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, 1997 
                               ---------------------------------------
             [  ]  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, or portiont thereof, will
[X}       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.

     Registrant's principal officer had been out of the country for an extended
     period and the Registrant requires additional time to obtain information
     from such officer to provide to Registrant's accountant.


<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, 1998                 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).