SCHEDULE 14A

                Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934

Filed by Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X]    Preliminary Proxy Statement
[_]    Confidential, for Use of the Commission Only (as permitted by Rule
       14a-6(e)(2))
[_]    Definitive Proxy Statement
[_]    Definitive Additional Materials
[_]    Soliciting Material Pursuant to Section 240.14a-12


                           YAAK RIVER RESOURCES, INC.
                     ---------------------------------------
                (Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X]   No fee required.

[_]   Fee computed on table below per Exchange Act Rules 14c-6(i)(4) and 0-11.

       (1)     Title of each class of securities to which transaction applies:

       (2)     Aggregate number of securities to which transaction applies:

       (3)     Per unit price or other underlying value of transaction computed
               pursuant to Exchange Act Rule 0-11 (set forth the amount on which
               the filing fee is calculated and state how it was determined):

       (4)     Proposed maximum aggregate value of transaction:

       (5)     Total fee paid:

[_] Fee paid previously with preliminary materials.

[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

       (1)     Amount Previously Paid:

       (2)     Form, Schedule or Registration Statement No.:

       (3)     Filing Party:

       (4)     Date Filed:


<PAGE>


                           Yaak River Resources, Inc.
                              423 Baybridge Drive
                              Sugarland, TX 77478
                                  281-242-7656


                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS


                                  MAY 27, 2004


Dear  Shareholder:

     We  cordially  invite you to attend Yaak River  Resources,  Inc.'s  Special
Meeting   of   Shareholders   at  9:00   A.M.   on  June   _______,   2004,   at
_____________________________________,  Lakewood, CO at which meeting you may be
present. If you choose not to attend, you may send your ballot appointing Robert
Pike to vote as your ballot directs.  The President's  Notice of Meeting and the
accompanying Proxy describe the business of the Special Meeting of Shareholders.

     The enclosed Proxy  statement is being  furnished to shareholders of record
on  _________________,  2004 of Yaak River Resources,  Inc. ("YAAK"), a Colorado
corporation, in connection with the following proposals.

       YOU ARE NOT REQUIRED TO SEND US A PROXY BUT YOUR PROXY IS REQUESTED

     The holders of a majority of the issued and outstanding  shares entitled to
vote have indicated that they intend to vote in favor of these proposals.

        1.    To change the Company's name to a name to be determined by the
              Board of Directors.

        2.    To authorize a reverse split of the Company's common stock on a
              one for sixty-eight basis.

                                           Sincerely,

                                           /s/ Blaize N. Kaduru
                                           -------------------------
                                           Blaize N. Kaduru, President

                                   -----------

     WE ARE ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO SEND US A PROXY.

                                   -----------




<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                    PROXY STATEMENT PURSUANT TO SECTION 14(a)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        AND RULE 14A PROMULGATED THERETO

                           YAAK RIVER RESOURCES, INC.

                         SPECIAL MEETING OF SHAREHOLDERS
                                  MAY 27, 2004

     This Proxy  Statement  is being  furnished  to  Shareholders  of Yaak River
Resources,  Inc. ("YAAK") in connection with the Special Meeting of Shareholders
(the "Meeting") to be held on June _____,  2004 and at any adjournments  thereof
(the "Meeting"). The Meeting will be held at _______________________,  Lakewood,
CO, at 9:00 A.M.

     This Proxy  Statement is first being mailed or given to  Shareholders on or
about ________________, 2004.

     We are a Colorado  corporation.  We are a full-reporting  1934 Act company,
with our common stock  quoted on the Over the Counter  Bulletin  Board  (OTCBB).
Information  about us  can be found in our December 31, 2003 Annual Report filed
on Form  10-KSB.  Additional  information  about us can be  found in our  public
filings that can be accessed  electronically  by means of the SEC's home page on
the  Internet  at  http://www.sec.gov,  or  at  other  Internet  sites  such  as
http://www.freeedgar.com, as well as by such other means from the offices of the
SEC.

                          WE ARE ASKING YOU FOR A PROXY
                      YOU ARE REQUESTED TO SEND US A PROXY

     We are soliciting  proxies  because the holders of more than 63% percent of
the shares  entitled to vote have indicated that they intend to vote in favor of
these proposals. In light of the size of the holdings of these shareholders, the
current Board and  management of the Company deems the likelihood of a favorable
vote on the  proposals  sufficient.  You may mark and  send the  proxy  attached
hereto to record your vote.

                            COSTS OF PROXY STATEMENT

     We will pay the cost of preparing and sending out this proxy statement.  It
will be sent to most  shareholders  via regular  mail.  A few will receive it by
personal delivery or facsimile.

                                     VOTING

SHAREHOLDERS  ENTITLED  TO  VOTE

     Holders of record of common stock,  at the close of business on the date of
mailing this proxy statement will be entitled to vote at the Special Meeting. As
of this date,  __________________,  2004, 67,308,857 shares of common stock were
issued and outstanding.  Each shareholder is entitled to one vote for each share
of common  stock  held by such  shareholder.  We have only the  single  class of
stock, namely our common stock.

                                       3


<PAGE>

QUORUM  AND  VOTE  NECESSARY  FOR  APPORVALS.

     One third of all shares  entitled to vote  constitutes a quorum to take the
actions  proposed.  A majority  of shares  present and voting is  sufficient  to
approve the  proposal for a reverse and name change  Amendments  to the Articles
split if the  quorum is  present.  The  holders  of 63%  percent  of the  shares
entitled to vote have indicated that they intend to vote their 43,361,582 shares
in favor of these proposals in person or by proxy.

                                     PROXIES

     In voting their Common Stock,  stockholders may vote in favor of or against
the proposal to approve the  proposals on the agenda or may abstain from voting.
Stockholders  should  specify their choice on the  accompanying  proxy card. All
properly  executed proxy cards delivered  pursuant to this  solicitation and not
revoked will be voted at the Meeting in accordance with the directions given. If
no  specific  instruction  are given with regard to the matter to be voted upon,
then the  shares  represented  by a signed  proxy  card will be voted  "FOR" the
approval of the  Amendment  and in the  discretion  of such proxies to any other
procedural   matters   which  may  properly  come  before  the  Meeting  or  any
adjournments  thereof.  All proxies delivered  pursuant to this solicitation are
revocable  at any time  before  they  are  voted at the  option  of the  persons
executing  them by (i) giving  written  notice to the  Secretary of the Company,
(ii) by delivering a later dated proxy card, or (iii) by voting in person at the
Meeting. All written notices of revocation and other communications with respect
to revocations of proxies should be addressed to Robert Pike,  Secretary, Yaak
River Resources, Inc., 423 Baybridge Drive, Sugarland, TX  77478.

     IF THEY WISH TO VOTE,  HOLDERS OF COMMON  STOCK ARE  REQUIRED TO  COMPLETE,
DATE, AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO THE COMPANY
IN THE ACCOMPANYING ENVELOPE.

         The person named as proxy is Robert Pike, a director of the Company.

     In addition to the  solicitation  of proxies by mail, the Company,  through
its directors,  officers,  and employees,  may solicit proxies from stockholders
personally or by telephone or other forms of communication. The Company will not
reimburse anyone for reasonable out-of-pocket costs and expenses incurred in the
solicitation  of  proxies.  The  Company  also will  request  brokerage  houses,
nominees,  fiduciaries,  and other custodians to forward soliciting materials to
beneficial  owners,  and the  Company  will  reimburse  such  persons  for their
reasonable  expenses  incurred in doing so. All expenses  incurred in connection
with the solicitation of proxies will be borne by the Company.


INTEREST  OF  PERSONS  IN  MATTERS  TO  BE  ACTED  UPON

     No officer or  director  or  principal  shareholder  has a  substantial  or
material interest in the favorable action on these proposals.

                                       4


<PAGE>

              PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION AND
                       CHANGES IN CORPORATE CAPITALIZATION
--------------------------------------------------------------------------------
     Proposal 1: To Authorize a change of the  corporate  name, to a new name in
the discretion of the Board of Directors.

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

                                   Proposal 1:

     We are  asking  shareholders  to  authorize  a  change  in the name of this
corporation  to a new name in the  discretion  of the Board of  Directors.  This
requires an amendment to our Articles of Incorporation.

     We believe that the name change in our Articles of Incorporation are in the
best  interest  of our  corporation,  to create a name which is not related to a
defunct business attempt in numerals area.


                                   Proposal 2:

          PROPOSED REVERSE SPLIT OF COMMON STOCK ISSUED AND OUTSTANDING


--------------------------------------------------------------------------------
Proposal  2: To  Authorize a reverse  split of the common  stock on a one for 68
basis, by which each 68 shares shall become one share. Fractional shares will be
issued.
--------------------------------------------------------------------------------

     We are asking  shareholders  to  approval a pro-rata  reverse  split of our
common stock,  by which each twenty shares would become one share. We will issue
fractional  shares.  The  effective  date of the reverse  split will be ten days
following the date of the meeting.

     We  believe  the  recent  per  share  price of the  common  stock has had a
negative  effect on the  marketability  of the existing  shares,  the amount and
percentage  of  transaction  costs  paid  by  individual  stockholders,  and the
potential ability of the Company to raise capital by issuing new shares.

     We  believe  that  reverse  split  will  be  advantageous  to us and to all
shareholders,  because it may provide the  opportunity  for higher  share prices
based upon fewer shares.  It is also a factor that most brokerage  houses do not
permit  or  favor  lower-priced  stocks  to be used  as  collateral  for  margin
accounts.  Certain polices and practices of the securities  industry may tent to
discourage  individual  brokers within those firms from dealing in  lower-priced
stocks.  Some of those polices and practices involve  time-consuming  procedures
that make the handling of lower priced  stocks  economically  unattractive.  The
brokerage  commissions  on the purchase or sale of lower priced  stocks may also
represent a higher  percentage  of the price than the  brokerage  commission  on
higher priced stocks.

                                       5


<PAGE>

     As  a  general  rule,   potential   investors  who  might  consider  making
investments  in our  company  will  refuse to do so when the company has a large
number of shares  issued and  outstanding  with no equity.  In other words,  the
"dilution"   which  new  investors  would  suffer  would  discourage  them  from
investing,  as general rule of experience.  A reduction in the total outstanding
shares may,  without  any  assurance,  make our  capitalization  structure  more
attractive.

     While our  acceptability  for ultimate listing on one of the NASDAQ markets
is presently  remote,  we believe that it is in the  interests of our company to
adjust our capital  structure  in the  direction of  conformity  with the NASDAQ
structural requirements.  At the current date, even with the proposed changes we
would not meet NASDAQ criteria. NASDAQ requirements change constantly.  There is
no assurance that the proposed changes with meet NASDAQ  requirements  when, and
if, we are otherwise  qualified.  There is no assurance that we will qualify for
NASDAQ.

     Once the  reverse  split  has  occurred,  the  Company  may then be  better
structured to seek equity  financing,  because  investors shy away from the very
high  dilution  which  would  occur if an  investment  were made in the  current
structure.

                TABLE SHOWING EFFECT OF REVERSE SPLIT ONE FOR 68

Shares Pre-Reverse                                      Post Reverse shares
--------------------------------------------------------------------------------
100                                                     1.47
200                                                     2.94
300                                                     4.41
400                                                     5.88
500                                                     7.35
1000                                                    14.7
2000                                                    29.4
3000                                                    44.1
4000                                                    58.8
5000                                                    73.5
10,000                                                  147
20,000                                                  294.1
50,000                                                  735.3
100,000                                                 1,470.58

     There is no  assurance  that any  effect  of the  price of our  stock  will
result,  or that the market price for our common stock,  immediately  or shortly
after the proposed changes,  if approved,  will rise, or that any rise which may
occur will be sustained.  Market  conditions  obey their own changes in investor
attitudes  and  external  conditions.  We are  proposing  the steps we deem best
calculation  to meet the market  attractively.  We cannot  control  the  markets
reaction.

                                       6


<PAGE>

     Dissenting  shareholders  have no appraisal  rights  under  Colorado law or
pursuant to our constituent  documents of incorporation or bylaws, in connection
with the proposed reverse split.

     Fractional Shares. Colorado Statutes provide that a corporation may:

     (a)  Issue  fractions of a share or pay in cash the value of fractions of a
          share;

     (b)  Arrange for disposition of fractional shares by the shareholders.

     It  further  provides  the  holder of a  fractional  share is  entitled  to
exercise the rights of a  shareholder,  including  the right to vote, to receive
dividends, and to participate in the assets of the corporation upon liquidation.
The Company has no present intent to pay fractional  shareholders  the value nor
to arrange any disposition of fractional shares.

     Effectively,  there is no market for fractional  shares in the OTCBB market
or the "Pink Sheets" market where the Company may currently be traded.  An owner
of fractional shares must consider them illiquid and unmarketable.

     The reverse  stock split may leave  certain  stockholders  with one or more
"odd lots" of new common stock,  i.e., stock in amounts of less than 100 shares.
These odd lots may be more difficult to sell or require greater transaction cost
per share to sell than shares in even  multiples  of 100.  There are  frequently
situations where  transaction  costs for odd lots in penny stocks exceed the net
proceeds realized from a sale of the odd lot, effectively  rendering the odd lot
valueless to the holder.


SPECIAL MEETING OF SHAREHOLDERS

     At the date of this proxy  statement,  no other matter will  presented  for
action at the special meeting.  Only those matters proposed as discussed will be
voted on at the  meeting.  Shareholders  may propose  matters to be presented at
shareholder  meetings and also nominate  directors.  Shareholder  proposals must
conform to the standards set out by the Securities  Exchange Commission and must
be received at our principal  offices on or before,  November 30, 2003, in order
to be included in future proxy  materials,  if any, or  presentation at our next
annual meeting of shareholders, anticipated in early March, 2004.


VOTING SECURITIES AND BENEFICIAL OWNERSHIP

     As of the call date of the meeting, ____________, 2004, the total number of
common shares outstanding and entitled to vote was 67,308,857.

     The  holders of such  shares are  entitled to one vote for each share being
held on the  record  date.  There is no  cumulative  voting on any matter on the
agenda of this meeting.  No additional  shares will be issued subsequent to call
date and prior to meeting.

REPORT AVAILABLE

     Shareholders may obtain a copy of our most current annual report and later
filings without charge, by writing us at 423 Baybridge Drive, Sugarland, TX
77478.

                                       7


<PAGE>

BIOGRAPHICAL INFORMATION


    NAME                   AGE           POSITION WITH THE COMPANY
    ----                   ---           -------------------------

Blaize N. Kaduru           53            President, Secretary and
                                         Treasurer and a Director
                                         since December 18, 2002

Robert Pike                74            Vice President and a Director
                                         since December 21, 1999

     BLAIZE N. KADURU. Mr. Kaduru is an Adjunct Professor, teaching economics
and business related college courses at Wharton Junior College in Sugarland,
Texas, since January 2003. Previously, he was Executive Vice President of
Business Development for Wireless Communications Technology, Inc., a spin-off
of Prodigy Communications Inc. in Houston, Texas.

     ROBERT PIKE.  Mr. Pike has been Vice President and a Director of the
Company since December 21, 1999.  Mr. Pike is a retired banker.  For more than
the past five years, he has been an investor.  Also for more than the past five
years, Mr. Pike has been President and sole owner of Bob Pike Associates, Inc.,
a real estate consulting and inspection firm, based in Englewood, Colorado, that
serves financial institutions.

         Management will devote part time to the operations of the Company,  and
any time spent will be devoted to screening  and  assessing  and, if  warranted,
negotiating to acquire business opportunities.


Executive Compensation
-----------------------

         The Company  accrued $0  compensation  to the  executive  officers as a
group for  services  rendered to the Company in all  capacities  during the 2003
fiscal year. No one executive officer received,  or has accrued for his benefit,
in excess of $60,000  for the year.  No cash  bonuses  were or are to be paid to
such persons.

        The Company does not have any employee incentive stock option plans.

        There are no plans pursuant to which cash or non-cash  compensation  was
paid or  distributed  during the last fiscal year,  or is proposed to be paid or
distributed in the future,  to the executive  officers of the Company.  No other
compensation not described above was paid or distributed  during the last fiscal
year to the executive  officers of the Company.  There are no compensatory plans
or  arrangements,  with respect to any  executive  office of the Company,  which
result or will result from the resignation,  retirement or any other termination
of such individual's  employment with the Company or from a change in control of
the Company or a change in the individual's  responsibilities following a change
in control.

                                       8


<PAGE>


<TABLE>
<CAPTION>


                            SUMMARY COMPENSATION TABLE OF EXECUTIVES
                        Cash Compensation             Security Grants
----------------------------------------------------------------------------------------------------------
Name and      Year  Salary  Bonus Annual      Restricted Securities   Long Term           LTIP      All Other
Principal                         Compensation Stock     Underlying   Compensation/       Payments  Other
Compensation                     /Other($)    Awards    Options/     Options
Position                                                    SARs(#)
                                                            (SHARES)
----------------------------------------------------------------------------------------------------------
<S>           <C>   <C>       <C>               <C>       <C>              <C>            <C>            <C>
Blaize N.     2001  0         0           0     0         0                0              0              0
Kaduru,       2002  0         0           0     0         0                0              0              0
President,    2003  0         0           0     0         0                0              0              0
Secretary,
Treasurer
----------------------------------------------------------------------------------------------------------
Robert Pike,  2001  0         0           0     0         0                0              0              0
Vice Pres-    2002  0         0           0     0         0                0              0              0
ident         2003  0         0           0     0         0                0              0              0
----------------------------------------------------------------------------------------------------------
Officers as   2001  0         0           0     0         0                0              0              0
A Group       2002  0         0           0     0         0                0              0              0
              2003  0         0           0     0         0                0              0              0
----------------------------------------------------------------------------------------------------------
</TABLE>


(b)  Directors' Compensation

     Directors who are also officers of Yaak River  Resources,  Inc.  receive no
cash  compensation  for services as a director.  However,  the directors will be
reimbursed for out-of-pocket  expenses incurred in connection with attendance at
board and committee meetings. The Company has granted options to directors under
its Stock Incentive Plan subsequently adopted.

                                       9


<PAGE>



<TABLE>
<CAPTION>


                                               SUMMARY COMPENSATION TABLE OF DIRECTORS
                                                     (To December 31, 2003)
                        Cash Compensation               Security Grants
----------------------------------------------------------------------------------------------------------
<S>            <C>     <C>      <C>      <C>        <C>          <C>                 <C>       <C>
Name and       Year    Annual   Meeting  Consulting Number       Securities          LTIP      All Other
Principal              retainer Fees ($) Fees/Other   of         Underlying          Payments  Compensation
Position               Fees ($)          Fees($)    Shares (#)   Options/SARs(#)
                                                                        (SHARES)
----------------------------------------------------------------------------------------------------------
Blaize N.      2001    0          0        0           0           0                 0              0
Kaduru,        2002    0          0        0           0           0                 0              0
Director       2003    0          0        0           0           0                 0              0
----------------------------------------------------------------------------------------------------------
Robert Pike,   2001    0          0        0           0           0                 0              0
Director       2002    0          0        0           0           0                 0              0
               2003    0          0        0           0           0                 0              0
----------------------------------------------------------------------------------------------------------
Directors as a 2001    0          0        0           0           0                 0              0
group          2002    0          0        0           0           0                 0              0
               2003    0          0        0           0           0                 0              0
----------------------------------------------------------------------------------------------------------
</TABLE>


        There have been no Option/SAR grants or exercises in the last fiscal
year reportable under Reg. S-B, 402(c) or (d).

(c) Termination of Employment and Change of Control Arrangements.  None.

(d) Stock purchase options:  None

        Option/SAR Grants Table (None)

        Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)

         Long Term Incentive Plans - Awards in Last Fiscal Year (None)

         No officer or director has received any other  remuneration  in the two
year  period  prior to the filing of this  registration  statement.  There is no
current plan in  existence,  to pay or accrue  compensation  to its officers and
directors for services related to seeking business  opportunities and completing
a merger or  acquisition  transaction.  See "Certain  Relationships  and Related
Transactions."  The  Company  has  no  stock  option,  retirement,  pension,  or
profit-sharing  programs  for  the  benefit  of  directors,  officers  or  other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future.

                                       10


<PAGE>


<TABLE>
<CAPTION>
                                              Option/SAR Grants Table
<S>                      <C>                           <C>                            <C>              <C>
Name                     Number of Securities          % of Total                     Exercise         Expiration
                         Underlying                    Options/SARs                   or Price         Date
                         Options/SARs                  Granted to Employees           ($/Sh)
                         Granted (#) in Fiscal Year
--------------------------------------------------------------------------------------------------------------------
None                     0                             0                              0                0

</TABLE>



<TABLE>
<CAPTION>

                                Aggregated Option/SAR Exercises in Last Fiscal Year
                                            and FY-End Option/SAR value

<S>                         <C>               <C>             <C>                           <C>
Name                        Shares            Value           Number of Securities          Value of Unexercised
                            Acquired          Realized        Underlying                    In the Money
                            on                ($)             Unexercised                   Options/SARs at FY-
                            Exercise                          Options/SARs at FY-           End ($) Exercisable/
                            (#)                               End (#) Exercisable/          Unexercisable
                                                              Unexercisable
---------------------------------------------------------------------------------------------------------------------
None                        0                 0               0                             0


</TABLE>


                                       11


<PAGE>



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:


     The  following  table sets forth certain  information  known to the Company
with respect to the beneficial ownership of the Company's common stock as of May
31, 2004 by (i) each person who is known by the Company to own beneficially more
than 5% of the Company's common stock, (ii) each of the Company's  directors and
executive  officers,  and (iii) all officers  and  directors of the Company as a
group.  Except as otherwise listed below, the address of each person is c/o Yaak
River Resources, Inc., 423 Baybridge Drive, Sugarland, TX 77478.

            Name and Address of            Number of Shares      Percentage
             Beneficial Owner             Owned Beneficially      of Class

             Eric Sunsvold                     6,694,605               9.9%
             423 Baybridge Drive
             Sugarland, TX 77478

             Donald J. Smith                  31,661,977(1)           47.0%
             2501 E. Third St.
             Casper, WY  82609

             Robert Pike                         680,000               1.0%
             6396 E. Fair Avenue
             Englewood, CO  80111

             Blaize N. Kaduru                          0                 0%
             423 Baybridge Drive
             Sugarland, TX 77478

             Darrell Benjamin                  4,325,000               6.4%
             6658 S. Starlight Rd.
             Morrison, CO  80465

             All officers and directors       32,341,977              48.0%
             as a group (two persons)


(1)     The figure shown includes 10,000 shares held in the name of Suvo
        Corp.  Mr. Smith is the owner of Suvo Corp.

     The Company currently has 67,308,857 shares issued and outstanding.

                                       12


<PAGE>

Notes to the table:

     Unless otherwise indicated, the persons named in the table have sole voting
and investment power with respect to all shares of common stock shown as
beneficially owned by them.

COMPLIANCE  WITH  SECTION  16  OF  THE  SECURITIES  EXCHANGE  ACT

     Under  Section  16 of the  Securities  Exchange  Act  1934,  the  Company's
directors and executive officers and persons holding more than 10% of its common
stock are  required  to  report  their  initial  ownership  of common  stock and
subsequent  changes to that ownership to the Securities and Exchange  Commission
by  specified  due  dates.  To  the  Company's  knowledge  all of  these  filing
requirements were satisfied.


OTHER  AND  GENERAL  INFORMATION.

     Our Annual Report on Form 10-KSB, for the year ended December 31, 2003,
including audited financial statements as of that date, is available from us on
request. Further information is available by request or can be accessed on the
Internet. We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files annual and quarterly reports, proxy statements and other
information with the Securities Exchange Commission (the "SEC"). Reports, proxy
statements and other information filed by GTMR can be accessed electronically by
means of the SEC's home page on the Internet at http://www.sec.gov or at other
Internet sites such as http://www.freeedgar.com or http://www.pinksheets.com.

     You can read and copy any materials that we file with the SEC at the SEC'S
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. A copy
of any public filing is also available, at no charge, from the Company.

                           YAAK RIVER RESOURCES, INC.

                               Dated: May 27, 2004

                     By the order of the Board of Directors


                             /s/ Blaize N. Kaduru
                             -----------------------
                             Blaize N. Kaduru, President





                                       13



<PAGE>

                                     BALLOT

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

                           Yaak River Resources, Inc.
                              423 Baybridge Drive
                              Sugarland, TX 77478
                                  281-242-7656

                          PROXY FOR SPECIAL MEETING OF
                        STOCKHOLDERS, JUNE _______, 2004

     The  undersigned  hereby  appoints  Robert Pike  proxy,  with full power of
substitution,  for and in the  name or  names  of the  undersigned,  to vote all
shares of  Common  Stock of Yaak  River  Resources,  Inc.  held of record by the
undersigned at the Special  Meeting of  Stockholders to be held on June _______,
2004,  at 9:00 a.m.,  at  __________________________,  Lakewood,  CO, and at any
adjournment  thereof,  upon the matters described in the accompanying  Notice of
Special Meeting and Proxy  Statement,  receipt of which is hereby  acknowledged,
and upon any other business that may properly come before,  and matters incident
to the  conduct  of, the  meeting or any  adjournment  thereof.  Said  person is
directed to vote on the matters  described in the Notice of Special  Meeting and
Proxy  Statement as follows,  and otherwise in their  discretion upon such other
business as may properly  come before,  and matters  incident to the conduct of,
the meeting and any adjournment thereof.

1. To change the name of the corporation to a name to be determined by the Board
of Directors.

         [_] FOR           [_] AGAINST               [_] ABSTAIN

2. To  authorize a reverse  split of the common  stock on a one for  sixty-eight
basis,  by which each  sixty-eight  shares  shall  become one share.  Fractional
shares will be issued.

         [_] FOR           [_] AGAINST               [_] ABSTAIN

     YOU ARE CORDIALLY  INVITED TO ATTEND THE MEETING IN PERSON.  WHETHER OR NOT
YOU PLAN TO ATTEND THE SPECIAL MEETING,  YOU MAY SIGN AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.

     THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL
BE VOTED "FOR" THE STATED PROPOSALS.



                                        ----------------------------------------
                                              Signature of Stockholder



                                        ----------------------------------------
                                              Signature if held jointly

                                        Dated: __________________________, 2004

IMPORTANT:  If shares are jointly owned,  both owners should sign. If signing as
attorney, executor, administrator,  trustee, guardian or other person signing in
a  representative  capacity,   please  give  your  full  title  as  such.  If  a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.