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

                           FORM 10-KSB/A1

[X] AMMENDMENT TO THE 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/A1 or any amendment to  this Form 10-KSB/A1.  [ ]

     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 18, 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 18, 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 18, 2003

                              11,100,000


<PAGE>
Item 7.  Financial Statements.
-----------------------------
R & R RANCHING, INC.
[A Development Stage Company]

FINANCIAL STATEMENTS

OCTOBER 31, 2002

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

Pritchett, Siler, & Hardy, P.C.
555 East 200 South, Ste. 250
Salt Lake City, UT 84102
(801) 328-2727

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.



/s/ Pritchett, Siler, & Hardy, P.C.
February 14, 2003
Salt Lake City, Utah
R & R RANCHING, INC.
[A Development Stage Company]
BALANCE SHEET
<TABLE>
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 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: 02/18/03                       By: Fred L. Hall
     ---------                       -----------------------
                              /s/ 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: 02/18/03                       By: Fred L. Hall
     ---------                       -----------------------
                              /s/ Fred L. Hall, Chief Executive
                              Officer and Director


Date: 02/18/03                       By: Fred L. Hall
     ---------                       -----------------------
                              /s/ Fred L. Hall, Chief
                              Financial Officer

Date: 02/18/03                       By: Fred L. Hall
     ---------                       -----------------------
                              /s/ Fred L. Hall, Secretary/Treasurer
                              and Director

Date: 02/18/03                       By: Fred L. Hall
     ---------                       -----------------------
                              /s/ Fred L. Hall, Director

Date: 02/18/03                       By: Fred L. Hall
     ---------                       -----------------------
                              /S/ 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/A1 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:   02/18/03                   Signature: Fred L. Hall
-----------------                       ---------------------
                              /s/ Fred L. Hall
                              Chief Executive Officer

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


     In connection with the Annual Report of R&R Ranching,
Inc. (the"Registrant") on Form 10-KSB/A1 for the year ending
October 31, 2002, as filed with the Securities and Exchange
Commission on the date hereof (the "Annual Report"), we,
Fred L. Hall, Chief Executive Officer, and Fred L. Hall, Chief
Financial Officer of the Registrant, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002,that:

     (1) The Annual Report fully complies with the
requirements of section13(a) or 15(d) of the Securities
Exchange Act of 1934; and

     (2)  The information contained in the Annual Report
fairly presents, in all material respects, the financial
condition and result of operations of the Registrant.


/s/ Fred L. Hall
-------------------
Fred L. Hall
Chief Executive Officer



/s/ Fred L. Hall
-----------------
Fred L. Hall
Chief Financial Officer