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, 2001
                               ----------------

[ ]  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:  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, 2001 -
$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.

October 31, 2001 - $561,000.00.  There are approximately 1,100,000
shares of common voting stock of the Registrant held by non-affiliates.
This valuation is based upon the average bid prices on October 31,
2001, 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:

                          January 21, 2001

                              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 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 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.

     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 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 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 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.

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.  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:
<TABLE>
      Bid
<S>                                       <C>             <C>
Quarter ending:                         High             Low

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

November 1, 2000, through
January 31, 2001                         $.50            $.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 January 21, 2002, R & R Ranching has 62 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 28 calves.
It is expected that each of the 30 cows is pregnant and will
deliver a calf in the spring 2002, assuming each cow was bred
during the 2001 breeding season. Management assumes that each
cow is pregnant based upon observation, however, it cannot
accurately account for pregnancy until after the 2002 calving
season. R&R Ranching currently is feeding the 28 calves born
in 2001 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 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 30 cows are
pregnant, and were bred during the 2001 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 2001 were weaned during
the month of November, 2001. 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 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.


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

          There were revenues for the year ended October 31,
of 2001, were $0; and expenses were $18,831; and losses were
($18,831).  These losses were primarily the result of general
and administrative expenses.

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

          The Company had cash of $12,801 at October 31, 2001.

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












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

     FINANCIAL STATEMENTS

     OCTOBER 31, 2001










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


<TABLE>
<CAPTION>
CONTENTS
               <S>                                          <C>
                    PAGE

          Independent Auditors' Report  1


          Balance Sheet, October 31, 2001    2


          Statements of Operations, for the year ended
               October 31, 2001 and 2000 and from inception
               on August 3, 1998 through October 31, 2001   3


          Statements of Stockholders' Equity, from inception
               on August 3, 1998 through October 31, 2001   4


          Statements of Cash Flows, for the year ended
          October 31, 2001 and 2000 and from inception
               on August 3, 1998 through October 31, 2001   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, 2001, and
the related statements of operations, stockholders' equity
and cash flows for the year ended October 31, 2001 and 2000
and for the periods from inception on August 3, 1998 through
October 31, 2001.  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, 2001, and the results of their operations and their
cash flows for the year ended October 31, 2001 and 2000 and for
the periods from inception through October 31, 2001, 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 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.



DRAFT

January 9, 2002
Salt Lake City, Utah
<PAGE>
     R & R RANCHING, INC.
     [A Development Stage Company]
<TABLE>
     BALANCE SHEET

     ASSETS

<S>                                          <C>
                                         October 31,
                                           2001
                                         ___________
CURRENT ASSETS:
     Cash in bank                      $     12,801
                                        ___________
               Total Current Assets          12,801

PROPERTY   BISON, net                           90,219
DEPOSITS                                    10,000
                                        ___________
                                        $   113,020
                                     _____________

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                       $     7,297
     Accounts payable   related party        5,900
                                        ___________
          Total Current Liabilities          13,197
                                        ___________

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                 (47,847)
                                         ___________
          Total Stockholders' Equity         99,823
                                        ___________
                                      $ 113,020
                                        _____________
</TABLE>




The accompanying notes are an integral part of this financial
statement.
<PAGE>
R & R RANCHING, INC.
[A Development Stage Company]
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS
<S>                                <C>       <C>            <C>
                                     For the                From Inception
                                     Year Ended            on August 3,
                                     October 31,           1998 Through
                     ____________________________________   October 31,
                               2001            2000              2001
                     _________________   _________________ _________________
REVENUE              $        -     $   14,450      $  14,450
                     _________________   _________________ _________________
EXPENSES:

Bison Operating
Expenses                    6,132        14,676         22,483
General and
Administrative            12,709         13,517         32,084
                     _________________   _________________ _________________
     Total Expenses      18,831          28,193         54,567
                     _________________   _________________ _________________
LOSS BEFORE OTHER
EXPENSE                   (18,831)      (13,743)      (40,117)

OTHER (EXPENSE):
Interest Expense                    -          2,188         7,730
                     _________________   _________________ _________________

LOSS BEFORE INCOME
TAXES                           (18,831)          (15,931)     (47,847)

CURRENT TAX EXPENSE           -               -            -

DEFERRED TAX EXPENSE               -               -            -
                     _________________   _________________ _________________

NET LOSS            $     (18,831)  $   (15,931)   $   (47,847)
                     _________________   _________________ _________________

LOSS PER COMMON SHARE    $      (.00)    $      (.02)   $      (.02)
                     _________________   _________________ _________________
</TABLE>








The accompanying notes are an integral part of these
financial statements.
<PAGE>
R & R RANCHING, INC.
[A Development Stage Company]
<TABLE>
<CAPTION>
STATEMENT OF STOCKHOLDERS' EQUITY

FROM INCEPTION ON AUGUST 3, 1998

THROUGH OCTOBER 31, 2001

                                                              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)

Net loss for the
period ended
October 31, 2001         -     -        -    -         -    (18,831)
                    ________ ______  ______  ______   __________ ___________
Issuance of common
stock for cash at
 .001 per share      _     _  10,000,000  10,000        -         -

BALANCE, October
31, 2001             -    $    -  11,100,000  10,100   136,570   $(47,847)
                    ________ ______  ______  ______   __________ ___________
</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>
<CAPTION>
                                 For the                    From Inception
                                 Year Ended                 on August 31,
                                 October 31,                1998 Through
                           ___________________________     October 31,
                          2001                      2000             2001
                           _____________     ____________    _____________
<S>                              <C>            <C>              <C>
Cash Flows Provided by
Operating Activities:
Net loss                    $ (18,831)  $    (15,931)  $      (47,847)
Adjustments to reconcile
net loss to net cash
used in operating activities:
Write-off of organization costs          -               -        475
Depreciation and amortization           161              -        186
Changes in assets and liabilities:
 (Increase) in bison calves          (1,809)        (2,897)    (6,380)
 Increase in accounts payable         4,227         (8,637)     7,297
 Increase in accounts payable -
related party                      2,770               280      5,900
 Increase in interest payable
related party                          -            (5,542)         -
                             _____________      ____________     ____________
Net Cash (Used) by Operating
Activities                             (13,482)         (32,727)   (40,369)
                             _____________      ____________  _____________
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:
 Proceeds from issuance
 of note payable
 related party                         -                -      70,000
 Payment on note payable
related party                          -          (70,000)    (70,000)
 Proceeds from common stock
issuance                           10,000         125,000     160,000
 Payment of stock offering
costs                                         -              -     (12,330)
                             _____________    ____________  ____________
Net Cash Provided by
Financing Activities                  10,000       55,000     147,670
                             _____________    ____________  ____________
Net Increase (Decrease) in
Cash                               (13,482)        22,273      12,801

Cash at Beginning of Period          26,283         4,010           -
                             _____________    ____________  ____________
Cash at End of Period            $  12,801   $    26,283    $  12,801
                             ______________   _____________ ____________
</TABLE>


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

STATEMENT OF CASH FLOWS

Increase (Decrease) in Cash and Cash Equivalents

[Continued]
<TABLE>
<CAPTION>
                                 For the                    From Inception
                                 Year Ended                 on August 31,
                                 October 31,                1998 Through
                           ___________________________     October 31,
                          2001                      2000             2001
                           _____________     ____________    _____________
<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, 2001:
 Depreciation of $6,564 on bison heifers
 was capitalized as basis in bison calves.


 For the period ended October 31, 2000:
 Depreciation of $4,480 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.  The Company's Bison
are Located in ____________, Montana.

                    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, reflect the amounts expended to organize the Company during
1999 in accordance with Statement of Position 98-5.  The remaining
unamortized portion of $475 was expensed.

                    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 ("SFAS") No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities   a replacement of FASB Statement No. 125", SFAS
No. 141, "Business Combinations", SFAS No. 142, "Goodwill and
Other Intangible Assets", SFAS No. 143, "Accounting for Asset
Retirement Obligations", and SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets were recently issued.
SFAS No. 140, 141, 142, 143 and 144 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.

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.

          During the year ended October 31, 2001, operating cost
related to bison calves in the amount of $1,809 and $6,564 in
depreciation was capitalized.  The Company also traded the prior
years 16 calves for 5 additional breeding stock heifers.  The
Company expensed $161 in depreciation for heifers who did not calve.

          The following is a summary of bison as of October 31, 2001:
<TABLE>
                                                 Accumulated
              Quantity   Cost    Additions   Depreciation   Net
               ____________   _______  ____________    ____________ ___________
<S>               <C>           <C>        <C>            <C>        <C>
Breeding Stock 30       $      94,838   6,049          $    (18,648)  $    82,239
Calves          28              -  7,981                -         7,981
             ____________     _______  ____________    ____________ ___________
Total Bison          58      $      94,838    14,030        $    (18,648)  $    90,220
               ____________   _______  ____________    ____________ ___________
</TABLE>
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 former President and current shareholder.  At October
31, 2001 the Company owed management fees of $5,900.

     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.
R & R RANCHING, INC.

[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

     NOTE 3   RELATED PARTY TRANSACTIONS  [CONTINUED]

          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.

          During the nine 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.  As of January 31, 2001, no warrants have been
exercised.

     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.

          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.

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

NOTES TO FINANCIAL STATEMENTS

NOTE 4 - CAPITAL STOCK [Continued]

          Public Offering of Common Stock / Warrants - 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.
At October 31, 2001,  none of the 100,000 class A or B warrants had
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, 2001, no awards have been granted
under the plan.

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.  These factors raise
substantial doubt about the ability of the Company to continue
as a going concern.  In this regard, management grow the Company
asset base through the breading of the bison owned by the Company.
If necessary the Company believe 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.

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

NOTES TO FINANCIAL STATEMENTS

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
<TABLE>
                                  For the                  From Inception
                                  Year Ended               on August 3,
                                  October 31,             1998 Through
                                  _________________        October 31,
                                     2001          2000             2001
<S>                                 <C>          <C>           <C>
(Loss) from continuing operations
applicable to common stock
(numerator)                            $(18,831)   $(15,931)         $(47,47)
                                 __________ ____________   _______________
Weighted average number of common
shares outstanding used in (loss)
per share during the period
(denominator)                         5,264,38  41,072,907       2,103,109
                                 __________ ____________   _______________
</TABLE>
     At October 31, 2001 the Company had warrants to purchase
200,000 shares of the Company's common  stock at prices of $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 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, 2001, 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 $16,000 as of October
31, 2001, with an offsetting valuation allowance of the same amount
resulting in a change in the valuation allowance of approximately
$6,000 during the year ended October 31, 2001.


NOTE 8   SUBSEQUENT EVENTS

          During January 2002, The Company received the refund
of the $10,000 deposit paid for future veterinary and travel costs.

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.
--------------------

   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
</TABLE>

          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, 2001, 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
----------------
Fred L. Hall
Sole Officer & Director       Shareholder 10,028,300*  -    90.0%
1065 West 1150 South
Provo, UT 84601

*28,300 shares are owned by entities that are either owned or
controlled by Brenda Hall, wife of Fred L. Hall.
</TABLE>

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
----------------

Fred L. Hall          Sole Officer & Director 10,028,300* - 90.0%
1065 West 1150 South  Shareholder
Provo, UT 84601

*28,300 shares are owned by entities that are either owned or controlled by
Brenda Hall, wife of Fred L. Hall.
</TABLE>


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$ 300.
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.

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: 1/31/02                 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: 1/31/02           By
                                    ------------------------------------
                                Fred L. Hall, President and Director