UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 12b-25

                          NOTIFICATION OF LATE FILING
                                                    SEC File Number  33-28106 
                                                    CUSIP Number              
(Check One):
[X ] Form 10-K  [  ] Form 20-F  [  ] Form 11-K  [  ] Form 10-Q  [  ] Form N-SAR

For the Period Ended:                 December 31, 1996                      
[  ]  Transition Report on Form 10-K
[  ]  Transition Report on Form 20-F
[  ]  Transition Report on Form 11-K
[  ]  Transition Report on Form 10-Q
[  ]  Transition Report on Form N-SAR
For the Transition Period Ended:                                            

Read Instruction (on back page) Before Preparing Form.  Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

                                                                            

PART I - REGISTRANT INFORMATION

Yaak River Resources, Inc.                                                   
Full Name of Registrant

                                                                             
Former Name if Applicable

830 S. Kline Way                                                         
Address of Principal Executive Office (Street and Number)

Lakewood, Colorado  80226                                                   
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-
25, the following should be completed.  (Check box if appropriate)

         (a)        The reasons described in reasonable detail in Part III of
                    this form could not be eliminated without unreasonable
                    effort or expense;
         (b)        The subject annual report, semi-annual report, transition
                    report on Form 10-K, Form 20-F, 11-K or Form N-SAR,
[X]                 or portion thereof, will be filed on or before the
                    fifteenth calendar day following the prescribed due date;
                    or the subject quarterly report on Form 10-Q, or portion
                    thereof, will be filed on or before the fifth calendar day
                    following the prescribed due date; and
         (c)        The accountant's statement or other exhibit required by
                    Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

          A principal of the registrant is out of the country and presently
unavailable to provide information necessary to complete the Form 10-KSB. 


<PAGE>

PART IV - OTHER INFORMATION

(1)       Name and telephone number of person to contact in regard to this
          notification

          Andrew I. Telsey, Esq.                (303)          671-8920 
                 (Name)                      (Area Code)   (Telephone Number)

(2)       Have all other periodic reports required under Section 13 or 15(d) of
          the Securities Exchange Act of 1934 or Section 30 of the Investment
          Company Act of 1940 during the preceding 12 months or for such
          shorter period that the registrant was required to file such
          report(s) been filed?  If answer is no, identify report(s).
          [ X] Yes  [  ] No
                                                                          
(3)       Is it anticipated that any significant change in results of
          operations from the corresponding period for the last fiscal year
          will be reflected by the earnings statement to be included in the
          subject report or portion thereof?  [  ] Yes  [ x] No.

          If so, attach an explanation of the anticipated change, both
          narratively and quantitatively, and, if appropriate, state the
          reasons why a reasonable estimate of the results cannot be made.

          

                           YAAK RIVER RESOURCES, INC.
                   (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date      March 31, 1997                  By  s/Wm. Ernest Simmons 
                                              Wm. Ernest Simmons, President


INSTRUCTION:  The form may be signed by an executive officer of the registrant
or by any other duly authorized representative.  The name and title of the
person signing the form shall be typed or printed beneath the signature.  If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.


                                 ATTENTION
  Intentional misstatements or omissions of fact constitute Federal Criminal
                     Violations (See 18 U.S.C. 1001).

                           GENERAL INSTRUCTIONS

1.        This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
          General Rules and Regulations under the Securities Exchange Act of
          1934.

2.        One signed original and four conformed copies of this form and
          amendments thereto must be completed and filed with the Securities
          and Exchange Commission, Washington, D.C. 20549, in accordance with
          Rule 0-3 of the General Rules and Regulations under the Act.  The
          information contained in or filed with the form will be made a matter
          of public record in the Commission files.

3.        A manually signed copy of the form and amendments thereto shall be
          filed with each national securities exchange on which any class of
          securities of the registrant is registered.

4.        Amendments to the notifications must also be filed on Form 12b-25 but
          need not restate information that has been correctly furnished.
          The form shall be clearly identified as an amended notification.

5.        Electronic Filers.  This form shall not be used by electronic filers
          unable to timely file a report solely due to electronic
          difficulties.  Filers unable to submit a report within the time
          period prescribed due to difficulties in electronic filing should
          comply with either Rule 201 or Rule 202 of Regulation S-T (Section
          232.201 or Section 232.202 of this chapter) or apply
          for an adjustment in filing date pursuant to Rule 13(b) of Regulation
          S-T (Section 232.13(b) of this chapter).