject to adjustment in certain events and are
  exercisable for a period of five years from the date of the offering. The
  Company may call the warrants at their exercise price on 30 days notice
  at any time after issuance and prior to the expiration date of the
  warrants.  The warrants may only be exercised or redeemed if a current
  prospectus is in effect.

  Stock Option Plan - On August 10, 1998, the Board of Directors of the
  Company adopted and the stockholders at that time approved, the 1998
  Stock Option Plan.  The plan provides for the granting of awards of up to
  1,000,000 shares of common stock to sales representatives, officers,
  directors, consultants and employees.  The awards can consist of stock
  options, restricted stock awards, deferred stock awards, stock
  appreciation rights and other stock-based awards as described in the
  plan.  Awards under the plan will be granted as determined by the board
  of directors.  As of October 31, 2000, no awards have been granted under
  the plan.
<PAGE>
                       R & R RANCHING, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 4 - CAPITAL STOCK [Continued]

  Common Stock Split - During March, 1999 the Company effected a forward
  split of its issued and outstanding common stock on the basis of two
  shares issued for each one share previously issued.  There were 500,000
  shares of common stock issued and outstanding immediately prior to the
  split and 1,000,000 shares of common stock issued and outstanding
  immediately after the split.  There was no change in the number of
  authorized common shares or the par value of common shares.  The
  financial statements for all periods presented have been restated to
  reflect the stock split.

NOTE 5 - GOING CONCERN

  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 was only recently
  formed, 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 will grow the
  Company's asset base through the breeding of the bison owned by the Company.
  If necessary, the Company believes it could raise additional funds through
  sales of its common stock, which funds will be used to assist in
  establishing on-going operations.  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.

NOTE 6 - LOSS PER SHARE

  The following data show the amounts used in computing loss per share and
  the effect on income and the weighted average number of shares for the
  periods ended

                                                For the     From Inception
                                              Year Ended    on August 3,
                                              October 31,   1998 Through
                                         __________________   October 31,
                                           2000      1999       2000
                                         ________  ________ _____________

       (Loss) from continuing operations
         applicable to common stock
         (numerator)                     $(15,931) $(12,083)$     (29,016)
                                         ________  ________ _____________
       Weighted average number of
         common shares outstanding
         used in (loss) per share during
         the period (denominator)       1,072,907 1,000,000       784,980
                                        _________ _________ _____________
<PAGE>
                       R & R RANCHING, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 7 - INCOME TAXES

  The Company accounts for income taxes in accordance with Statement of
  Financial Accounting Standards No. 109 "Accounting for Income Taxes".
  FASB 109 requires the Company to provide a net deferred tax
  asset/liability equal to the expected future tax benefit/expense of
  temporary reporting differences between book and tax accounting methods
  and any available operating loss or tax credit carryforwards.  At October
  31, 2000, the Company has available unused operating loss carryforwards
  of approximately $29,000, which may be applied against future taxable
  income and which expire in various years through 2020.

  The amount of and ultimate realization of the benefits from the operating
  loss carryforwards for income tax purposes is dependent, in part, upon
  the tax laws in effect, the future earnings of the Company, and other
  future events, the effects of which cannot be determined.  Because of the
  uncertainty surrounding the realization of the loss carryforwards the
  Company has established a valuation allowance equal to the tax effect of
  the loss carryforwards and, therefore, no deferred tax asset has been
  recognized for the loss carryforwards.  The net deferred tax assets are
  approximately $10,000 as of October 31, 2000, with an offsetting
  valuation allowance of the same amount resulting in a change in the
  valuation allowance of approximately $5,580 during the year ended October
  31, 2000.

NOTE 8 - SUBSEQUENT EVENTS

  Subsequent to the year ended October 31, 2000, the Company traded 16 calves
  for 5 heifer.  The Company is also in the process of moving the herd from
  Montana to Canada.
<PAGE>

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
--------------------

          No independent accountant of the Company has resigned, declined to
stand for re-election or was dismissed from inception on August 3, 1998,
through October 31, 2000.

                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
-------------------------------------------------

Identification of Directors and Executive Officers.
---------------------------------------------------

          The following table sets forth the names of all current directors
and executive officers of R & R Ranching.  These persons will serve until the
next annual meeting of the stockholders (held on the third Wednesday of August
of each year) or until their successors are elected or appointed and
qualified, or their prior resignation or termination.

<TABLE>
<CAPTION>
                                            Date of       Date of
                       Positions          Election or   Termination
Name                     Held             Designation   or Resignation
----                     ----             -----------   --------------
<S>                       <C>               <C>           <C>

William R. Davidson       President          8/98          *
                          Director           8/98          *

Allyson R.N. Davidson     Secretary/         8/98          *
                          Treasurer          8/98          *

</TABLE>

          *    These persons presently serve in the capacities
               indicated.

Term of Office.
---------------

          The term of office of the current directors shall continue until
the annual meeting of stockholders, which has been scheduled by the Board of
Directors to be held in September of each year.  The annual meeting of the
Board of Directors immediately follows the annual meeting of stockholders, at
which officers for the coming year are elected.

Business Experience.
--------------------

          William R. Davidson, Director and President.  Mr. Davidson, age 27,
is a 1998 graduate of Brigham Young University, where he received a degree in
accounting.  He owned and operated his own commercial cattle operation from
1992 to 1995.  Mr. Davidson was an Office Trainer at the Senior Missionary
Training Center at BYU, from April, 1995, through August, 1997.  For the eight
months ending April, 1998, Mr. Davidson was employed in the Controller's
Division of the Finance/Records Department of the LDS Church. Since April,
1998, he has been the President of Libco, a closely-held consulting firm.  Mr.
Davidson is a member of the Institute of Management Accountants.

          Allyson R. N. Davidson, Secretary/Treasurer.  Ms. Davidson is 26
years of age.  From 1992 to 1994, Ms. Davidson was a student body officer at
BYU, where she was an undergraduate student. From May, 1995, to December,
1996, Ms. Davidson studied Hungarian language and worked in Budapest, Hungary.
She has also taught Hungarian language and culture to students at BYU.  Ms.
Davidson has been an executive officer of Libco since July, 1998, and is
currently a student at BYU's J. Reuben Clark Law School.

Significant Employees
---------------------

          R & R Ranching has no employees who are not executive officers but
who are expected to make a significant contribution to its business.

Family Relationships.
---------------------

          William R. Davidson and Allyson R. N. Davidson are husband and wife.
W. Malcolm C. Davidson, Blue Sky's President, director and controlling
stockholder, is William R. Davidson's father and Allyson R. N. Davidson's
father-in-law.

Involvement in Certain Legal Proceedings.
-----------------------------------------

          During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of R
& R Ranching:

          (1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;

          (2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);

          (3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or

          (4) was found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.

Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

          No securities of the Company are registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, and the Company files reports
under Section 15(d) of the Securities Exchange Act of 1934; accordingly,
directors, executive officers and 10% stockholders are not required to make
filings under Section 16 of the Securities Exchange Act of 1934.

Item 10. Executive Compensation.
-------------------------------

Cash Compensation.
------------------

          The following table sets forth the aggregate executive
compensation paid by the Company for services rendered during the periods
indicated:

                        SUMMARY COMPENSATION TABLE

                                             Long Term Compensation
          Annual Compensation             Awards     Payouts
  (a)           (b)      (c)    (d)   (e)     (f)          (g)    (h)    (i)

Name and     Years or              Other                               All
principal    periods               Annual   Restricted Option/  LTIP   Other
position     Ended       $     $   Compen-  Stock      SAR's   Payouts Compen-
                      Salary Bonus sation   Awards$    #       $       sation
------------------------------------------------------------------------------
William R.    10/31/00   0     0     0         0      0      0       0
Davidson      10/31/99   0     0     0         0      0      0       0
President
Director

Allyson R.N.  10/31/00   0     0     0         0       0      0       0
Davidson      10/31/99   0     0     0         0       0      0       0
Secretary/
Treasurer

          No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
fiscal years ended October 31, 2000, or 1999, or the period ending on the date
of this Report.  Further, no member of the Company's management has been
granted any option or stock appreciation right; accordingly, no tables
relating to such items have been included within this Item.  See the Summary
Compensation Table of this Item.

Compensation of Directors.
--------------------------

          There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to the Company's directors for committee
participation or special assignments.

          There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed fiscal year or
the previous two fiscal years for any service provided as director.  See the
Summary Compensation Table of this Item.

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
the Summary Compensation Table set out above which would in any way result in
payments to any such person because of his or her 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 change in control of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
-----------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

          The following table sets forth the share holdings of those persons
who own more than 5% of the Company's common stock as of the date of filing of
this Report:

<TABLE>
<CAPTION>
                                        Number and Percentage
                                   of Shares Beneficially Owned
                                 ----------------------------

<S>                                   <C>
Name and Address
----------------

William R. Davidson                   1,003,500* - 91.22%
1310 East 1600 South
Mapleton, Utah  84664

</TABLE>


      *   A total of 500 of these shares are held of record by LIBCo Equities
and 500 shares of these are held of record by LIBCo, Inc., which may be deemed
to be controlled by Mr. Davidson.

Security Ownership of Management.
---------------------------------

     The following table sets forth the share holdings of the Company's
directors and executive officers as of the date of filing of this Report:

<TABLE>
<CAPTION>
                                       Number and Percentage
                                   of Shares Beneficially Owned
                                   ----------------------------
<S>                                        <C>
Name and Address
----------------

William R. Davidson                       1,003,500(1) - 91.22%
1310 East 1600 South
Mapleton, Utah  84664

Allyson R. N. Davidson (2)                    2,500    -   .23%
1310 East 1600 South
Mapleton, Utah 84664
                                         ----------
All directors and executive
officers as a group
(2 persons)                               1,006,000    - 91.45%

</TABLE>


      (1)  A total of 500 of these shares are held of record by LIBCo Equities
and 500 shares of these shares are held of record by LIBCo, Inc., which may be
deemed to be controlled by Mr. Davidson.

      (2) Ms. Davidson may also be considered to beneficially own Mr.
Davidson's shares due to their marital relationship.

Changes in Control.
-------------------

          To the knowledge of management, there are no present arrangements
or pledges of the Company's securities which may result in a change in its
control.

Item 12. Certain Relationships and Related Transactions.
-------------------------------------------------------

          On December 1, 1998, R & R Ranching and Blue Sky entered into the
management agreement, which provides for Blue Sky to manage R & R Ranching's
herd of bison for a period of one year, beginning January 1, 1999, and has
been continued on a month to month basis.  Blue Sky's management services will
include:

               providing grazing lands;

               winter feed, hay, straw, grains, minerals and water;

               veterinary care;

               handling facilities and labor;

               identification tagging and records management;

               providing herd bulls for breeding;

               marketing R & R Ranching's yearly calf crop; and

               assisting with the marketing, selling and transportation of
               R & R Ranching's breeding stock.

          The management agreement provides for a monthly payment of $500
(Canadian) for Blue Sky's management services.  At the current exchange rate
of approximately US$ 0.67 per Canadian dollar, the monthly and annual
management fees are approximately US$ 335 and US$ 4,020, respectively.  The
Agreement has been amended such that Blue Sky can receive some of the calves
in lieu of the monthly management fee, the number of calves is to be
determined by the Company's management.  For a more complete description of
the management agreement, see "Description of Business."

          W. Malcolm C. Davidson, Blue Sky's President, director and
controlling stockholder, is the father of William R. Davidson, R & R
Ranching's President, and is the father-in-law of Allyson R. N. Davidson, its
Secretary/Treasurer.  W. Malcolm C. Davidson has significant experience in the
bison industry and will be available for informal consultation with R & R
Ranching as needed.  Mr. Davidson will not charge R & R Ranching for
consultation that is outside the scope of the management agreement.

          William R. Davidson is the President, a director and the sole
stockholder of Libco; Allyson R. N. Davidson, R & R Ranching's
Secretary/Treasurer, is also an executive officer of Libco.  W. Malcolm C.
Davidson is a director of Libco.

          R & R Ranching has no parents.

Item 13. Exhibits and Reports on Form 8-K.
-----------------------------------------

Reports on Form 8-K.
--------------------

None.
                                                   Exhibit
Exhibits                                           Number
--------                                           ------

          (i)

          None.

          (ii)                                 Where Incorporated
                                                 In This Report
                                               ------------------

         None.

                            SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, hereunto duly authorized.

                              R & R RANCHING, INC.


Date: 2/13/01                 By/s/William R. Davidson
     ---------                   ----------------------------------
                                 William R. Davidson, President and Director


Date: 2/13/01                 By/s/Allyson R. N. Davidson
     ---------                   ----------------------------------
                                 Allyson R. N. Davidson, Secretary/Treasurer
                                 and Director


          Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:

                             R & R RANCHING, INC.


Date: 2/13/01                By/s/William R. Davidson
     ----------                 ------------------------------------
                                William R. Davidson, President and Director


Date: 2/13/01                By/s/Allyson R. N. Davidson
     ----------                 ------------------------------------
                                Allyson R. N. Davidson, Secretary/Treasurer
                                and Director