UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549





FORM 10-QSB



(Mark one)



[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2002



[ ]  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 000-33109



MISSOURI RIVER AND GOLD GEM CORPORATION

(Exact name of small business issuer as specified in its charter)



MONTANA                                       81-0444479

(State or other jurisdiction of               (IRS Employer Identification No.)

incorporation or organization)





2024 105TH PL. S.E., EVERETT, WA 99208

(Address of principal executive offices)



Registrant's Telephone Number, Including Area Code: (425) 337-7778



COMMON STOCK                THE OTC-BULLETIN BOARD

Title of each class   Name and exchange on which registered



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 as the

registrant  was  required to file such reports), and (2) has  been  subject  to

filing requirements for the past 90 days.



Yes [X]  No [  ]



At October  15, 2002, 4,938,115 shares  of the registrant's  common  stock were

outstanding.



























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MISSOURI RIVER AND GOLD GEM CORPORATION

FORM 10-QSB

For the quarterly period ended September 30, 2002









TABLE OF CONTENTS







PART I



PAGE



ITEM 1.  Financial Statements



Balance Sheets as of September 30, 2002

and December 31, 2001                                                 3



Statements of Operations For the Three and Nine Month

Periods Ended September 30, 2002 and 2001                               4



Statements of Cash Flows For the Nine Month Periods

Ended September 30, 2002 and 2001                                     5



Notes to Financial Statements                                           6



ITEM 2.  Managements Discussion and Analysis of Financial Condition and

Results of Operations                                               7



PART II



ITEM 1.          Legal Proceedings                                           8



ITEM 2.          Changes in Securities                                       8



ITEM 3.          Defaults Upon Senior Securities                             8



ITEM 4.          Submission of Matters to a Vote of Security Holders         8



ITEM 5.          Other Information                                           8



ITEM 6.          Exhibits and Reports on Form 8-K                            8



Signatures                                                                   9



Certifications                                                               9



























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MISSOURI RIVER AND GOLD GEM CORPORATION

FORM 10-QSB

For the quarterly period ended September 30, 2002



PART I



ITEM 1.     FINANCIAL STATEMENTS



Balance Sheets                                        as of September 30, 2002

Missouri River and Gold Gem Corporation               and December 31, 2001

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



September 30,    December 31,

(UNAUDITED)

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



ASSETS

CURRENT ASSETS:

Cash                                          $      49,396    $      67,137

Accrued interest receivable                             -                165

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

Total current assets                          $      49,396    $      67,302

==============   ==============





LIABILITES AND STOCKHOLDERS' EQUITY



CURRENT LIABILITIES:

Accounts payable                              $          91              -

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

Total current liabilities                             91              -

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



STOCKHOLDERS EQUITY:

Preferred stock; $0.001 par value; 10,000,000

shares authorized as of September 30, 2002;

none authorized as of December 31, 2001;

no shares outstanding                                 -                -

Common stock; $0.001 par value; 300,000,000

shares authorized as of September 30, 2002;

50,000,000 shares authorized as of

December 31, 2001; 4,938,115 shares

issued and outstanding                              4,938            4,938

Additional paid-in capital                          638,433          638,433

Note receivable for stock purchase                      -             (5,000)

Accumulated deficit                                (594,066)        (571,069)

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

Total stockholders equity                           49,305           67,302

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



Total liabilities and stockholders equity    $      49,396    $      67,302

==============   ==============













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





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MISSOURI RIVER AND GOLD GEM CORPORATION

FORM 10-QSB

For the quarterly period ended September 30, 2002



Missouri River and Gold Gem Corporation      Statements of Operations for the

Three and Nine Month Periods Ended

September 30, 2002 and 2001

(UNAUDITED)









September 30, 2002        September 30, 2001

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

Three        Nine        Three        Nine

Months       Months      Months       Months

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

OPERATING EXPENSES:

General and administrative

expenses                  $    1,458   $   23,685   $    9,940   $   24,597

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

Total operating expenses         1,458       23,685        9,940       24,597

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



OTHER (INCOME) EXPENSES:

Interest income                   (167)        (688)        (587)        (843)

Interest expense                    -           -            -            199

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

Total other (income)

expenses                        (167)        (688)        (587)        (644)

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



NET LOSS                      $    1,291   $   22,997   $    9,353   $   23,953

===========  ===========  ===========  ===========





NET LOSS PER SHARE            $     Nil    $     Nil    $     Nil    $     Nil

===========  ===========  ===========  ===========





WEIGHTED AVERAGE NUMBER OF

SHARES OUTSTANDING - BASIC      4,938,115    4,938,115    4,938,115    3,867,053

===========  ===========  ===========  ===========































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





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MISSOURI RIVER AND GOLD GEM CORPORATION

FORM 10-QSB

For the quarterly period ended September 30, 2002



Missouri River and Gold Gem Corporation           Statements of Cash Flows for

the Nine Month Periods Ended

September 30, 2002 and 2001

(UNAUDITED)



NINE MONTHS ENDED

SEPTEMBER 30,

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

2002          2001

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

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                          $  (22,997)   $  (23,953)

Adjustments to reconcile net loss to net cash

used by operating activities:

Change in:

Accrued interest receivable                           165           (88)

Accounts payable                                       91           -

Interest payable                                      -            (285)

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

Net  cash  flows  used  by  operating  activities      (22,741)      (24,326)

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



CASH FLOWS FROM FINANCING ACTIVITIES:

Payment on note receivable - stock purchase         5,000           -

Advances from officer                                 -          (3,072)

Proceeds from issuance of common stock                -          95,000

Note payable to officer                               -          (5,200)

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

Net cash flows provided by financing activities          5,000        86,728

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



NET CHANGE IN CASH                                     (17,741)        62,402



CASH AT BEGINNING OF PERIOD                             67,137          5,185

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



CASH AT END OF PERIOD                               $   49,396    $   67,587

===========   ===========



SUPPLEMENTAL DISCLOSURE OF

CASH FLOW INFORMATION:



Cash paid for interest during the period                     $      484



SUPPLEMENTAL SCHEDULE ON

NON-CASH FINANCING ACTIVITIES:

Issuance of common stock for note receivable                 $    5,000













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





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MISSOURI RIVER AND GOLD GEM CORPORATION

FORM 10-QSB

For the quarterly period ended September 30, 2002







Missouri River and Gold Gem Corporation         Notes to Financial Statements

(Unaudited)



1.  Basis of Presentation:



The  financial  statements  of  Missouri River and Gold Gem  Corporation  ("the

Company") included herein have been  prepared  without  audit,  pursuant to the

rules  and  regulations  of  the Securities and Exchange Commission.   Although

certain  information normally included  in  financial  statements  prepared  in

accordance  with  accounting principles generally accepted in the United States

of America has been  condensed  or  omitted,  the  Company  believes  that  the

disclosures  are  adequate  to  make  the information presented not misleading.

These financial statements should be read  in  conjunction  with  the financial

statements  and  notes  thereto  for  the  fiscal year ended December 31,  2001

included in the registrant's Form 10-KSB.



The  financial  statements  included  herein  reflect   all   normal  recurring

adjustments  that,  in  the  opinion  of management, are necessary for  a  fair

presentation.  The results for interim  periods  are not necessarily indicative

of trends or of results to be expected for the full  year  ending  December 31,

2002.





2.  Nature of Business and Plan of Operation:



The   objectives  of  the  Company  are  to  seek,  investigate  and,  if  such

investigation warrants, acquire an interest in business opportunities presented

to it by  persons or firms who or which desire to seek the perceived advantages

of a publicly  registered  corporation.  The Company has no recurring source of

revenue and has incurred operating losses  since  inception.  These  conditions

raise  substantial  doubt  about  the  Company's ability to continue as a going

concern as expressed by the Company's independent  accountants  in their report

on  the  Company's  December  31,  2001,  financial  statements.   The  interim

financial statements do not contain any adjustments which might be necessary if

the Company is unable to continue as a going concern.



3.  Merger:



Pursuant to a Plan of Merger adopted by the Company's board of directors on May

28,  2002,  the Company merged with its wholly-owned subsidiary, Missouri River

and Gold Gem  Corporation, a Nevada corporation.  The merger was in conjunction

with changing the Company's domicile  from the State of Montana to the State of

Nevada, and was approved by a majority vote of the Company's shareholders at an

annual meeting of shareholders held July  12, 2002 (See Item 4).  The surviving

Nevada corporation has 300,000,000 shares of  $0.001  par  value  common  stock

authorized  for issue and 10,000,000 shares of $0.001 par value preferred stock

authorized for issue.

















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MISSOURI RIVER AND GOLD GEM CORPORATION

FORM 10-QSB

For the quarterly period ended September 30, 2002





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

RESULTS OF OPERATIONS



General



This report contains  both historical and prospective statements concerning the

Company and its operations.   Prospective statements (known as "forward-looking

statements") may or may not prove  true  with  the  passage  of time because of

future risks and uncertainties.  The Company cannot predict what  factors might

cause  actual  results to differ materially from those indicated by prospective

statements.



Results of Operations



For the three month period ended September 30, 2002 compared to the three month

period ended September 30, 2001



For the three months  ended  September  30, 2002, the Company had a net loss of

$1,291 compared to a net loss of $9,353 for  the  three  months ended September

30,  2001.   The decrease in net loss from 2001 to 2002 was  due  to  decreased

general and administrative expenses in 2002.



For the nine month  period  ended September 30, 2002 compared to the nine month

period ended September 30, 2001



For the nine months ended September  30,  2002,  the  Company had a net loss of

$22,997 compared to a net loss of $23,953 for the nine  months  ended September

30,  2001.   The  majority  of  the  expenses for both nine month periods  were

primarily attributable to legal and accounting fees.



Financial Condition and Liquidity



During the nine month period ended September 30, 2002, the Company used $22,741

of cash in operating activities.  The  Company  has  no  recurring revenue from

operating  activities and has no immediate plans to sell additional  shares  of

common stock.   The  Company  anticipates being able to fund its operations for

the remainder of 2002 through its existing cash resources.







































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MISSOURI RIVER AND GOLD GEM CORPORATION

FORM 10-QSB

For the quarterly period ended September 30, 2002



PART II



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



On July 12, 2002, at an annual  meeting of shareholders the following directors

were re-elected:



Votes For*     Votes Against*     Votes Withheld*

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

Martyn A. Powell              8,526,646           500                    0

John Powell                   8,499,446           500                    0



*As voted cumulatively



Also at the annual meeting the following  two  proposals  were  approved by the

shareholders:



Proposal  2.  Change of the Corporation's state of domicile from the  State  of

Montana to the  State  of Nevada, to be accomplished by a merger of the Company

with its wholly-owned subsidiary in the State of Nevada.



Votes For       Votes Against      Votes Withheld

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

4,255,723            750                1,500



Proposal 3. To appoint DeCoria, Maichel & Teague P.S. as the Company's auditors

for the year ending December 31, 2002.



Votes For       Votes Against      Votes Withheld

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

4,250,473            750               5,500



ITEM 5.     OTHER INFORMATION



NONE



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K



NONE













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MISSOURI RIVER AND GOLD GEM CORPORATION

FORM 10-QSB

For the quarterly period ended September 30, 2002





SIGNATURES



Pursuant to the requirements  of  Section  13  or  15(b)  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.



Missouri River and Gold Gem Corporation

(Registrant)





By: /s/: Martyn A. Powell                                 10/18/02

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

Martyn A. Powell                                            Date

President, Director and Principal Financial Officer











CERTIFICATION







I, Martyn Powell certify that:



1.      I  have reviewed this report on Form 10-QSB of Missouri River and  Gold

Gem Corp.



2.     Based  on  my  knowledge, this annual report does not contain any untrue

statement of a material fact or omit to state a material fact necessary to make

the statements made, in light of the circumstances under which  such statements

were made, not misleading with respect to the period covered by this report.



3.      Based  on  my  knowledge, the financial statements, and other financial

information included in  this report, fairly present  in all material  respects

the financial condition, results of operations and cash flows of the registrant

as of, and for, the periods presented in this report.



Date: October 18, 2002



/s/ Martyn Powell

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

Martyn Powell

President, and Principal Financial Officer