U.S. SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                 Form 10-QSB

                           Quarterly Report Under
                     the Securities Exchange Act of 1934

                     For Quarter Ended:  March 31, 1997

                      Commission File Number:  33-28106



                         YAAK RIVER RESOURCES, INC.
      (Exact name of small business issuer as specified in its charter)



                                  Colorado
       (State or other jurisdiction of incorporation or organization)

                                 84-1097796
                      (IRS Employer Identification No.)

                              830 S. Kline Way
                             Lakewood, Colorado
                  (Address of principal executive offices)

                                    80226
                                 (Zip Code)

                               (303) 985-3972
                         (Issuer's Telephone Number)


(Former name, former address and former fiscal year, if changed since last
report)


Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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:   Yes __X__   No ____.

The number of shares of the registrant's only class of common stock issued
and outstanding, as of March 31, 1997, was 56,666,000 shares.




<PAGE>


                                   PART I



ITEM 1.   FINANCIAL STATEMENTS.

     The unaudited financial statements for the three month period ended
March 31, 1997, are attached hereto.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the
Financial Statements and notes thereto included herein.

     The Company generated no revenues from its operations during the three
month period ended March 31, 1997, and the Company is considered a
development stage company.  The plan of operation of the Company during the
three month period ending March 31, 1997, generally involves the acquisition
of additional mineral claims and the taking to patent of a number of the
claims acquired and to be acquired by the Company in the future; however, the
extended moratorium by the Federal Government on disallowing the taking of
claims to patent has materially impacted the Company's capability to generate
timber resources.  Accordingly, the Company is also attempting to develop an
attractive exploration portfolio to attract potential joint venture partner
candidates.

     The Company had no expenses during the three month period ending March 31,
1997.  The Company is expected to operate at a loss for the remainder of the
fiscal year until earnings, if any, are received from the harvesting of the
metal and non-metal resources known to exist within the boundaries of the
Company's properties.

     The Company expects to continue without any cash revenues for at least
the present fiscal year and will satisfy its cash requirements by loans and
advances from the Timber Partnership and/or officers and directors of the
Company, providing that the Company does not commence mining activities.   At
present, the Company's financial resources are not sufficient to commence
mining activities.  In order to satisfy the Company's capital requirements
for additional drilling and to develop a mining feasibility program, it will
be necessary for the Company to obtain additional financing in the minimum
estimated amount of $750,000.  Management of the Company is continuing to
seek possible interested partners to join with the Company in developing its
mining claims.  The Company is actively soliciting joint venture partners to
expand its mining activities, based upon the valuation of the Company's
claims and properties as reported in the independent engineering valuation
report.  The report also advised the Company to consolidate adjoining claims
to make such joint ventures more attractive.  The Company followed the advice
of the independent engineering firm and the Company now has control of 125
continuous claims covering the known strike length of the "Morning Glory
Structure" which is in excess of 14,000 feet.  As of the date of this report,
management is unaware of any third parties who are interested in joining with
the Company in this regard.  Exploration and mining activities of other

                                       2


<PAGE>

mining companies in the surrounding area of Northern Montana and Canada in
similar geological settings provides a basis for management to believe that
it will be able to interest joint venturers in its proposed mining ventures. 
However, in the event the Company is unable to either solicit joint venture
partners or otherwise obtain the capital deemed necessary in order to
commence mining operations, it is possible that management will reconsider
the Company's business plan and begin to seek out other viable business
opportunities in order to provide the Company's shareholders with liquidity.

     The Company currently has no employees and relies upon the unpaid
services of its officers for the operation of the Company.  The contracted
services of individuals will continue until it is justifiable to employ a
full time employee.


 
                        PART II.  OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS - None


ITEM 2.   CHANGES IN SECURITIES - NONE


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES - NONE


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE.


ITEM 5.   OTHER INFORMATION - NONE.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K -

          (a)  Exhibits
               EX-27     Financial Data Schedule

          (b)  Reports on Form 8-K - None.


                                       3


<PAGE>


<TABLE>

YAAK RIVER RESOURCES, INC.
(A Development Stage Company)
Unaudited
Balance Sheet

<CAPTION>
                                              Unaudited         Audited
                                              March 31,       December 31
                                                 1997             1996
                                              _________       ___________

<S>                                           <C>             <C>
ASSETS
  Current Assets
    Cash                                      $     911       $       911
    Accounts Receivable-O'Hara Resources          2,200             2,200
    Investment-Mining Properties                305,410           305,410
                                              _________       ___________
  Total Current Assets                          308,521           308,521

  Other Assets
    Organizational Costs-
      Net of Amortization                             0                 0
                                              _________       ___________
  Total Other Assets                                  0                 0
                                              _________       ___________
TOTAL ASSETS                                  $ 308,521       $   308,521

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
  Current Liabilities
    Accounts Payable                             24,225            24,225
    Advance from (YRML) Purchase,
      1.5 Units                                  20,000            20,000
    Shareholder Loans                            12,100            12,100
    Current Portion-Long Term Debt                7,500             7,500
                                              _________       ___________
  Total Current Liabilities                      63,825            63,825

  Long-Term Liabilities
    Long Term Debt                              115,000           115,000
                                              _________       ___________
  Total Long-Term Liabilities                   115,000           115,000
                                              _________       ___________
Total Liabilities                             $ 178,825       $   178,825

Shareholder's Equity

  Series A Common Stock, Par Value
  $.0001 Per Share; 250,000,000 Shares
  Authorized; Issued and Outstanding -
  56,666,000 Shares                               5,666             5,666

                                       4


<PAGE>

  Series B Common Stock, Par Value
  $.0001 Per Share; 250,000,000 Shares
  Authorized; Issued and Outstanding -
  None                                                0                 0

  Preferred Stock, Par Value $.0001 Per
  Share; 50,000,000 Shares Authorized;
  Issued and Outstanding - None                       0                 0

  Capital Paid in Excess of Par Value           304,663           304,663

  Deficit Accumulated During
    the Development Stage                      (180,633)         (180,633)
                                              _________       ___________
Total Shareholders' Equity                    $ 129,696       $   129,696
                                              _________       ___________
TOTAL LIABILITIES
  AND SHAREHOLDERS' EQUITY                    $ 308,521       $   308,521

<FN>

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

</TABLE>


                                       5


<PAGE>


<TABLE>

YAAK RIVER RESOURCES, INC.
(A Development Stage Company)
Unaudited
Statement of Operations

<CAPTION>
                                 For the                      June 10, 1988
                              Three Months      For the         (Inception)
                                  Ended       Year Ended           Thru
                                 March 31,    December 31,       March 31,  
                                   1997          1996               1997
                              ____________   ____________   _________________
<S>                           <C>            <C>            <C>
Income                        $          0   $          0   $               0

Expenses
  Amortization                           0              0               1,500
  Bank Charges                           0             51                 321
  Legal and Accounting                   0          6,360              40,993
  Director Fees                          0              0                 800
  Office                                 0              0               6,898
  Stock Fees and Other Costs             0            950               9,982
  Administration/Consulting              0              0              34,111
  Mining Assessments and Fees            0         12,481              69,815
  Bad Debt                               0              0               4,000
  Rent/Telephone                         0              0              12,213
                              ____________   ____________   _________________

Total Expenses                           0         19,842             180,633

Net (Loss) Accumulated During
  the Development Stage       $          0        (19,842)          (180,633)

Weighted Average Number of
  Shares Outstanding             56,666,000     56,666,000         56,666,000

Net Loss Per Share            $         (*)   $        (*)  $             (*)

<FN>

*Less than $0.01 Per Share.
The accompanying notes are an integral part of these financial statements.

</TABLE>


                                       6


<PAGE>


<TABLE>

YAAK RIVER RESOURCES, INC.
(A Development Stage Company)
Unaudited
Cash Flow Statement

<CAPTION>
                                    For the                    June 10, 1988
                                  Three Months     For the      (Inception)
                                     Ended       Year Ended         Thru
                                   March 31,     December 31,     March 31,  
                                      1997          1996            1997
                                 ____________   ____________   ______________
<S>                              <C>            <C>            <C>
Cash Flows From
  Operating Activities:
    Net (Loss) Accumulated
      During Development Stage   $          0   $   (19,842)   $    (180,633)
    Amortization and Depreciation           0             0            1,500
    Organization Costs                      0             0           (1,500)
    Decrease (Increase) in
      Accounts Payable                      0         6,360           24,225
    Decrease (Increase) in
      Accounts Receivable                   0             0           (2,200)
    Decrease (Increase) in
      Loans to Shareholder                  0        12,100           12,100
                                 ____________   ___________    _____________  
Net Cash Flows Used
  By Operating Activities                   0        (1,382)        (146,508)

Cash Flows From
  Investing Activities:
    Investment Purchase                     0             0         (305,410)
                                 ____________   ___________    _____________
Net Cash Flows Used 
  By Investing Activities                   0             0         (305,410)

Cash Flows From
  Financing Activities:
    Issuance of Common Stock                0             0            1,800
    Loans from LP Investors                 0             0           20,000
    Proceeds From Long-Term Debt            0             0          167,500
    Payment of Long-Term Debt               0        (7,500)         (45,000)
    Proceeds From Sale of Stock             0         7,500          308,529
                                 ____________   ____________   ______________
Net Cash Flows Provided
  By Financing Activities                   0             0          452,829
                                 ____________   ____________   ______________

Net Increase (Decrease) in Cash             0        (1,382)             911
                                 ____________   ___________    _____________

                                       7


<PAGE>

Cash at Beginning of Period               911         2,293                0
                                 ____________   ____________   ______________

Cash at End of Period            $        911   $       911    $         911

<FN>

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

</TABLE>


                                       8


<PAGE>


<TABLE>

YAAK RIVER RESOURCES, INC.
(A Development Stage)
Unaudited
Statement of Shareholders' Equity

<CAPTION>
                                                          Deficit
                                                        Accumulated
                       Number of            Additional   During the
                         Shares     Common    Paid In   Development
                      Common Stock   Stock    Capital      Stage      Total
                      ____________  ______  __________  ___________  ________
<S>                   <C>           <C>     <C>         <C>          <C>
Balance at
  June 10, 1988                  0  $    0  $        0  $         0  $     0

Stock issued for services
  January 6, 1989       10,000,000   1,000         500            0    1,500

Stock issued for cash
  January 6, 1989        5,000,000     500           0            0      500

Public offering
  November 27, 1989      2,666,000     266      12,353            0   12,619

Net Loss for year ended
  December 31, 1989                                          (3,765)  (3,765)

Net Loss for year ended
  December 31, 1990                                         (10,129) (10,129) 

Net Loss for year ended
  December 31, 1991                                            (300)    (300)

Stock issued for assets
  (YRML) January 10,
  1992                  30,000,000   3,000     134,910            0  137,910

Net Loss for year ended
  December 31, 1992                                         (47,589) (47,589)

Stock issued for cash
  June 30, 1993          6,000,000     600     149,400            0  150,000

Stock issued for services
  June 30, 1993          3,000,000     300           0            0      300

Net Loss for year ended
  December 31, 1993                                         (54,951) (54,951)

                                       9


<PAGE>

Net Loss for year ended
  December 31, 1994                                         (26,293) (26,293)

Net Loss for year ended
  December 31, 1995                                         (17,764) (17,764)

Net Loss for year ended
  December 31, 1996                              7,500      (19,842) (12,342)

Net Loss for three months
  ended March 31, 1997                                            0        0
                      ____________  ______  __________  ___________  ________
Balance at
  March 31, 1997        56,666,000  $5,666  $  304,663  $  (180,633) $129,696

<FN>

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

</TABLE>


                                      10


<PAGE>

                         YAAK RIVER RESOURCES, INC.
                        (A Development Stage Company)

                        Notes to Financial Statements
                               March 31, 1997
                                 (Unaudited)

Note 1 - Organization and Summary of Significant Accounting Policies:

Organization:

On June 10, 1988, Yaak River Resources, Inc. (the Company) was incorporated
under the laws of Colorado under the name of Andraplex Corporation.  The name
was changed at the Annual Shareholder's Meeting on January 10, 1992.  The
Company's primary purpose is to engage in selected acquisitions and
development of mineral and mining properties.

Initial Public Offering:

In the Company's initial public offering, which was closed on November 27,
1989, the Company sold 2,580,000 units (the Units).  86,000 additional shares
were issued to the underwriters.  Each Unit consisted of one (1) share of
Series A Common Stock, one (1) A Warrant exercisable at $.05, one (1) B
Warrant exercisable at $.10.

Costs, consisting of $9,444 and 86,000 shares of Series A Common Stock,
incurred to complete the registration were offset against the gross proceeds.

The Company's fiscal year end is December 31.

Note 2 - Purchase of Mineral Properties:

On January 10, 1992, at the Annual Meeting of Shareholders, the shareholders
voted unanimously to purchase certain mineral and mining properties (the
Properties) located in the State of Montana, including leases, drawings,
engineering studies and other tangible and intangible assets associated with
the Properties.  The seller of the Properties was Yaak River Mines, Ltd.  
They received 30,000,000 shares of Series A Common Stock.  The issuance of
the 30,000,000 shares of Series A Common Stock was exempt from registration
under the exemption provided in Section 4(2) of the Securities Act of 1933,
as amended.

The Company is the beneficiary of 16,000,000 of the above shares which are
being held in the Con Tolman Memorial Trust C.  8,000,000 additional shares
of the Company were placed in the trust as part of the original purchase of
the Company.  These 24,000,000 shares are expected to be used to acquire
additional mining properties.

                                      11


<PAGE>

Note 3 - Yaak River Resources Timber Division, Limited Partnership:

On August 14, 1992, the Company formed a limited partnership, Yaak River
Resources Timber Division L.P. (the Partnership), a Colorado limited
partnership, with subscriptions for 40 Units at $5,000.00 per Unit for an
aggregate price of $200,000.00.  Each Unit contains 1/40th interest in the
Partnership and 150,000 shares of Series A Common Stock of the Company.  The
Company is the general partner of the Partnership.  As a part of the
formation of the Partnership, the Company agreed to reserve 6,000,000 shares
of its Series A Common Stock for the Partnership.  Said 6,000,000 shares of
Series A Common Stock represents the shares offered in the Units issued by
the Partnership.  The Partnership was formed for the purpose of developing
certain available natural resources on properties under the management of the
Company.

On June 30, 1993, the Company sold six million (6,000,000) shares of its
$.0001 par value Series A Common Stock for the issuance to the purchasers of
the Limited Partnership interests in the Yaak River Resources, Timber
Division L.P., for $150,000.

Note 4 - Income Taxes:

The Company has made no provision for income taxes because there have been no
operations to date causing income for financial statement or tax purposes.

Note 5 - Net (Loss) Per Common Share

The net (loss) per common share of the Series A Common Stock is computed
based on the weighted average number of shares outstanding.

Note 6 - Long-Term Debt

Note Payable to the Roy Grush Estate in annual installments of $7,500, 0%,
due September 2014, secured by the Properties (Note 2).  The Company has
agreed to pay the minimum annual assessment costs of maintenance and
improvements on claims in lieu of interest.

Following is a summary of long-term debt at March 31, 1997:


1997                          $  7,500
1998                             7,500
1999                             7,500
2000                             7,500
2001                             7,500
                              ________
                                37,500
Remaining                       77,500
                              ________
                              $115,000

                                      12


<PAGE>


 
                                SIGNATURES


     Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                        YAAK RIVER RESOURCES, INC.
                                        (Registrant)

                                        Dated:  May 14, 1997



                                        By:  s/Wm. Ernest Simmons       
                                           Wm. Ernest Simmons
                                           President
                                      

                                      13


<PAGE>

                         YAAK RIVER RESOURCES, INC.

              Exhibit Index to Quarterly Report on Form 10-QSB
                    For the Quarter Ended March 31, 1997

EXHIBITS                                                             Page No.

  EX-27   Financial Data Schedule . . . . . . . . . . . . . . . . . . . . .15



                                      14







<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FILED WITH FORM 10-QSB FOR THE FISCAL QUARTER
ENDED MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                             911
<SECURITIES>                                         0
<RECEIVABLES>                                    2,200
<ALLOWANCES>                                         0
<INVENTORY>                                    305,410
<CURRENT-ASSETS>                               308,521
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 308,521
<CURRENT-LIABILITIES>                           63,825
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         5,666
<OTHER-SE>                                     124,030
<TOTAL-LIABILITY-AND-EQUITY>                   308,521
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>