SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1997

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ___________

Commission file number 0-7261

                            CHAPARRAL RESOURCES, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Colorado                                     84-0630863
-------------------------------             ----------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                        3400 Bissonnet Street, Suite 135
                              Houston, Texas 77005
                     --------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (713) 669-0932
               --------------------------------------------------
              (Registrant's telephone number, including area code)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 ___

     As of August 14, 1997, the  Registrant  had 41,931,427  shares of its $0.10
par value common stock issued and outstanding.


<PAGE>

<TABLE>
<CAPTION>

                                 Part I - Summarized Financial Information


                                          Chaparral Resources, Inc.

                                    Consolidated Statements of Operations

                                                (Unaudited)


                                                    For the Three Months Ended      For the Six Months Ended
                                                    --------------------------      ------------------------
                                                       June 30,       May 31,        June 30,        May 31,
                                                        1997           1996            1997           1996
                                                        ----           ----            ----           ----
Revenue:
<S>                                                <C>           <C>             <C>             <C>         
      Oil and gas sales                            $       --    $     47,000    $     52,000    $     81,000
                                                   ------------    ------------    ------------    ------------

Cost and expenses:
      Production costs                                     --             8,000          18,000           8,000
      Loss on sale of domestic oil
        and gas properties                                 --              --            36,000            --
      Depreciation and depletion                          1,000          23,000           1,000          39,000
      General and administrative                        558,000         265,000         950,000         349,000
                                                   ------------    ------------    ------------    ------------
                                                        559,000         296,000       1,005,000         396,000
                                                   ------------    ------------    ------------    ------------
(Loss) from operations                                 (559,000)       (249,000)       (953,000)       (315,000)

Other income (expenses):
      Interest income                                    11,000            --            84,000           2,000
      Interest expense                                  (25,000)           --          (130,000)        (28,000)
      Other, net                                           --            (9,000)         (1,000)          1,000
                                                   ------------    ------------    ------------    ------------
                                                        (14,000)         (9,000)        (47,000)        (25,000)
                                                   ------------    ------------    ------------    ------------
      Net (loss)                                   $   (573,000)   $   (258,000)   $ (1,000,000)   $   (340,000)
                                                   ------------    ------------    ------------    ------------

Earnings (loss) per common share                   $     (0.014)   $     (0.008)   $     (0.025)   $     (0.013)
                                                   ============    ============    ============    ============


Average number of outstanding shares                 40,693,950      32,729,967      40,693,950      26,711,246
                                                   ------------    ------------    ------------    ------------

See accompanying notes to financial statements.



                                                          2


</TABLE>


<PAGE>
                           Chaparral Resources, Inc.

                          Consolidated Balance Sheets

                                                      June 30,      November 30,
                                                  1997 (unaudited)      1996
                                                  ----------------      ----

ASSETS
------

CURRENT ASSETS
   Cash and cash equivalents                       $    313,000    $    800,000
   Accounts receivable
      Joint interest participants                          --             8,000
      Oil and gas purchasers                               --            53,000
   Prepaid expenses                                     101,000          40,000
   Oil and gas properties under
      agreement for sale                                   --           306,000
                                                   ------------    ------------
                                                        414,000       1,207,000
PROPERTY AND EQUIPMENT - AT COST
   Oil and Gas Properties - full cost:
   Republic of Kazakstan (Karakuduk Field)
      not subject to depletion                       12,087,000      11,189,000
                                                   ------------    ------------
                                                     12,087,000      11,189,000

   Furniture, fixtures and equipment                    265,000         441,000
   Less accumulated depreciation                         10,000         198,000
                                                   ------------    ------------
                                                        255,000         243,000
                                                   ------------    ------------
                                                     12,342,000      11,432,000
OTHER ASSETS
   Cash value of insurance and annuities                   --             8,000
   Due from Karakuduk-Munay, Inc.                     3,028,000       2,012,000
   Equipment inventory                                     --            27,000
   Other                                                112,000          74,000
                                                   ------------    ------------
                                                      3,140,000       2,121,000
                                                   ------------    ------------
                                                   $ 15,896,000    $ 14,760,000
                                                   ------------    ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
   Accounts payable
      Trade                                        $    263,000    $    278,000
      Joint interest participants - revenue                --            42,000
   Accrued liabilities                                   19,000          91,000
   Accounts payable CAP-G shares                        544,000         744,000
                                                   ------------    ------------
      Total current liabilities                         826,000       1,155,000
                                                   ------------    ------------
LONG TERM OBLIGATIONS:
   Notes payable (including
    $1,000,000 to related party)                      1,103,000       1,106,000
   Accrued compensation                                 210,000         385,000
                                                   ------------    ------------
                                                      1,313,000       1,491,000

STOCKHOLDERS' EQUITY
   Common stock - authorized,
    100,000,000 shares of $.10 par value;
    issued and outstanding, 41,931,427
    and 37,526,517 shares at June 30, 1997
    and November 30, 1996, respectively               4,193,000       3,753,000
   Capital in excess of par value                    22,815,000      20,482,000
   Preferred  stock -  authorized
     1,000,000 shares as of June 30, 1997
     and November 30, 1996 (no shares
     issued or outstanding)                                --              --
   Retained earnings (deficit)                      (13,251,000)    (12,121,000)
                                                   ------------    ------------
   Total shareholders' equity                        13,757,000      12,114,000
                                                   ------------    ------------
        Total liabilities and
         stockholders' equity                      $ 15,896,000    $ 14,760,000
                                                   ------------    ------------

See accompanying notes to financial statements.


                                       3
<PAGE>
                           Chaparral Resources, Inc.

                     Consolidated Statements of Cash Flows

                                  (Unaudited)

                                                      For the Six Months Ended
                                                      ------------------------

                                                        June 30,      May 31,
                                                         1997          1996
                                                         ----          ----
Cash flows from operating activities
   Net (loss)                                        $(1,000,000)   $  (340,000)
   Adjustments to reconcile net (loss) to
    net cash used by operating activities:
      Depreciation and depletion                           1,000         38,000
      Amortization of note discount                       62,000           --
      Loss on the sale of Domestic oil
       and gas property                                   33,000           --
      Changes in assets and liabilities:
        (Increase) in:
          Accounts receivable                             10,000         12,000
          Prepaid expenses                               (71,000)          --
          Other assets                                   (11,000)          --
        Increase (decrease) in:
          Accounts payable                               (13,000)       (67,000)
          Accrued liabilities                           (228,000)       (40,000)
                                                     -----------    -----------
      Net cash (used in) operating activities         (1,217,000)      (397,000)

Cash flows from investing activities:
   Additions to property and equipment                   (14,000)       (48,000)
   Investment in foreign oil and gas properties             --       (1,631,000)
   Additions to Republic of Kazakstan
     (Karakuduk Field) not subject to
     depletion                                          (882,000)    (2,889,000)
   Advances to Karakuduk-Munay, Inc.                  (1,016,000)          --
   Proceeds from sale of interest in
     oil & gas properties                                273,000         19,000
                                                     -----------    -----------
     Net cash provided from (used in)
      investing activities                            (1,639,000)    (4,549,000)

Cash flows from financing activities:
   Payment of Note                                      (500,000)      (750,000
   Proceeds from notes payable                              --             --
   Proceeds from sale of stock                         2,730,000      7,552,000
                                                     -----------    -----------
     Net cash provided by financing activities         2,230,000      6,802,000
                                                     -----------    -----------
     Net (decrease) in cash and
      cash equivalents                                  (626,000)     1,856,000

Cash and cash equivalents at beginning of period         939,000        501,000
                                                     -----------    -----------

Cash and cash equivalents at end of 2nd quarter      $   313,000    $ 2,357,000
                                                     -----------    -----------


See accompanying notes to financial statements.


                                       4

<PAGE>

                           Chaparral Resourves, Inc.

                     Consolidated Statements of Operations

                                  (Unaudited)


                                                                    For the
                                                                   Month Ended
                                                                  -------------
                                                                   December 31,
                                                                       1996
                                                                       ----
Revenue:

   Oil and gas sales                                               $      4,000
                                                                   ------------

Cost and expenses:
   Production costs
   Loss on sale of domestic oil and gas properties                         --
   Depreciation and depletion                                              --
   General and administrative                                           122,000
                                                                   ------------
                                                                        122,000
                                                                   ------------
(Loss) from operations                                                 (118,000)

Other income (expenses):
   Interest income                                                        4,000
   Interest expense                                                     (17,000)
   Other, net                                                             1,000
                                                                   ------------
                                                                        (12,000)
                                                                   ------------

   Net (loss)                                                      $   (130,000)
                                                                   ------------

Earnings (loss) per common share                                   $     (0.003)
                                                                   ============

Average number of outstanding shares                                 37,526,517
                                                                   ------------

See accompanying notes to financial statements.

                                       5

<PAGE>
                           Chaparral Resources, Inc.

                          Consolidated Balance Sheets

                                                    December 31,    November 30,
                                                 1996 (unaudited)      1996
                                                 ----------------      ----
ASSETS
------

CURRENT ASSETS
   Cash and cash equivalents                       $    939,000    $    800,000
   Accounts receivable
      Joint interest participants                          --             8,000
      Oil and gas purchasers                             10,000          53,000
   Prepaid expenses                                      40,000          40,000
   Oil and gas properties under
      agreement for sale                                306,000         306,000
                                                   ------------    ------------
         Total current assets                         1,295,000       1,207,000

PROPERTY AND EQUIPMENT - AT COST
   Oil and Gas Properties - full cost:
   Republic of Kazakstan (Karakuduk Field)
      not subject to depletion                       11,205,000      11,189,000
                                                   ------------    ------------
                                                     11,205,000      11,189,000

   Furniture, fixtures and equipment                    441,000         441,000
   Less accumulated depreciation                        198,000         198,000
                                                   ------------    ------------
                                                        243,000         243,000
                                                   ------------    ------------
                                                     11,448,000      11,432,000
OTHER ASSETS
   Cash value of insurance and annuities                  8,000           8,000
   Due from Karakuduk-Munay, Inc.                     2,012,000       2,012,000
   Equipment inventory                                   27,000          27,000
   Other                                                 74,000          74,000
                                                   ------------    ------------
                                                      2,121,000       2,121,000
                                                   ------------    ------------
                                                   $ 14,864,000    $ 14,760,000
                                                   ------------    ------------

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
   Accounts payable
      Trade                                        $    276,000    $    278,000
      Joint interest participants - revenue                --            42,000
   Accrued liabilities                                   72,000          91,000
   Accounts payable CAP-G shares                        544,000         744,000
                                                   ------------    ------------
      Total current liabilities                         892,000       1,155,000
                                                   ------------    ------------
LONG TERM OBLIGATIONS:
   Notes payable (including
    $1,000,000 to related party)                      1,603,000       1,106,000
   Accrued compensation                                 385,000         385,000
                                                   ------------    ------------
                                                      1,988,000       1,491,000
STOCKHOLDERS' EQUITY
   Common stock - authorized, 100,000,000
     shares of $.10 par value; issued and
     outstanding, 41,931,427 and 37,526,517
     shares at June 30, 1997 and November
     30, 1996, respectively                           3,753,000       3,753,000
   Capital in excess of par value                    20,482,000      20,482,000
   Preferred  stock -  authorized
     1,000,000 shares as of June 30, 1997
     and  November 30, 1996 (no shares
     issued or outstanding)                               --              --
   Retained earnings (deficit)                      (12,251,000)    (12,121,000)
                                                   ------------    ------------
   Total shareholders' equity                        11,984,000      12,114,000
                                                   ------------    ------------
      Total liabilities and
        stockholders' equity                       $ 14,864,000    $ 14,760,000
                                                   ------------    ------------

See accompanying notes to financial statements.

                                       6

<PAGE>

                           Chaparral Resources, Inc.

                     Consolidated Statements of Cash Flows

                                  (Unaudited)

                                                           For the Month Ended
                                                           -------------------
                                                              December 31,
                                                                 1996
                                                                 ----

Cash flows from operating activities
   Net (loss)                                                  $(130,000)
   Adjustments to reconcile net (los)
     to net cash used by operating activities:
       Depreciation and depletion                                   --
       Amortization of note discount                              (3,000)
      Loss on the sale of Domestic oil
       and gas property                                             --
      Changes in assets and liabilities:
        (Increase) in:
          Accounts receivable                                     51,000
          Prepaid expenses                                          --
          Other assets                                              --
        Increase (decrease) in:
          Accounts payable                                       (44,000)
          Accrued liabilities                                    (19,000)
                                                               ---------
      Net cash (used in) operating activities                   (145,000)

Cash flows from investing activities:
   Additions to property and equipment                              --
   Investment in foreign oil and gas properties                     --
   Additions to Republic of Kazakstan
     (Karakuduk Field) not subject to
     depletion                                                   (16,000)
   Advances to Karakuduk-Munay, Inc.                                --
   Proceeds from sale of interest in
     oil & gas properties                                           --
                                                               ---------
     Net cash provided from (used in)
      investing activities                                       (16,000)

Cash flows from financing activities:
   Payment of Note                                              (200,000)
   Proceeds from notes payable                                   500,000
   Proceeds from sale of stock                                      --
                                                               ---------
     Net cash provided by financing activities                   300,000
                                                               ---------
     Net (decrease) in cash and 
       cash equivalents                                          139,000

Cash and cash equivalents at beginning of period                 800,000
                                                               ---------

Cash and cash equivalents at end of 2nd quarter                $ 939,000
                                    -                          ---------


See accompanying notes to financial statements.

                                       7

<PAGE>



                           Chaparral Resourves, Inc.

                     Consolidated Statements of Operations

                                  (Unaudited)

                                                                     For the
                                                                   Month Ended
                                                                  --------------
                                                                    March 31,
                                                                      1997
                                                                      ----

Revenue:

   Oil and gas sales                                               $      3,000
                                                                   ------------
Cost and expenses:
   Production costs                                                        --
   Loss on sale of domestic oil and gas properties                         --
   Depreciation and depletion                                              --
   General and administrative                                           119,000
                                                                   ------------
                                                                        119,000
                                                                   ------------
(Loss) from operations                                                 (116,000)

Other income (expenses):
   Interest income                                                        3,000
   Interest expense                                                     (12,000)
   Other, net                                                              --
                                                                   ------------
                                                                         (9,000)
                                                                   ------------
   Net (loss)                                                      $   (125,000)
                                                                   ------------

Earnings (loss) per common share                                   $     (0.003)
                                                                   ============

Average number of outstanding shares                                 39,631,472
                                                                   ------------





See accompanying notes to financial statements 



                                       8







<PAGE>



                            CHAPARRAL RESOURCES, INC.

Notes to Consolidated Financial Information

Unaudited


(1)  GENERAL

     Management  has elected to omit  substantially  all notes to the  Company's
financial statements. Reference should be made to the Company's Annual Report on
Form  10-K for the  fiscal  year  ended  November  30,  1996,  for  notes to the
Company's year-end financial statements.

(2)  UNAUDITED INFORMATION

     The  information  furnished  herein was taken from the books and records of
the Company without audit.  However,  such information  reflects all adjustments
(consisting only of normal recurring  adjustments)  which are, in the opinion of
management,  necessary to reflect  properly the results for the interim  periods
presented. The results of operations for the interim periods are not necessarily
indicative of the results to be expected for the year.

     The  November  30,  1996  balance  sheet data is derived  from the  audited
financial  statements but does not include all disclosures required by generally
accepted accounting principles.

(3)  Going Concern

     The Company's financial statements have been presented on the basis that it
is a going  concern,  which  contemplates  the  realization  of  assets  and the
satisfaction  of liabilities  in the normal course of business.  The Company has
over 80% of its assets invested in entities that are pursuing the development of
the  Karakuduk  field,  a shut in oil field in the  central  Asian  Republic  of
Kazakstan, which will require significant additional funding.

     The Company's  current cash reserves and cash flow from operations will not
be sufficient to meet the Company's  capital  requirements  through fiscal 1997.
While  the  Company  believes  that  additional  funds  will be  available  from
additional  financing,  there  can be no  assurance  that such will be the case.
There is also no assurance  that  additional  financing,  if  available,  can be
obtained on terms favorable or affordable to the Company.

     The Company's continued existence as a going concern in its present form is
dependent  upon the  success of future  operations,  which is, in the near term,
dependent on the successful financing and development of the Karakuduk field, of
which there is no assurance.

                                        9

<PAGE>




                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                       OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


(1)  Liquidity and Capital Resources

     Previously,  the Company's  primary  source of capital was from oil and gas
sales from domestic properties. As of the end of the second quarter of 1997, all
domestic properties have been sold or otherwise  disposed.  The only oil and gas
interest of the Company at this time is as a result of the Company's  investment
in Karakuduk-Munay,  Inc. (KKM) through Central Asian Petroleum Guernsey Limited
(CAP-G). KKM is a closed joint stock company in Kazakstan.

     Due  to  the  timing  of the  final  payment  of  $543,750  related  to the
acquisition of an interest in CAP-G,  current liabilities of $826,000 exceed the
current assets of $414,000 at June 30, 1997, resulting in a current ratio of 0.5
to 1. Without the purchase payment obligation, the current ratio would be 1.5 to
1. An extension of the due date for the final payment on the acquisition of this
interest  and the terms of the option for the  remaining  10% interest in CAP- G
are currently being negotiated.  The Company now owns 90% of CAP-G,  providing a
45% beneficial  interest in the Karakuduk field. Upon exercising the option, the
Company will have a 50% beneficial  interest in the Karakuduk  field.  The other
50% is owned by a  Kazakstan  government  group and two  Kazakstan  joint  stock
companies.

     Since the Karakuduk field is in the early stage of  development,  the field
does not currently  produce revenues  sufficient to meet its cash outflow needs.
The development of the Karakuduk  field,  through KKM, will require  substantial
amounts of additional  capital.  The terms of the KKM revised  license require a
work plan from the  commencement  of operations  through  August 31, 1997, of at
least $10,000,000. Of this amount, approximately $6,500,000 has been expended to
date and the Company's  remaining  share through August 31, 1997 is estimated at
$3,500,000.  It is  anticipated  that the Company will either have spent or will
have  committed  to  the  required   expenditures   by  this  date.   Additional
requirements exist for the year ending August 31, 1998.

     KKM was  re-registered  on July 24, 1997 with the  government of Kazakstan.
The re-  registration  was required as a result of new legislation in Kazakstan.
The Company  believes that KKM is now in compliance  with all Kazakstan laws and
regulations related to the registration requirements relating to legal entities.
The  re-registered  KKM  includes  newly  established  Kazak Oil,  the  national
petroleum  company which holds the majority of the interest of the government of
Kazakstan in KKM.

     The Company  received an  extension  to December 31, 1997 from the Overseas
Private Investment Corp. ("OPIC") for political risk insurance. OPIC granted the
Company a binding

                                       10

<PAGE>



executed  letter of  commitment  on September 25, 1996. It was to expire on June
30, 1997. The Company has a standby facility for which it has made four previous
payments of $31,250.  A fifth  payment of $31,250 will be due on  September  30,
1997. The Company  expects to execute the contract in the fourth quarter of this
year.

     The Company has raised  capital to finance a portion of its  obligations in
connection  with the acquisition of its interest in CAP-G and the development of
the Karakuduk  field and to satisfy working capital needs in the short term. The
Company  plans to meet its  additional  capital  needs  through  debt or  equity
offerings,  encumbering  properties,  entering into arrangements whereby certain
costs  of  development  will be  paid by  others  to  earn  an  interest  in the
properties,  or sale of a portion of the  Company's  interest  in the  Karakuduk
field.  The present  environment  for financing the  acquisition  of oil and gas
properties or the ongoing  obligations  of the oil and gas business is uncertain
due,  in part,  to  instability  in oil and gas  pricing  in recent  years.  The
Company's  small size and early stage of development of the Karakuduk  field may
also  increase  the  difficulty  in raising  needed  financing.  There can be no
assurance that debt or equity financing  anticipated to be necessary to continue
to fund the  Company's  operations  and  obligations  will be  available  to the
Company on economically  acceptable  terms if at all. If sufficient funds cannot
be raised to meet the continuing obligations with respect to the Karakuduk field
development,  the  Company's  interest in such  property may be lost.  Also,  if
sufficient funds cannot be raised to provide additional  working capital,  it is
likely that the Company will not be able to continue operations.

     The Company has no other material  commitments  for cash outlay and capital
expenditures other than for normal operations.

(2)  Results of Operations

     ln order to unite  the  reporting  period of the  Company  with that of its
subsidiaries,  the fiscal  year was  changed to a December  31 year end from the
previous  November 30 year end. This change took effect in the second quarter of
1997. As a result of this change,  quarterly and year to date data is as of June
30th for 1997 and as of May 31st for 1996. An income  statement for the month of
March, 1997, is reported  separately for continuity  purposes,  as the Company's
first  Quarterly  Report on From 10-Q reported the quarter from December 1, 1996
to February 28, 1997 and the second  quarter  reports  April 1, 1997 to June 30,
1997.

     Unaudited  statements for the  transition  period of December 1 to December
31, 1997 are reported separately although they have been included as part of the
first Quarterly Report on Form 10-Q for 1997. Audit of the transition  period of
December  1996 will be completed  and reported on the next Annual Report on Form
10-K.



                                       11

<PAGE>



Three Months Ended June 30, 1997 vs Three Months Ended May 1, 1997.

     The Company's  operations  resulted in a net loss of $573,000 for the three
month period ended June 30, 1997  compared to a net loss of $258,000  during the
three months ended May 31, 1996.  Increases in general and administrative  costs
accounted  for most of this change.  This was the result of costs related to the
acquisition and operation of the Company's  beneficial interest in the Karakuduk
field and financing and farmout operations  related to the project.  The Company
has elected not to  capitalize  the general and  administrative  expense at this
time,  however,  these amounts may be capitalized  upon final  financing for the
project. Due to the sale of the domestic properties, there was no revenue in the
second quarter.  Interest expense was $25,000, as a result of the Company having
obtained financing for the Karakuduk field.

Six Months Ended June 30, 1997 vs. Six Months Ended May 31, 1996.

     The Company  realized a loss on the sale of the Company's  domestic oil and
gas properties  that totaled  $36,000 in the first quarter of 1997.  There was a
$43,000 gain related to subsidiary billings of related party transactions.

     General and administrative expenses increased from $349,000 to $950,000, an
increase  of 172%.  Due to the sale of the  domestic  properties,  there  was no
revenue in the second quarter.

     Interest expense was $130,000 as a result of the Company's financing of the
Karakuduk  field.   Interest  income  is  primarily  that  portion  of  interest
undertaken on behalf of the  stockholders of CAP-G Karakuduk which is indirectly
owed to the Company.



                                       12

<PAGE>



                           PART II - OTHER INFORMATION

Item 2 - Changes in Securities

     (c) On April 22, 1997, the Company sold  3,076,923  shares of the Company's
common  stock  for  $0.65  per  share  for a total of  $2,000,000  to a  private
investor. In connection with the transaction,  the Company also issued a warrant
to  the  investor  to  purchase  up to an  additional  4,615,385  shares  of the
Company's common stock for $3,000,000 or $0.65 per share. The warrant expires on
December  31, 1997,  if not  previously  exercised.  The private  investor  also
converted a $500,000  promissory note (plus $2,000 of accrued interest) that had
previously been issued by the Company to it into 772,308 shares of the Company's
common stock at a conversion  price of $0.65 per share.  The Company  issued the
stock and warrant in reliance upon the exemption from registration under Section
4(2) of the Securities Act of 1933, as amended.  The investor represented to the
Company that the investor  acquired the stock and warrant for the investor's own
account and not with a view to  distribution.  The investor had available to the
investor all material  information  concerning  the  Company.  The  certificates
evidencing  the stock and warrant bear an appropriate  restrictive  legend under
the Securities Act of 1933, as amended.

Item 4 - Submission of Matters to A Vote of Security Holders

     On July 17, 1997 the Company held its Annual Meeting of  Stockholders.  The
Company's stockholders elected the following eight persons as directors, each to
serve until the next Annual  Meeting of  Stockholders  or until his successor is
elected or appointed:  Howard Karren,  Peter G. Dilling,  Jay W. McGee,  Alan D.
Berlin,  Walter  A.  Carozza,  David  A.  Dahl,  John G.  McMillian  and Arlo G.
Sorensen.  The Company's  stockholders also voted to adopt,  separately,  a 1997
Stock Incentive Plan and a 1997 Nonemployee Directors' Stock Option Plan.

     The number of shares voted and withheld  with respect to each director were
as follows:

Election of Directors        For                   Withheld
---------------------        ---                   --------

Howard Karren                24,756,934              540,387
Peter G. Dilling             23,072,406            2,224,915
Jay W. McGee                 22,726,326            2,570,995
Alan D. Berlin               23,216,656            2,080,665
Walter A. Carozza            24,660,134              637,187
David A. Dahl                23,243,206            2,054,115
John G. McMillian            24,755,784              541,537
Arlo G. Sorensen             23,244,106            2,053,215



                                       13

<PAGE>



     The  number  of shares  voted  with  respect  to the  approval  of the 1997
Incentive Stock Plan was as follows:

For               Against             Abstain             Broker Non-Votes
---               -------             -------             ----------------

17,088,991        3,253,159           193,019             4,762,152

     The number of shares with respect to the  approval of the 1997  Nonemployee
Directors' Stock Option Plan was as follows:

For               Against             Abstain              Broker Non-Votes
---               -------             -------              ----------------

15,110,428        5,229,093           196,648              4,761,152


Item 6 -  Exhibits and Reports on Form 8-K

(a)  Exhibits

     3(ii) Bylaws as amended through July 17, 1997

     10.1  Subscription   Agreement  dated  April  22,  1997  between  Chaparral
Resources, Inc. and Victory Ventures, LLC.

     10.2  Warrant   Certificate  dated  December  31,  1997  entitling  Victory
Ventures,  LLC to purchase up to  4,615,385  shares of common stock of Chaparral
Resources, Inc.

     10.3 Form of Warrant issued to Black Diamond Partners LP, Clint D. Carlson,
John D. Schneider,  Victory  Ventures LLC,  Whittier Energy Company and Whittier
Ventures LLC in connection with loans made by them to Chaparral Resources,  Inc.
in  November  and  December  1996 and to Black  Diamond  Partners  LP,  Clint D.
Carlson,  Whittier  Energy  Company and  Whittier  Ventures  LLC in July 1997 in
connection with the same loans.

     10.4 Chaparral Resources, Inc. 1997 Incentive Stock Plan.

     10.5 Chaparral  Resources,  Inc. 1997  Nonemployee  Directors' Stock Option
Plan.

     27   Financial Data Schedule

(b)  During the quarter ended June 30, 1997,  the Company filed a Current Report
     on Form 8-K dated  April 17, 1997  reporting  under Item 5 that the Company
     had entered into a memorandum  of  understanding  with an Irish oil and gas
     company whereby the Company would sell certain of its oil and gas interests
     for cash and stock. The

                                       14

<PAGE>



     Company also reported that it had sold shares of the Company's common Stock
     and issued a warrant to purchase  additional shares of the Company's common
     stock to a private investor for cash and that the same private investor had
     converted a promissory note previously issued by the Company into shares of
     the Company's common stock.

(c)  During the quarter ended June 30, 1997,  the Company filed a Current Report
     on Form 8-K dated May 29,  1997  reporting  under  Item 8 that the Board of
     Directors  of the Company had  changed the  Company's  fiscal year end from
     November 30 to December 31.



                                       15

<PAGE>



                                   SIGNATURES


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



Dated: August 14, 1997



                                            CHAPARRAL RESOURCES, INC.,
                                            a Colorado Corporation




                              /s/ Howard Karren
                                  ----------------------------------------------
                                  Howard Karren
                                  President and Principal Executive Officer





                              /s/ Arlo G. Sorensen
                                  ----------------------------------------------
                                  Arlo G. Sorensen, Chief Financial Officer and
                                  Principal Accounting Officer


                                       16

<PAGE>


                                  EXHIBIT INDEX


     3(ii) Bylaws as amended through July 17, 1997

     10.1  Subscription   Agreement  dated  April  22,  1997  between  Chaparral
Resources, Inc. and Victory Ventures, LLC.

     10.2  Warrant   Certificate  dated  December  31,  1997  entitling  Victory
Ventures,  LLC to purchase up to  4,615,385  shares of common stock of Chaparral
Resources, Inc.

     10.3 Form of Warrant issued to Black Diamond Partners LP, Clint D. Carlson,
John D. Schneider,  Victory  Ventures LLC,  Whittier Energy Company and Whittier
Ventures LLC in connection with loans made by them to Chaparral Resources,  Inc.
in  November  and  December  1996 and to Black  Diamond  Partners  LP,  Clint D.
Carlson,  Whittier  Energy  Company and  Whittier  Ventures  LLC in July 1997 in
connection with the same loans.

     10.4 Chaparral Resources, Inc. 1997 Incentive Stock Plan.

     10.5 Chaparral  Resources,  Inc. 1997  Nonemployee  Directors' Stock Option
Plan.

     27   Financial Data Schedule



                                       17