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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, 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 October 13, 2003, 4,938,115 shares of the registrants common stock were outstanding.



SEC 2334 (3-03)

Potential persons who are to respond to the collection of information contained in this form are not

required  to  respond unless the  form displays a currently valid OMB control number.

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TABLE OF CONTENTS







PART I



PAGE





ITEM 1.

Balance Sheets as of September 30, 2003

and December 31, 2002

3



Statements of Operations For the Three and Nine Month

Periods Ended September 30, 2003 and 2002

4



Statements of Cash Flows For the Nine Month Periods

Ended September 30, 2003 and 2002

5



Notes to Financial Statements

6



ITEM 2.

Managements Discussion and Analysis of Financial Condition or

Plan 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 September 30, 2003

Missouri River and Gold Gem Corporation                                                   and December 31, 2002









ASSETS



|                |   | (Unaudited),  |  |   |             
|--------------- | - | ------------- |  | - | ------------
|                |   | September 30, |  |   | December 31,
|                |   | 2003          |  |   | 2002        
|CURRENT ASSETS: |   |               |  |   |             
|Cash            | $ | 34,759        |  | $ | 48,319      
|                |   |               |  |   |             
|Total assets    | $ | 34,759        |  | $ | 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                                                                                    |   | (608,752) |  |   | (595,052)
|                                                                                                       |   |           |  |   |          
|Total stockholders equity                                                                             |   | 34,619    |  |   | 48,319   
|                                                                                                       |   |           |  |   |          
|Total liabilities and stockholders equity                                                             | $ | 34,759    |  | $ | 48,319   







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

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Statements of Operations for the

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

(Unaudited)                                                                                             September 30, 2003 and 2002





|                                                      |   | September 30, 2003 |   | September 30, 2002
|----------------------------------------------------- | - | ------------------ | - | ------------------
|                                                      |   | Three
Months       |   | Nine
Months       
|OPERATING EXPENSES:                                   |   |                    |   |                   
|General and administrative
expenses                   | $ | 5,286              | $ | 13,901            
|Total operating expenses                              |   | 5,286              |   | 13,901            
|                                                      |   |                    |   |                   
|OTHER (INCOME):                                       |   |                    |   |                   
|Interest income                                       |   | (60)               |   | (201)             
|Total other (income)                                  |   | (60)               |   | (201)             
|                                                      |   |                    |   |                   
|NET LOSS                                              | $ | 5,226              | $ | 13,700            
|                                                      |   |                    |   |                   
|NET LOSS PER SHARE                                    | $ | Nil                | $ | Nil               
|                                                      |   |                    |   |                   
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING  BASIC | $ | 4,938,115          | $ | 4,938,115         









































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

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Statements of Cash Flows for the

Missouri River and Gold Gem Corporation                                           Nine Month Periods Ended

(Unaudited)                                                                                             September 30, 2003 and 2002







|                                            |   | Nine Months Ended
September 30,
|------------------------------------------- | - | -------------------------------
|                                            |   | 2003                           
|CASH FLOWS FROM OPERATING ACTIVITIES:       |   |                                
|Net loss                                    | $ | (13,700)                       
|                                            |   |                                
|Change in:                                  |   |                                
|Increase in accrued interest receivable     |   |                                
|Increase in accounts payable                |   | 140                            
|Net cash flows used by operating activities |   | (13,560)                       
|                                            |   |                                
|CASH FLOWS FROM FINANCING ACTIVITIES:       |   |                                
|Payment on note receivable  stock          |   | -                              
|Net cash provided from financing activities |   | -                              
|                                            |   |                                
|NET DECREASE IN CASH                        |   | (13,560)                       
|                                            |   |                                
|CASH AT BEGINNING OF PERIOD                 |   | 48,319                         
|                                            |   |                                
|CASH AT END OF PERIOD                       | $ | 34,759                         









































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

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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:



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 OR PLAN OF OPERATIONS



Plan of Operation



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.



During the third quarter management commenced its due diligence activities and was unable to obtain satisfactory documentation to evidence VOIedges capability to finance its plan of operation.  As a result, the company terminated the letter of intent on September 30, 2003.



Financial Condition and Liquidity



During the three month period ended September 30, 2003, the Company used $13,560 of cash for operating activities, compared to $17,741 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 resources to meet operating expenses for the next twelve-month period.













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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 principal financial officer believe 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.

















[The balance of this page left intentionally blank.]





















































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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



(a)  Exhibits



Exhibit 31.1  Certification required by Rule 13a-14(a) or Rule 15d-14(a).



Exhibit 32.1  Certification required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.





(b)  Reports on Form 8K.  Form 8-K, Item 5. Other Events, Dated September 30, 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/  Martyn A. Powell

October 17, 2003



Martyn A. Powell

Date

President, Director and Principal Financial Officer





































|INDEX TO EXHIBITS                                                                                                                                                                                                                | Page  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------
|Exhibit 31.1  Certification required by Rule 13a-14(a) or Rule 15d-14(a).

Exhibit 32.1  Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. | 11

12
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