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, 2002
                               ----------------

[ ]  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)

                       1065 West 1150 South
                         Provo, Utah 84601
                         -----------------
             (Address of Principal Executive Offices)

            Issuer's Telephone Number:  (801) 377-1758

                               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:
              Common Stock, Par Value $0.001 Per Share
              ----------------------------------------

     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, 2002 -$0.00.

     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 13, 2003 - $165,000.  There are approximately
1,067,300  shares of common voting stock of the Registrant held
by non-affiliates.   This valuation is based upon the average
bid prices on February 13, 2003, for our common stock on the
OTC Bulletin Board of the NASD.

     (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 13, 2003

                              11,100,000

               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 ("R & R Ranching, the "Company," "we,"
"our," "us" or words of similar import) 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.

     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 he purchase and
begin operations without waiting for the proceeds
from its offering, Libco, a consulting firm that is
controlled by  the former 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'syearly 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.
     On June 1, 2001, the Board of Directors of the
Registrant  adopted, ratified and approved a resolution to
issue 10,000,000  "unregistered" and "restricted" shares
of its $0.001 par value  common voting stock to Fred L.
Hall in consideration of the sum  of $10,000 paid by
personal check of Fred L. Hall.  This action  was approved
by the majority stockholders of the Registrant on June 1,
2001.  As a result of this transaction, Mr. Hall  became
R&R Ranching's sole control person.

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 250,000  bison in the World.

          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 Bison World, 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 assists
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.  However,
R&R Ranching is  active in national and local bison
associations in order to  develop the networking
contacts necessary to market its bison.   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 National Bison
Association  estimates that in 2001, approximately
250,000 head were being  raised by over 2,400 producers
in all 50 States, and 20 countries. 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.  Currently, R&R Ranching has 30 mature
breeding  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.

          Currently, 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 for 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
Alberta,  Canada and in Montana 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 expects that research and
development  will not 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 believes 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)

          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 cannot
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, 2002, 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.

FRED L. HALL HAS VOTING CONTROL OF R & R RANCHING

          Fred L. Hall 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.
Hall has absolute control over  the management and affairs
of R & R Ranching.  Mr. Hall currently  owns approximately
90% 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 Fred L. Hall, its President,
and  is provided rent free.

          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.
Fred L. Hall 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 for the last year period are as
follows:
<TABLE>
      Bid
<S>                                       <C>             <C>
Quarter ending:                           High             Low
Oct. 1, 2001, through
December 31, 2001                         $.51            $.50
January 1, 2002, through
March 28, 2002                            $.55            $.50
April 1, 2001, through
June 28, 2002                             $.55            $.55
July 1 through
September 30 2002					$.55		    $.50
 </TABLE>
          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 Company has 11,000,000 "unregistered" and
"restricted" shares of common stock outstanding. The
10,000,000 shares of stock are beneficially owned by
Fred L. Hall and 1,000,000 shares of stock were issued
to William R Davidson in 1998. In 2001, William R.
Davidson gifted 500,000 shares to a tax exempt
non-profit organization.  All 1,000,000 shares could
be sold under Rule 144(k) without regard to any volume
limitations of Rule 144.  Future sales of any of these
shares, or any shares issued under the 1998 Stock Option
Plan or otherwise may decrease the market price of R&R
Ranching's common stock in any "public market" that may
develop for the common stock.

Holders.
--------

          As of February 13, 2003, R & R Ranching has
56 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>
Fred L. Hall             6/1/01     10,000,000      $10,000
</TABLE>
          Management believes that Mr. Hall 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 30 cows
and 36 calves.  It is expected that each of the 30 cows
is pregnant and will deliver a calf in the Spring 2003,
assuming each cow was bred during the 2002 breeding
season. Management assumes that each cow is pregnant
based upon observation, however, it cannot accurately
account for pregnancy until after the 2003 calving season.
R&R Ranching currently is feeding the 36 calves born in
2001 and 2002 and are actively seeking buyers in the
bison breeding or bison meat markets.
          As of the date of this Report, 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. However, current negotiations
have not yielded a satisfying sales contract for the calves.
Because all of R & R Ranching's cows are young (about three
to six 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
6 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 bull 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 30 cows are pregnant,
and were bred during the 2002 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 2002 breeding season.
          Calves born in the Spring of 2002 were weaned
during the month of November, 2002. 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 329) 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 expects
to continue its breeding operations in Melstone, Montana.
During the next 12 months, R & R Ranching will be able
to meet its current operating expenses from anticipated
bison sales.   In addition, management is considering
liquidating all of the bison and pursuing other business
opportunities.

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

          The revenues for the year ended October 31,
of 2002, were $0; and expenses were $20,218; and losses
were ($20,218).  These losses were primarily the result
of general and administrative expenses. During the year
ended October 31, 2002, the Company capitalized $5,795
for the twenty calves born less $2,715 for the twelve calves
transferred to Blue Sky Bison Ranch LTD. in accordance with
the management agreement.
Liquidity.
----------

      The Company had cash of $510 at October 31, 2002.
Management feels cash loans or sale of bison will be done
to meet cash demands.

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

























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

FINANCIAL STATEMENTS

OCTOBER 31, 2002











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




CONTENTS

<TABLE>
				PAGE
<S>                                                                    <C>   	-	Independent Auditors' Report						1


	-	Balance Sheet, October 31, 2002					2


	-	Statements of Operations, for the year ended
		October 31, 2002 and 2001 and from inception
		on August 3, 1998 through October 31, 2002 			3

	-	Statements of Stockholders' Equity, from inception
		on August 3, 1998 through October 31, 2002			4

	-	Statements of Cash Flows, for the year ended
		October 31, 2002 and 2001 and from inception
		on August 3, 1998 through October 31, 2002			5 - 6

	-	Notes to Financial Statements	7 - 11

<TABLE/>






























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,
2002, and the related statements of operations,
stockholders' equity and cash flows for the year ended
October 31, 2002 and 2001 and for the periods from
inception on August 3, 1998 through October 31, 2002.
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 of the
United States.  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, 2002, and
the results of their operations and their cash flows for
the year ended October 31, 2002 and 2001 and for the
periods from inception through October 31, 2002, in
conformity with generally accepted accounting principles
of the United States.

The financial statements referred
to above have been prepared assuming R & R Ranching, Inc.
[a development  stage company] will continue as a going
concern.  As discussed in Note 6 to the financial
statements, R & R Ranching, Inc. has incurred losses
since inception, has current liabilities in excess of
current assets and 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 6.
 The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.



January 9, 2002
Salt Lake City, Utah

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

ASSETS
							October 31,
		  						2002
<S>                                           <C>
							___________
CURRENT ASSETS:
	Cash in bank				$   510
	Total Current Assets				510

PROPERTY - BISON, net		    		  86,573
							___________
							$ 87,083

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
	Accounts payable			$		3,552
	Advances - related party			2,400
	Notes payable - related party			1,510
	Accrued expenses			   		   16
			___________
		Total Current Liabilities		7,478

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, 11,100,000 shares
	issued and outstanding	  			11,100
	Capital in excess of par value	     136,570
	(Deficit) accumulated during the
		development stage	 	 	    (68,065)
			___________
		Total Stockholders' Equity	     79,605
							___________
							   $ 87,083


</TABLE>
The accompanying notes are an integral part of
this financial statement.

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

STATEMENTS OF OPERATIONS

<TABLE>

						For the		From Inception
						Year Ended		on August 3,
						October 31,		1998 Through
			_________________________________ _ October 31, 							  2002		2001		2002
<S>                           <C>          <C>            <C> 			 REVENUE				$	-	$	-	$	14,450
			     _________________	_________________	_________________ EXPENSES:

Bison Operating Expenses	13,488	6,122			35,961
General and Administrative	 6,714	12,709		38,808
Total Expenses			20,202	18,831		74,769

LOSS BEFORE OTHER EXPENSE    (20,202)	(18,831)		(74,769)
OTHER (EXPENSE):
	Interest Expense		   (16)		-		(7,746)
				_________________	_________________	_________________
LOSS BEFORE INCOME TAXES	(20,218)	(18,831)		(68,065)
CURRENT TAX EXPENSE			-		-			-

DEFERRED TAX EXPENSE			-		-			-
			_________________	_________________	_________________
NET LOSS			$	(20,218)	$(18,831)		$(68,065)
________________	_________________	_________________
LOSS PER COMMON SHARE	$	   (.00)	$   (.00)		$   (.02)
 			__________________	__________________	__________________

</TABLE>









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

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

STATEMENT OF STOCKHOLDERS' EQUITY

FROM INCEPTION ON AUGUST 3, 1998 THROUGH OCTOBER 31, 2002
<TABLE>
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>
__________	__________	__________	__________	___________	___________
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 year
  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 year ended
  October 31, 2000	-		-		-	-		-		(15,931)
 	__________	__________	__________	__________	___________	___________
BALANCE, October 31,
2000				-		-	1,100,000	1,100		136,570	(29,016)

Issuance of common
stock for cash at
$.001 per share		-		-	10,000,000	10,000	-		-
Net loss for the
period ended
October 31, 2001		-		-		-		-	-		(18,831)
 	__________	__________	__________	__________	___________	___________
BALANCE, October 31,
2001				-		-	11,100,000	11,100	136,570	(47,847)

Net loss for the
period ended
October 31, 2002		-		-		-		-		-	(20,218)
		__________	__________	__________	__________	___________	___________ BALANCE, October
31, 2002			-	$	-	11,100,000	$11,100 $	136,570$	(68,065)
 	___________	___________	___________	___________	____________	____________
</TABLE>
The accompanying notes are an integral part of
this financial statement.
R & R RANCHING, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS

Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
								For the		From Inception
								Year Ended		on August 3,
											October 31,	1998 Through 						_______________________	October 31, 								2002			2001	2002
<S>                                      <C>                <C>         <C>
Cash Flows Provided by Operating Activities:
	Net loss		  			$	(20,218)	$(18,831)	$	(68,065)
Adjustments to reconcile net loss to net cash
used in operating activities:
	Non-cash expense						-		-		    475
	Bad debt expense				 	10,000		-		 10,000
	Recovered costs for bison calves, etc	(3,080)	 (6,564)		(27,922)
Depreciation and amortization				 6,726	  4,916	       25,374
Changes in assets and liabilities:
	Increase (decrease) in accounts payable	(3,745)	  4,227	  	  3,552
	Increase in accrued expenses			    16		-		     16
Net Cash (Used) by Operating Activities		(10,301)	(16,252)		(56,570)
			 				_____________  ____________	_____________
Cash Flows Provided by Investing Activities:
	Payment of organization costs				-		-		   (500)
	Purchase of bison						-		-		(84,000)
	(Increase) in deposits					-	(10,000)		(10,000)
 						 	_____________	____________     ________
Net Cash (Used) in Investing Activities			-	(10,000)		(94,500)
 			_____________	____________	_____________
Cash Flows Provided by Financing Activities:
	Change in advances  - related party		(3,500)	  2,770		  2,400
 	Proceeds from issuance of note payable
	- related party					  1,510		-		71,510
	Payment on note payable -
	related party						-		-		(70,000)
 	Proceeds from common stock issuance		 10,000	160,000
Payment of stock offering costs				-		-		(12,330)
 							_____________	___________	_____________
Net Cash Provided by Financing Activities		(1,990)	 12,770		151,580
Net Increase (Decrease) in Cash			(12,291)	(13,482)		    510
Cash at Beginning of Period				 12,801	 26,283			-
			_____________	____________	_____________
Cash at End of Period				   	$   510	$ 12,801		$   510
</TABLE>
	[Continued]












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

	STATEMENT OF CASH FLOWS

Increase (Decrease) in Cash and Cash Equivalents

[Continued]
<TABLE>

									For the		From Inception
									Year Ended		on August 3,
									October 31,		1998 Through
			___________________________					October 31,
									2002		2001	2002
<S>                                                    <C>       <C>         <C> Supplemental Disclosures of Cash Flow Information:
	Cash paid during the period for:
	  Interest							$	-	$	-	$ 7,730
	  Income taxes						$	-	$	-	$	-
</TABLE>
Supplemental Schedule of Noncash Investing and Financing Activities:
	For the period ended October 31, 2002:
	The Company capitalized $5,050 in costs related to bison calves.
	For the period ended October 31, 2001:
	The Company capitalized $6,564 in costs related to bison calves.






















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












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 in eastern  Montana. The
Company, 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.

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

		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 7].

		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 8].

Recently Enacted Accounting Standards - Statement of
Financial  Accounting Standards ("SFAS") No. 141,
"Business Combinations", SFAS  No. 142, "Goodwill and
Other Intangible Assets", SFAS No. 143,  "Accounting
for Asset Retirement Obligations", SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets",
SFAS No. 145,  "Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB  Statement No. 13, and Technical
Corrections", and SFAS No. 146  "Accounting for Costs
Associated with Exit or Disposal Activities"  were
recently issued.  SFAS No. 141, 142, 143, 144, 145 and
146 have  no current applicability to the Company or
their effect on  the financial statements would not
have been significant.

Bad Debt Expenses - During 2002, the Company recorded a
$10,000 bad  debt expense related to a deposit made in
a prior year for services  which were never received.

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

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
[Continued]
Reclassification - The financial statements for periods
prior to  October 31, 2002 have been reclassified to
conform to the  headings and classifications used in
the October 31, 2002 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, 2002, the Company
transferred twelve calves valued at $2,715 to Blue Sky
Bison Ranch, Ltd. in  accordance with a bison care and
management agreement [See Note 5].  The Company further
capitalized $5,795 for the estimated 20 calves  born as
of October 31, 2002, less the estimated 5 calves valued at
$1,542 to be transferred in accordance with the bison care
and management  agreement. The following is a summary of
bison as of October 31, 2002:
<TABLE>
							Net		Accumulate
				Quantity	Cost	Additions	Depreciation	Net
<S>                         <C>          <C>        <C>        <C>         <C>
Breeding Stock			30	$100,886   $   -		$ (25,374) 	$75,512 	Calves				36	   7,981 	 3,080	    -		 11,061
Total Bison				66	$108,867	$3,080	$ (25,374)  $86,573
</TABLE>

NOTE 3 - NOTES PAYABLE - RELATED PARTY

The following is a summary of notes payable to related parties,
as of  October 31, 2002
<TABLE>
<C>                                                               <C>
8% unsecured note payable to an  officer/shareholder,
 due upon demand								$	100

8% unsecured note payable to an  officer/shareholder,
 due upon demand	      							110

8% unsecured note payable to an  officer/shareholder,
 due upon demand								    1,300
										    1,510
		Less current portion					   (1,510)
										__________
Long-term portion								$	-
</TABLE>

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

NOTES TO FINANCIAL STATEMENTS

NOTE 3 - NOTES PAYABLE - RELATED PARTY (Continued)

	During the year ended October 31, 2002 and 2001 the
Company recorded  $16 and $0, respectively, for interest
on notes payable.

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 October 31,  2002.

	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. On June 1, 2001, the Company issued 10,000,000 shares
of common stock  for $10,000 or $.001 per share and
effectively changed control of the  Company. In connection
with the change of control, the directors and  officers of
the Company resigned after designating Fred L. Hall  as
the sole officer and director of the Company.

	During the period 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 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.  As of October 31,
2002, no warrants have been exercised.
	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, 2002, no awards have been granted under  the
plan.







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

NOTES TO FINANCIAL STATEMENTS

NOTE 5 - 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 proceeds from the sale of calves.  During the first
quarter  of 2002, the agreement was amended such that Blue
Sky will receive 25% of  the calves in lieu of the monthly
management fee. Blue Sky's president,  director and
controlling shareholder is the father of a shareholder
and former officer of the Company.  At October 31, 2002
the Company owed  management fees of $2,400.

	Notes payable - related party - During the year
ended October 31,  2002, an officer/shareholder loaned
the Company $1,510.  [See Note 4]   The Notes accrue
interest at 8% per annum.

	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 6 - 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
has incurred losses since inception, has current
liabilities  in excess of current assets and has not
yet been successful in  establishing profitable operations.
These factors raise substantial doubt  about the ability
of the Company to continue as a going concern. In  this
regard, management is proposing to raise additional funds
through  sales of bison, which funds will be used to assist
in establishing  profitable on-going operations.  There is
no assurance that the  Company will be successful in
raising funds through bison sales or achieving profitable
operations. The financial statements do not include any
adjustments that might result from the outcome of these
uncertainties. 
<PAGE>
R & R RANCHING, INC.
[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 7 - 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. 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
<TABLE>
							For the		From Inception
							Year Ended		on August 3,
							October 31,		1998 Through
							_________________	October 31,
							2002		2001	2002
<C>                                        <C>         <C>       <C>
(Loss) from continuing operations
 applicable to common stock (numerator)	$(20,218)	$(18,831)	$(68,065)

Weighted average number of common shares
outstanding used in (loss) per
share during the period (denominator)	  11,100,000 5,264,384	4,174,635
</TABLE>________   	__________	_____________

At October 31, 2002 the Company had warrants to purchase
200,000 shares of the Company's common stock at prices
ranging from $2.50 to $5.00 per share that were not
included in calculation of loss per share because their
effect would be anti-dillutive.

At October 31, 2001 the Company had warrants to purchase
200,000 shares of the Company's common stock at prices
ranging from $2.50 to $5.00 per share that were not
included in calculation of loss per share because their
effect would be anti-dillutive.

NOTE 8 - 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, 2002, the Company has
available unused operating loss carryforwards of
approximately $53,000, which may be applied against future
taxable income and which expire in various years through
2022.
	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 $8,000 as of October 31, 2002, with an
offsetting valuation allowance of the same amount resulting
in a change in the valuation allowance of approximately
$8,000 during the year ended October 31, 2002.


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

	During the two most recent fiscal years, there has
not been any change in the principal independent accountant
for the Issuer, and there has been no disagreement on any
matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.

	PART III

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

	(A)	IDENTIFICATION OF DIRECTORS.

	The current directors of the Issuer, who will serve
until the next annual meeting, or until their successors
are elected or appointed and qualified, are set forth
below:

	<TABLE>
						YEAR FIRST ELECTED
	NAME			AGE		AS DIRECTOR			POSITION
<S>                     <C>          <C>                       <C>
Fred L. Hall		36		June, 2001			President, Secretary
										Director
</TABLE>

	(B)	IDENTIFICATION OF EXECUTIVE OFFICERS.

	Same as above.

	(C)	SIGNIFICANT EMPLOYEES.

	The Issuer has no significant employees other than its
officers and directors.

	(D)	FAMILY RELATIONSHIPS.

	None

	(E)	BUSINESS EXPERIENCE.

	(1)	Background

	          Fred L. Hall, age 36, President and Director
of the Company Mr. Hall currently owns and operates Little
Brown Dog, LLC., a consulting business.  Between 1998 and
2001, Mr. Hall operated Cap's Sporting Goods Wholesale,
Inc. whose principle focus was a sporting clays range
located in Springville, UT and the sale of sporting goods
wholesale products.  Mr. Hall received a bachelors degree
from Utah Valley State College in Business with an
emphasis in accounting.

	(2) Directorships

	Except as described herein, none of the Issuer's
directors, nor any person nominated or chosen to become
a director holds any other directorships in any other
company with class of securities registered pursuant to
Section 12 of the Exchange Act or subject to the
requirements of Section 15(d) of such Act of any
company registered as an investment company under
the Investment Company Act of 1940.

	(F)	INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

	None of the officers or directors have been involved
in any material legal proceedings which occurred within
the last five years of any type as described in Section
401(f) of Regulation S-K.

ITEM 10.  EXECUTIVE COMPENSATION.

	(A) CASH COMPENSATION.

	No compensation made.

	(B) COMPENSATION PURSUANT TO PLANS.

	There are presently no ongoing pension or other
plans or arrangements pursuant to which remuneration is
proposed to be paid in the future to any of the officers
and directors of the Issuer.

	(C) OTHER COMPENSATION.

	None.

	(D) COMPENSATION TO DIRECTORS.

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

          The term of office of the current directors
shall continue until the annual meeting of stockholders.

Business Experience.
--------------------
          Fred L. Hall, age 35, President and Director
of the Company
Mr. Hall currently owns and operates Little Brown Dog,
LLC., a consulting business.  Between 1998 and 2001, Mr.
Hall operated Cap's Sporting Goods Wholesale, Inc. whose
principle focus was a sporting clays range located in
Springville, UT and the sale of sporting goods wholesale
products.  Mr. Hall received a bachelors degree from Utah
Valley State College in Business with an emphasis in
accounting.

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.
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
<TABLE>
<CAPTIONS>

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
------------------------------------------------------------------------------
<S>            <C>       <C>    <C>   <C>       <C>      <C>      <C>      <C>
Fred L.    10/31/01   	  0      0     0         0        0        0        0
Hall       10/31/02	  0      0     0         0        0        0        0
</TABLE>




Stock Option Plans.
-------------------

          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, 2002, 2001 or 2000, 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>
                              Number and Percentage
				 of Shares Beneficially Owned
				-----------------------
<S>                                   <C>                     <C>
Name and Address
----------------
Fred L. Hall
Sole Officer & Director       Shareholder 10,032,700*  -    90.0%
1065 West 1150 South
Provo, UT 84601
</TABLE>
*32,700 shares are owned by entities that are either owned or
controlled by Brenda Hall, wife of Fred L. Hall.


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>
                       Number and Percentage
			of Shares Beneficially Owned
			------------------------
<S>                                        <C>                  <C>
Name and Address
----------------
Fred L. Hall
Sole Officer & Director 	Shareholder 10,032,700* - 		90.0%
1065 West 1150 South
Provo, UT 84601
</TABLE>
*32,700 shares are owned by entities that are either owned
or controlled by Brenda Hall, wife of Fred L. Hall.

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 $500 (Canadian) for Blue Sky's management
services.  At the current exchange rate of approximately
US$ 0.60 per Canadian dollar, the monthly and annual
management fees are approximately US$ 322.and US$
3,600, respectively.  The Agreement has been amended
such that Blue Sky can receive proceeds from calf sales
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."
          R & R Ranching has no parents.

          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 13. Exhibits and Reports on Form 8-K.
-----------------------------------------
Reports on Form 8-K.
--------------------
<TABLE>
None.
                                                Exhibit
Exhibits                                        Number
--------                                        ------
<S>                                             <C>
          (i)						none

          None.

          (ii)                                 Where Incorporated
								In This Report
</TABLE>

                            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: 2/13/03                 By
          				Fred L. Hall, President 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:  2/13/03   	    By
     			          Fred L. Hall, President and Director


ITEM 14.  CONTROLS AND PROCEDURES

     Within 90 days prior to the date of this report,
we carried out an evaluation, under the supervision and
with the participation of our CEO and CFO, of the
effectiveness of the design and operation of our
disclosure controls and procedures.  Based on this
evaluation, our CEO and CFO concluded that our disclosure
controls and procedures are effective in timely alerting
them to material information required to be included in
our periodic Securities and Exchange Commission reports.
It should be noted that the design of any system of
controls is based in part upon certain assumptions about
the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its
stated goals under all potential future conditions,
regardless of how remote.  In addition, we reviewed our
internal controls, and there have been no significant
changes in our internal controls or in other factors that
could significantly affect those controls subsequent to
the date of their last evaluation.

                                SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange
Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
                                 R&R Ranching, Inc.


Date: 02/13/03                       By:
     ---------                       -----------------------
						Fred L. Hall, Chief Executive
						Officer and Director


     In accordance with the Exchange Act, this report has
been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: 02/13/03                       By:
     ---------                       -----------------------
						Fred L. Hall, Chief Executive
						Officer and Director


Date: 02/13/03                       By:
     ---------                       -----------------------
						Fred L. Hall, Chief
						Financial Officer

Date: 02/13/03                       By:
     ---------                       -----------------------
						Fred L. Hall, Secretary/Treasurer
						and Director

Date:  02/13/03                      By:
     ---------                       -----------------------
						Fred L. Hall, Director

Date: 02/13/03                       By:
     ---------                       -----------------------
						Fred L. Hall, Director

                   CERTIFICATION PURSUANT TO
         SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Fred L. Hall, Chief Executive Officer of R&R
Ranching, Inc. (the "Registrant"), certify that:
     1.   I have reviewed this Annual Report on Form
10-KSB of the Registrant;
     2.   Based on my knowledge, this Annual Report does
not contain any untrue statement of a 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 Annual Report;

     3.   Based on my knowledge, the financial statements,
and other financial information included in this Annual
Report, fairly present in all material respects the
financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods
presented in this Annual 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 Annual 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 Annual Report
(the "Evaluation Date"); and

	c)   presented in this Annual 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 officer
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 function);

     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

     6.     The Registrant's other certifying officer and
I have indicated in this Annual 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.
Dated:   02/13/03                   Signature: Fred L. Hall
-----------------                       ---------------------
						Fred L. Hall
			 			Chief Executive Officer