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 June 30, 2003



[  ]

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)



Nevada

81-0444479

(State or other jurisdiction of

(IRS Employer Identification Number)

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 July 9, 2003, 4,938,115 shares of the registrants common stock  were
             outstanding.

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TABLE OF CONTENTS







PART I



PAGE





ITEM 1.

Balance Sheets as of June 30, 2003

and December 31, 2002

3



Statements of Operations For the Three and Six Month

Periods Ended June 30, 2003 and 2002

4



Statements of Cash Flows For the Six Month Periods

Ended June 30, 2003 and 2002

5



Notes to Financial Statements

6



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

Results of Operations

7



ITEM 3.      Controls and Procedures

8



PART II



ITEM 1.      Legal Proceedings

9



ITEM 2.      Changes in Securities

9



ITEM 3.      Defaults Upon Senior Securities

9



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

9



ITEM 5.      Other Information

9



ITEM 6.      Exhibits and Reports on Form 8-K

9



Signatures

10



Certifications

11









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PART I.



ITEM 1:  FINANCIAL STATEMENTS



Balance Sheets as of June 30, 2003

Missouri River and Gold Gem Corporation                    and December 31, 2002





ASSETS



|                |   | (Unaudited), |  |   |             
|--------------- | - | ------------ |  | - | ------------
|                |   | June 30,     |  |   | December 31,
|                |   | 2003         |  |   | 2002        
|CURRENT ASSETS: |   |              |  |   |             
|Cash            | $ | 39,985       |  | $ | 48,319      
|                |   |              |  |   |             
|Total assets    | $ | 39,985       |  | $ | 48,319      





LIABILITIES AND STOCKHOLDERS EQUITY





|CURRENT LIABILITIES:                                                                                   |   |           |  |   |          
|------------------------------------------------------------------------------------------------------ | - | --------- |  | - | ---------
|Accounts payable                                                                                       | $ | 140       |  |   |          
|                                                                                                       |   |           |  |   |          
|Total current liabilities                                                                              |   | 140       |  |   |          
|                                                                                                       |   |           |  |   |          
|STOCKHOLDERS EQUITY:                                                                                  |   |           |  |   |          
|Preferred stock; $0.001 par value; 10,000,000
shares authorized; none issued and
outstanding           |   |           |  |   |          
|Common stock; $0.001 par value; 300,000,000
shares authorized; 4,938,115 shares issued and
outstanding |   | 4,938     |  |   | 4,938    
|Additional paid-in capital                                                                             |   | 638,433   |  |   | 638,433  
|Accumulated deficit                                                                                    |   | (603,526) |  |   | (595,052)
|                                                                                                       |   |           |  |   |          
|Total stockholders equity                                                                             |   | 39,845    |  |   | 48,319   
|                                                                                                       |   |           |  |   |          
|Total liabilities and stockholders equity                                                             | $ | 39,985    |  | $ | 48,319   













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Statements of Operations for the

Missouri River and Gold Gem Corporation                  Three and Six Month Periods Ended

(Unaudited)                                                                        June 30, 2003 and 2002







|                                                     |   | June 30, 2003 |   |            | June 30, 2002
|---------------------------------------------------- | - | ------------- | - | ---------- | -------------
|                                                     |   | Three
Months  |   | Six
Months |              
|OPERATING EXPENSES:                                  |   |               |   |            |              
|General and administrative
expenses                  | $ | 1,404         | $ | 8,615      |              
|Total operating expenses                             |   | 1,404         |   | 8,615      |              
|                                                     |   |               |   |            |              
|OTHER (INCOME):                                      |   |               |   |            |              
|Interest income                                      |   | (65)          |   | (141)      |              
|Total other (income)                                 |   | (65)          |   | (141)      |              
|                                                     |   |               |   |            |              
|NET LOSS                                             | $ | 1,339         | $ | 8,474      |              
|                                                     |   |               |   |            |              
|NET LOSS PER SHARE                                   | $ | Nil           | $ | Nil        |              
|                                                     |   |               |   |            |              
|WEIGHTED AVERAGE NUMBER OF SHARES OUSTANDING  BASIC | $ | 4,938,115     | $ | 4,938,115  |              











































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Statements of Cash Flows for the

Missouri River and Gold Gem Corporation                     Six Month Periods Ended

(Unaudited)                                                                          June 30, 2003 and 2002











|                                            |   | Six Months Ended
June 30,
|------------------------------------------- | - | -------------------------
|                                            |   | 2003                     
|CASH FLOWS FROM OPERATING ACTIVITIES:       |   |                          
|Net loss                                    | $ | (8,474)                  
|                                            |   |                          
|Change in:                                  |   |                          
|Increase in accrued interest receivable     |   |                          
|Increase in accounts payable                |   | 140                      
|Net cash flows used by operating activities |   | (8,334)                  
|                                            |   |                          
|CASH FLOWS FROM FINANCING ACTIVITIES:       |   |                          
|Payment on note receivable  stock          |   | -                        
|Net cash provided from financing activities |   | -                        
|                                            |   |                          
|NET DECREASE IN CASH                        |   | (8,334)                  
|                                            |   |                          
|CASH AT BEGINNING OF PERIOD                 |   | 48,319                   
|                                            |   |                          
|CASH AT END OF PERIOD                       | $ | 39,985                   



































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MISSOURI RIVER AND GOLD GEM CORPORATION

(Unaudited)

Notes to Financial Statements



1.

Basis of Presentation:



The financial statements of Missouri River and Gold Gem Corporation 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 generally accepted accounting principles has been condensed or omitted, Missouri River and Gold Gem Corporation 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, 2002 included in the registrants filing of 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, 2003.





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, 2002 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.















[The balance of this page left intentionally blank.]















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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.



Letter of Intent



On June 24, 2003, Missouri River and Gold Gem Corporation Missouri River entered into a letter of intent to acquire all of the outstanding shares of capital stock of VOIedge Networks, Inc., a Delaware corporation VOIedge, in exchange for approximately 25,000,000 authorized but as yet un-issued shares of Missouri River common stock.



VOIedge, a development stage company, intends to market telephony solutions of cable television companies to leverage their existing cable network infrastructure to compete with satellite broadcasters and telephone companies. VOIedges product is based on proprietary, standards-based technology built into small, self-provisioning, easy-to-install, customer premise equipment that enables cable companies to provide cost-effective voice and other added-value network services.



Closing of the transaction is subject to completion of due diligence, execution of a definitive Share Purchase Agreement, approval of the board of directors of Missouri River and approval of the directors and the shareholders of VOIedge.  Immediately after closing there will be approximately 29,938,115 shares of Missouri River issued and outstanding. The Share Purchase Agreement will require that Missouri Rivers management and 5% shareholders enter into lock-up agreements to limit the number of shares they may sell until July 1, 2004.



The total shares outstanding at closing will be comprised of the following:



1.

Current Missouri River shareholders  4,938,115 shares

2.

VOIedge shareholders  approximately 25,000,000 shares



After closing of the transaction it is intended that the shares shall reverse split 1:3, leaving approximately 9,980,000 Missouri River shares outstanding. The current Missouri River Shareholders will then own approximately 1,646,038 shares or 16.5% of the total outstanding shares.













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Results of Operations



For the three month period ended June 30, 2003 compared to the three month period ended June 30, 2002



For the three months ended June 30, 2003, the Company had a net loss of $1,339 compared to a net loss of $13,348 during the comparable period of 2002.  The decrease in the loss from the second quarter of 2002 to the second quarter of 2003 was primarily due to a decrease in legal fees ($10,167) which were incurred in the second quarter of 2002 for the preparation of a proxy and other related documents for the annual shareholders meeting.



For the six month period ended June 30, 2003 compared to the six month period ended June 30, 2002



For the six month period ended June 30, 2003, the Company had a net loss of $8,474 compared to a net loss of $21,707 for the three month period ended June 30, 2002. The decrease from 2002 to 2003 is primarily attributable to expenses incurred in 2002 for the preparation of a proxy statement and other fees related to the annual meeting of shareholders. No such expenses were incurred in 2003.



Financial Condition and Liquidity



During the three month period ended June 30, 2003, the Company used $8,334 of cash for operating activities, compared to $21,032 used for operating activities in the first quarter of 2002.  The Company has no recurring revenue from operating activities and has no plans to sell additional shares of common stock.  Management believes that the Company has sufficient cash to meet operating expenses for the remainder of 2003.



ITEM 3.

CONTROLS AND PROCEDURES



Based on their most recent evaluation, which was completed within 90 days of the filing of this Form 10-QSB, the Companys president and principle financial officer believes the Companys disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information required to be disclosed by the Company in this report is accumulated and communicated to the Companys management, as appropriate, to allow timely decisions regarding required disclosure. There were no significant changes in the Companys internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.















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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



NONE



ITEM 5.

OTHER INFORMATION



NONE



ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K



Form 8-K, Item 5. Other Events, Dated June 24, 2003











































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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/  Marty A. Powell

July 15, 2003



Martyn A. Powell

Date

President, Director and Principal Financial Officer





















































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Certifications



I, Martyn A. Powell, certify that:



1.

I have reviewed this quarterly report on Form 10-QSB of Missouri River and Gold Gem Corporation



2.

Based on my knowledge, this quarterly 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 quarterly report;



3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report.



4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and I have:



a.

designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b.

evaluated the effectiveness of the Registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and

c.

presented in this quarterly report our conclusions about the effectiveness of disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5.

I have disclosed, based on my most recent evaluation, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions);



a.

all significant deficiencies in the design or operations of internal controls which could adversely affect the Registrants ability to record, process, summarize and report financial data and have identified for the Registrants auditors any material weaknesses in internal controls; and

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal controls; and



6.

I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: July 15, 2003



/s/Martyn A. Powell

Martyn A. Powell

President, Director and Principal Financial Officer