UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
(Mark  One)

[X]   ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF  1934

      For the fiscal year ended December 31, 2001

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT  OF  1934
      For  the  transition  period          to

                        Commission file number 000-33109

                     MISSOURI RIVER AND GOLD GEM CORPORATION
                 (Name of small business issuer in its charter)

          Montana                                           81-0444479
(State or other jurisdiction of                        (IRS Employer Id. No.)
 incorporation or organization)


2024  105th  PL.  S.E.,  Everett,  WA                              98208
(Address  of  principal  executive  offices)                    (Zip  code)

         Issuer's telephone number, including area code:  (425) 337-7778

         Securities registered under Section 12(b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                     Common Stock, par value $.001 per share

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 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   ( )

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained  in this form and no disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy   or  information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.  [   ]

The  registrant's  revenues  for  its  most  recent  fiscal  year  were  $0.

The  aggregate  market  value  of  the  voting  and  non-voting  stock  held  by
non-affiliates  of  the  registrant,  based  on the average bid and ask price on
February  22,  2002,  as reported by the Over the Counter Electronic Pink Sheets
was  $392,388.

At  February  22,  2002,  the registrant had 4,938,115 outstanding shares of par
value  $.001  common  stock.





<page>
                       MISSOURI RIVER AND GOLD GEM CORPORATION
                                    FORM 10KSB
                       For the year ended December 31, 2001

TABLE  OF  CONTENTS

                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS                                        3


ITEM  2.     DESCRIPTION  OF  PROPERTIES                                      6


ITEM  3.     LEGAL  PROCEEDINGS                                               6

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE OF SECURITY HOLDERS         6

                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
             MATTERS                                                          7

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF
             OPERATIONS                                                       7

ITEM  7.     FINANCIAL  STATEMENTS                                            9

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
             ACCOUNTING  AND  FINANCIAL  DISCLOSURE                           19

                                    PART III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL
             PERSONS, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
             ACT                                                              19

ITEM  10.    EXECUTIVE  COMPENSATION                                          19

ITEM  11.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
             MANAGEMENT                                                       20

ITEM  12.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS               21

ITEM  13.    EXHIBITS  AND  REPORTS  ON  FORM  8-K                            21

SIGNATURES                                                                    22















<page>
                       MISSOURI RIVER AND GOLD GEM CORPORATION
                                    FORM 10KSB
                       For the year ended December 31, 2001

                                      PART  I

ITEM  1.  DESCRIPTION  OF  BUSINESS

GENERAL

Matters  discussed  in  this document may constitute forward-looking statements.
The  Private  Securities  Litigation  Reform  Act  of  1995 provides safe harbor
protections  for  forward-looking  statements in order to encourage companies to
provide  prospective   information  about   their  businesses.   Forward-looking
statements  include  statements concerning plans, objectives, goals, strategies,
future  events  or performance, and underlying assumptions and other statements,
which  are  other  than  statements  of  historical  facts.

Missouri  River  and  Gold Gem Corporation desires to take advantage of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 and is
including  this  cautionary  statement  in  connection  with  this  safe  harbor
legislation.  This  document and any other written or oral statements made by us
or  on  our  behalf  may  include  forward-looking statements, which reflect our
current  views  with  respect  to  future events and financial performance.  The
words  "believe,"  "expect,"  "anticipate,"  "intends," "estimates," "forecast,"
"project"  and  similar  expressions  identify  forward-looking  statements.

The  forward-looking  statements  in  this  document   are  based  upon  various
assumptions,  many  of  which  are  based,  in  turn,  upon further assumptions,
including  without  limitation,  management's discussion and analysis or plan of
operations  and  elsewhere  in  this  report.  Although  we  believe  that these
assumptions  were  reasonable  when made, these statements are not guarantees of
future  performance  and  are  subject to certain risks, uncertainties and other
factors,  some  of  which  are  beyond our control, are difficult to predict and
could  cause  actual  results  to  differ  materially  from  those  expressed or
forecasted  in  the  forward-looking  statements.   Readers are cautioned not to
place  undue  reliance  on  these  forward-looking statements, which reflect our
management's  view  only  as  of  the  date  of  this  report.

HISTORY

The  Company  was  originally incorporated as McGinnis-Powell & Sons, Inc. under
the  laws  of  the  State  of Montana on July 29, 1983.  The name was changed to
Missouri  River  Gold  and  Gem Corp. in September of 1984.  In 1985 the Company
conducted  a  public  offering  of  its  common stock pursuant to a Regulation A
exemption  from  registration under the Securities Act of 1933.  Proceeds of the
offering  were used to acquire equipment and search for commercial quantities of
quality  gemstones and gold along six thousand feet of the Missouri River, which
was  leased from the State of Montana.  No commercial quantities of gold or gems
were  found.

In  August  1986,  the Company acquired 100% (100,000 shares) of the outstanding
Common  Stock  of American Dental Manufacturing, Inc., a California corporation,
in  exchange for 2,350,492 shares of Common Stock of Missouri River Gold and Gem
Corp.  Just  prior  to this acquisition, the shareholders of Missouri River Gold
and Gem Corp. approved a one for twenty reverse stock split and changed the name
of the Company to American Dental Products Corporation.  Thus, after the reverse
stock  split  and  acquisition,  there was a total of 2,938,115 shares of Common
Stock  outstanding.  On  June  12,1990, the Company name was changed to Missouri
River  and  Gold  Gem  Corporation  (The  "Company"  or, the "Registrant").  The
Company  has  had  no  active  operations  since  that  time.

<page>
                       MISSOURI RIVER AND GOLD GEM CORPORATION
                                    FORM 10KSB
                       For the year ended December 31, 2001

In  June  2000,  the  Company's   Board  of   Directors   decided  to   commence
implementation  of the business purpose and to proceed with filing a Form 10-SB.
As  such, the Company can be defined as a "shell" company, whose sole purpose at
this  time  is  to  locate and consummate a merger or acquisition with a private
entity.  The  proposed business activities described herein classify the Company
as  a  "blank  check"  company.  Many  states  have  enacted statutes, rules and
regulations  limiting the sale of securities of "blank check" companies in their
respective  jurisdictions.

RISK  FACTORS

The  Company's  business  is  subject  to  numerous  risk factors, including the
following:

Independent  Certified  Public  Accountants'  Opinion  -  Going  Concern
------------------------------------------------------------------------

The  Company's  financial  statements  for the years ended December 31, 2001 and
2000,  were  audited  by the Company's independent certified public accountants,
whose  report  includes  an  explanatory  paragraph  stating  that the financial
statements  have  been  prepared  assuming  the Company will continue as a going
concern  and  that the Company has incurred significant operating losses and has
stockholders'  and  working  capital  deficiencies  that raise substantial doubt
about  its  ability  to  continue  as  a  going  concern.

No  Revenue  and  Minimal  Assets
---------------------------------

The Company has had no revenues or earnings from operations.  The Company has no
significant assets or financial resources.  The Company will, in all likelihood,
sustain  operating  expenses  without corresponding revenues, at least until the
consummation  of a business combination.  This may result in our incurring a net
operating  loss  which  will  increase  continuously  until  we can consummate a
business  combination  with  a  profitable  business  opportunity.  There  is no
assurance that we can identify such a business opportunity and consummate such a
business  combination.

Speculative  Nature  of  Company's  Proposed  Operations
--------------------------------------------------------

The  success of the Company's proposed plan of operation will depend, to a great
extent,  on the operations, financial condition and management of the identified
business  opportunity.  While  management  intends to seek business combinations
with  entities having established operating histories, there can be no assurance
that  the  Company  will  be  successful  in  locating  candidates  meeting such
criteria.  In  the  event  that the Company completes a business combination, of
which there can be no assurance, the success of operations may be dependent upon
management  of  the  successor  firm  or venture partner firm and numerous other
factors  beyond  the  Company's  control.









<page>
                       MISSOURI RIVER AND GOLD GEM CORPORATION
                                    FORM 10KSB
                       For the year ended December 31, 2001

Scarcity  of  and  Competition  for  Business  Opportunities  and  Combinations
-------------------------------------------------------------------------------

The  Company  is  and  will  continue  to be an insignificant participant in the
business  of seeking mergers with, joint ventures with and acquisitions of small
private  entities.  A  large  number  of established and well-financed entities,
including  venture  capital  firms,  are  active  in mergers and acquisitions of
companies  which  may  be  desirable  target candidates for us.  Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial  capabilities than Missouri River and, consequently, the Company will
be  at a competitive disadvantage in identifying possible business opportunities
and  successfully completing a business combination.  Moreover, the Company will
also  compete  in  seeking  merger or acquisition candidates with numerous other
small  public  companies.

Continued  Management  Control,  Limited  Time  Availability
------------------------------------------------------------

While  seeking  a  business  combination,  management anticipates devoting up to
twenty  hours per month to the business of the Company.   The Company's officers
have not entered into written employment agreements with the Company and are not
expected  to  do so in the foreseeable future.  The Company has not obtained key
man  life  insurance  on  any of its officers or directors.  Notwithstanding the
combined  limited  experience  and  time  commitment  of management, loss of the
services  of  any of these individuals would adversely affect development of the
Company's  business  and  its  likelihood  of  continuing  operations.

Conflicts  of  Interest  -  General
-----------------------------------

The  Company's  officers  and  directors  participate in other business ventures
which  compete  directly with the Company.  Additional conflicts of interest and
non-arms  length  transactions  may  also  arise  in the future in the event the
Company's  officers or directors are involved in the management of any firm with
which  the  Company  transacts  business.

Lack  of  Market  Research  or  Marketing  Organization
-------------------------------------------------------

The Company has neither conducted, nor have others made available to it, results
of  market  research  indicating  that market demand exists for the transactions
contemplated  by  the  Company.  Even  in  the  event demand is identified for a
merger  or  acquisition  contemplated  by the Company, there is no assurance the
Company  will  be  successful  in  completing  any  such  business  combination.

Probable  Change  in  Control  and  Management
----------------------------------------------

A  business  combination  involving the issuance of the Company's stock will, in
all  likelihood,  result  in  shareholders  of  a  private  company  obtaining a
controlling  interest  in  the  Company.  The resulting change in control of the
Company  will  likely  result  in  removal  of  one or more present officers and
directors  of  the  Company  and  a corresponding reduction in or elimination of
their  participation  in  the  future  affairs  of  the  Company.




<page>
                       MISSOURI RIVER AND GOLD GEM CORPORATION
                                    FORM 10KSB
                       For the year ended December 31, 2001

Reduction  of  Percentage  Share  Ownership  Following  Business  Combination
-----------------------------------------------------------------------------

The  Company's  primary  plan  of operation is based upon a business combination
with  a  private  concern  which, in all likelihood, would result in the Company
issuing  securities  to  shareholders  of such private company.  The issuance of
previously  authorized  and unissued common stock of the Company would result in
reduction  in percentage of shares owned by present and prospective shareholders
of the Company and would most likely result in a change in control or management
of  the  Company.

Requirement  of  Audited  Financial  Statements  May  Disqualify  Business
--------------------------------------------------------------------------
Opportunities
-------------

Management  of the Company believes that any potential business opportunity must
provide  audited  financial statements for review, and for the protection of all
parties  to  the   business  combination.   One  or  more  attractive   business
opportunities  may  choose  to  forego the possibility of a business combination
with  the  Company,  rather  than  incur  the expenses associated with preparing
audited  financial  statements.

Employees
---------

The Company has no paid employees.  None of the Company's executive officers are
employed  by  the  Company.  Management  services are provided on an "as needed"
basis  without  compensation,  generally  less  than  five  hours per week.  The
Company  has  no  oral  or  written  contracts  for  services with any member of
management.

There  is  no   preliminary  agreement  or   understanding  existing   or  under
contemplation by the Company (or any person acting on its behalf) concerning any
aspect  of the Company's operations pursuant to which any person would be hired,
compensated  or  paid  a  finder's  fee.

ITEM  2.  DESCRIPTION  OF  PROPERTIES

The  Company  has no properties.  The Company presently operates out of the home
office  of  its  President, Martyn A. Powell.  The office space is provided rent
free  to  the  Company

ITEM  3.  LEGAL  PROCEEDINGS

None

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

None








<page>
                       MISSOURI RIVER AND GOLD GEM CORPORATION
                                    FORM 10KSB
                       For the year ended December 31, 2001

PART  II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

The  Company's  common  stock  is listed on the Over the Counter Electronic Pink
Sheets  and  is traded under the symbol, "MRGG."  The following table sets forth
the  range  of  high  and low closing sale prices for the Company's common stock
Such  over-the-counter  market  quotations  reflect inter-dealer prices, without
retail  mark-ups,  mark-downs  or  commissions  and  may  not  represent  actual
transactions.

                            2000                      2001
                    ---------------------     ---------------------
                      High          Low         High          Low
                    --------     --------     --------     --------
First  Quarter      Unpriced     Unpriced     Unpriced     Unpriced
Second  Quarter     Unpriced     Unpriced       .05          .05
Third  Quarter      Unpriced     Unpriced       .10          .10
Fourth  Quarter     Unpriced     Unpriced       .15          .15

The approximate number of record holders of common stock at February 22, 2002 is
360.

No  dividends  have  been  paid  or declared by the Company during the last five
years;  and the Company does not anticipate paying dividends on its common stock
in  the foreseeable future.  Instead, the Company expects to retain its earnings
for  the  operation  and  expansion  of  its  business.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS

GENERAL

Certain  matters discussed are forward-looking statements that involve risks and
uncertainties  including   changing  market   conditions   and  the   regulatory
environment  and  other  risks.  Actual results may differ materially from those
projected.  These forward-looking statements represent the Company's judgment as
of  the  date  of  this  filing.  The  Company disclaims, however, any intent or
obligation  to  update  these  forward-looking  statements.

PLAN  OF  OPERATIONS

The  Company's  purpose  is  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 an
Exchange Act registered corporation.  The primary method the Company will use to
find  potential  merger  or acquisition candidates will be to run classified ads
seeking  companies, which are looking to merge with a public shell.  The Company
has  no recurring revenue from operating activities and plans to fund its future
operations  through  additional sales of its common stock, although there can be
no  assurances  the  Company  will  be  able  to continue sell its common stock.

Management  of the Company, while not especially experienced in matters relating
to  the  new business of the Company, will rely primarily upon their own efforts
to  accomplish the business purposes of the Company.  It is not anticipated that
any  outside consultants or advisors, other than the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its business purposes
described  herein

<page>
                       MISSOURI RIVER AND GOLD GEM CORPORATION
                                    FORM 10KSB
                       For the year ended December 31, 2001

RECENT  ACCOUNTING  PRONOUNCEMENTS

In  July  2001,  the FASB issued Statement of Financial Accounting Standards No.
141,  "Business  Combinations" (SFAS 142") and Statement of Financial Accounting
Standard No. 142, "Goodwill and Other Intangible Assets" (SFAS "142").  SFAS 141
requires all business combinations to be accounted for using the purchase method
of  accounting  and  is  effective for all business combinations initiated after
June  30,  2001.  SFAS  142  requires goodwill to be tested for impairment under
certain  circumstances,  and  written  off  when  impaired,  rather  than  being
amortized  as  previous  standards  required.  SFAS  142 is effective for fiscal
years  and  written  off  when impaired, rather than being amortized as previous
standards  required.  SFAS  142  is  effective  for fiscal years beginning after
December  15,  2001.  Early  application  is  permitted for entities with fiscal
years  beginning  after  March  15,  2001 provided that the first interim period
financial  statements have not been previously issued.  The adoption of SFAS 141
and  SFAS  142  will  not  have  a  material  effect on our operating results or
financial  condition.















              [The remainder of this page intentionally left blank]

























<page>
                    MISSOURI RIVER AND GOLD GEM CORPORATION
                                    FORM 10KSB
                       For the year ended December 31, 2001

ITEM  7.     FINANCIAL  STATEMENTS

REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

Board  of  Directors
Missouri  River  and  Gold  Gem  Corporation

We  have  audited the accompanying balance sheets of Missouri River and Gold Gem
Corporation  ("the  Company")  as of December 31, 2001 and 2000, and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
years  then  ended.  These  financial  statements  are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial position of Missouri River and Gold Gem
Corporation  as of December 31, 2001 and 2000, and the results of its operations
and  its  cash  flows  for  the  years  then  ended, in conformity with auditing
standards  generally  accepted  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
financial  statements,  the  Company's  operating losses raise substantial doubt
about  its  ability to continue as a going concern.  The financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

DeCoria,  Maichel  &  Teague  P.S.

/s/  DeCoria,  Maichel  &  Teague  P.S.

Spokane,  Washington
January  28,  2002















<page>
                       MISSOURI RIVER AND GOLD GEM CORPORATION
                                    FORM 10KSB
                       For the year ended December 31, 2001


                        MISSOURI RIVER AND GOLD GEM CORP
                                TABLE OF CONTENTS



                                      Page

Balance  Sheets,  December  31,  2001  and  2000                              11

Statements  of  Operations for the years ended December 31, 2001 and 2000     12

Statements  of  Changes  in  Stockholders'  Equity  (Deficit)
for  the  years  ended  December  31,  2001  and  2000                        13

Statements  of  Cash Flows for the years ended December 31, 2001 and 2000     14

Notes  to  Financial  Statements                                           15-18








































<page>
MISSOURI  RIVER  AND  GOLD  GEM  CORPORATION
BALANCE  SHEETS
December  31,  2001  and  2000



                                     ASSETS

                                                 2001            2000
                                            --------------  --------------
Current  assets:
     Cash                                   $      67,137   $       5,185
     Accrued  interest  receivable                   165
                                            --------------  --------------

          Total  assets                     $      67,302   $       5,185
                                            ==============  ==============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current  liabilities:
     Advances  payable  to  officer                         $       3,072
     Note  payable  to  officer                                     5,200
     Accrued  interest  payable                                       285
                                            --------------  --------------

          Total  liabilities                                        8,557
                                            --------------  --------------

Stockholders'  equity  (deficit):
     Common  stock,  $0.001  par  value;
          50,000,000 shares authorized;
          4,938,115 and 2,938,115 shares
          issued and outstanding                    4,938           2,938
     Additional  paid-in  capital                 638,433         540,433
     Note receivable for stock purchase           (5,000)
     Accumulated  deficit                       (571,069)        (546,743)
                                            --------------  --------------

     Total stockholders' equity (deficit)          67,302          (3,372)
                                            --------------  --------------

     Total liabilities and
     stockholders' equity (deficit)         $      67,302   $       5,185
                                            ==============  ==============














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

<page>
MISSOURI  RIVER  AND  GOLD  GEM  CORPORATION
STATEMENTS  OF  OPERATIONS
For  the  years  ended  December  31,  2001  and  2000




                                                 2001            2000
                                            --------------  --------------

Operating  expenses:
     General  and  administrative  expenses        25,378             463
                                            --------------  --------------

                                                   25,378             463
                                            --------------  --------------

Other  expenses  (income):
     Interest  expense                                199             285
     Interest  income                              (1,251)            (28)
                                            --------------  --------------
                                                   (1,052)            257
                                            --------------  --------------

Net  loss                                   $      24,326   $         720
                                            ==============  ==============


Net  loss  per  share-basic                 $         Nil   $         Nil
                                            ==============  ==============


Weighted  average  common
shares  outstanding-basic                       4,137,019       2,938,115
                                            ==============  ==============

























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

<page>
MISSOURI  RIVER  AND  GOLD  GEM  CORPORATION
STATEMENTS  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY  (DEFICIT)
For  the  years  ended  December  31,  2001  and  2000

<table>
                                                   NOTE
               COMMON  STOCK           ADDITIONAL  RECEIVABLE  ACCUM-
               ----------------------  PAID-IN     FOR STOCK     ULATED
               SHARES      AMOUNT      CAPITAL     PURCHASE    DEFICIT     TOTALS
               ----------  ----------  ----------  ----------  ----------  ----------

            <c>         <c>         <c>         <c>         <c>         <c>
Balance,
Dec. 31, 1999   2,938,115  $   2,938   $ 540,433               $(546,023)  $  (2,652)

Net  loss                                                           (720)       (720)
               ----------  ----------  ----------  ----------  ----------  ----------
Balance,
Dec. 31, 2000   2,938,115      2,938     540,433                (546,743)     (3,372)

Net  loss                                                        (24,326)    (24,326)

Sale of Common
  Stock         2,000,000      2,00 0     98,000   $  (5,000)                 95,000
               ----------  ----------  ----------  ----------  ----------  ----------

Balance,
Dec. 31, 2001   4,938,115  $   4,938   $ 638,433   $  (5,000)  $(571,069)  $  67,302
               ==========  ==========  ==========  ==========  ==========  ==========
</table>































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

<page>
MISSOURI  RIVER  AND  GOLD  GEM  CORPORATION
STATEMENTS  OF  CASH  FLOWS
For  the  years  ended  December  31,  2001  and  2000


                                                 2001            2000
                                            --------------  --------------

Cash  flows  from  operating  activities:
     Net  loss                              $     (24,326)  $        (720)
     Adjustments to reconcile net loss
       to net cash  used  by operating
       activities:

     Change  in:
          Accrued  interest  receivable              (165)
          Advances  from  officer                  (3,072)            420
          Accrued  interest  payable                 (285)            285
                                            --------------  --------------

     Net cash used by operating activities        (27,848)            (15)
                                            --------------  --------------

Cash  flows from financing activities:
     Proceeds from  sale of common stock           95,000
     Proceeds from  note payable to officer                         5,200
     Payments on notes payable to officer          (5,200)
                                            --------------  --------------
Net cash provided by financing activities          89,800           5,200
                                            --------------  --------------

Net  change  in  cash                              61,952           5,185

Cash,  beginning  of  year                          5,185               0
                                            --------------  --------------


Cash,  end  of  year                        $      67,137   $       5,185
                                            ==============  ==============



Supplemental  cash  flows  disclosure:
     Cash  paid  for  interest             $         484
                                           --------------

Non-cash  financing  activities:
     Note receivable for stock purchase    $       5,000
                                           --------------











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

<page>
MISSOURI  RIVER  AND  GOLD  GEM  CORPORATION
NOTES  TO  FINANCIAL  STATEMENTS

1.     ORGANIZATION  AND  DESCRIPTION  OF  BUSINESS

Missouri River and Gold Gem Corporation (the "Company") is a Montana corporation
originally  incorporated  as McGinnis-Powell and Sons, Inc. in 1983, and renamed
"Missouri  River  Gold  and  Gem Corporation" in 1984. The Company was formed to
explore  for  and  mine gold and gem stones on a leased property in the State of
Montana.  The  Company was unsuccessful in its exploration and mining activities
and  abandoned  its  leasehold  mining interest. Since 1990 the Company has been
substantively  inactive.

During  1990  the  Company  changed  its  name  to  Missouri  River and Gold Gem
Corporation,  and began efforts to favorably position itself to seek alternative
business  opportunities.  During  1999,  the  Company  reinstated  its corporate
charter  in  the  State  of  Montana.

The  Company  has incurred operating losses since its inception. The Company has
no recurring source of revenue and has an accumulated deficit.  These conditions
raise  substantial  doubt  as  to  the  Company's ability to continue as a going
concern.

Management's  plans  for  the  continuation  of  the  Company as a going concern
include  financing  the  Company's  operations through sales of its unregistered
common  stock and the eventual acquisition of an entity with profitable business
operations. There are no assurances, however, with respect to the future success
of  these  plans. The financial statements do not contain any adjustments, which
might  be  necessary,  if  the Company is unable to continue as a going concern.

Unless  otherwise  indicated,  amounts  provided in these notes to the financial
statements  pertain  to  continuing  operations.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Use  of  Estimates
------------------

The  preparation  of  the  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  amounts reported in the financial statements and
accompanying  notes.  Actual  results  could  differ  from  those  estimates.

Income  Taxes
-------------

Income taxes are recognized in accordance with Statement of Financial Accounting
Standards  No.  109,  "Accounting for Income Taxes," whereby deferred income tax
liabilities  or  assets  at  the end of each period are determined using the tax
rate  expected  to be in effect when the taxes are actually paid or recovered. A
valuation  allowance is recognized on deferred tax assets when it is more likely
than  not  that  some  or all of these deferred tax assets will not be realized.










<page>
MISSOURI  RIVER  AND  GOLD  GEM  CORPORATION
NOTES  TO  FINANCIAL  STATEMENTS,  CONTINUED:

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:

Loss  per  Share
----------------

Basic  loss  per  share  is determined in accordance with Statement of Financial
Accounting  Standards  No. 128, "Earnings Per Share." Net loss per share amounts
are  based  on  the  weighted  average number of common stock shares outstanding
during  each  period.

New  Accounting  Pronouncements
-------------------------------

In  June  1998,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting Standards No. 133, ("SFAS 133") "Accounting for Derivative
Instruments  and  Hedging  Activities."  The  Statement  requires the Company to
recognize  all derivatives on the balance sheet at fair value. In June 2000, the
Financial  Accounting  Standards  Board issued Statement of Financial Accounting
Standards No. 138, an amendment to SFAS 133.  The Statement delays the effective
date  for  implementation  of  SFAS 133 to fiscal years beginning after June 15,
2000.  The  Company  held  no  derivatives  in  2000 and believes that SFAS 133,
effective  January 1, 2001, will not materially impact its financial position or
results  of  operations.

In  June  2001,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 141, "Business Combinations," and No. 142,
"Goodwill  and  Other  Intangible  Assets," collectively, the Statements.  These
Statements drastically change the accounting for business combinations, goodwill
and  intangible  assets.  Companies are required to adopt Statement 142 in their
fiscal year beginning after December 15, 2001.  The Company anticipates that the
adoption  of  these  Statements will not have a material affect on its financial
statements.

Fair  Value  of  Financial  Instruments
---------------------------------------

The  carrying  amounts of financial instruments including cash, accrued interest
receivable,  accounts payable, and advances payable to stockholders approximated
fair  value  as  of  December  31,  2001  and  2000.

Environmental  Matters
----------------------

In  prior years the Company had an interest on a leased property in the State of
Montana  for  purposes  of  developing commercial mineral and gem deposits.  The
Company  and  its properties have been subject to a variety of federal and state
regulations  governing  land  use  and  environmental  matters.  The  Company's
management  believes  it  has  been  in  substantial  compliance  with  all such
regulations,  and  is  unaware  of  any pending action or proceeding relating to
regulatory  matters  that  would  affect  the financial position of the Company.









<page>
MISSOURI  RIVER  AND  GOLD  GEM  CORPORATION
NOTES  TO  FINANCIAL  STATEMENTS,  CONTINUED:

3.     ADVANCES  PAYABLE  TO  OFFICER

At  December  31, 2000, the Company had advances payable to Martyn A. Powell, an
officer, director and shareholder of the Company, totaling $3,072.  The advances
were  payable  on  demand, did not accrue interest, and were paid in full during
May  of  2001.

4.     NOTE  PAYABLE  TO  OFFICER

At  December  31,  2000,  the Company had a note payable to Martyn A. Powell, an
officer,  director  and shareholder of the Company, of $5,200.  The terms of the
note  required  the  Company to repay the entire outstanding balance of the note
along  with  accrued  interest  at a rate of 10% per annum on or before June 14,
2001.  At  December  31,  2000, $285 of accrued interest on the note payable was
outstanding.  In  May  of 2001, the Company repaid the note and accrued interest
in  full.

5.     INCOME  TAXES

At  December  31,  2001,  the  Company  had federal tax-basis net operating loss
carryforwards  totaling  approximately  $24,000, which will expire in 2021.  The
deferred  tax  asset  associated  with  these  operating  loss  carryforwards is
approximately  $8,000  for  the year ended December 31, 2001, and has been fully
reserved  for  each  of  the years then ended, as management believes it is more
likely  than  not  that  the  deferred  tax  asset  will  not  be  utilized.

6.     STOCKHOLDERS'  EQUITY  (DEFICIT)

In  1985,  the  Company  financed  its operations through sales of shares of its
common  stock  pursuant  to  an  offering  exempt  from securities registration.
Subsequent  to  the  offering,  the  Company's  stock was listed by the Over The
Counter  Pink Sheets Quotation Media. For the past several years minimal trading
activity  has  taken  place  in  the  Company's  stock.

Sale  of  Common  Stock
-----------------------

In  May  of  2001,  the  Company's  board  of  directors resolved to offer up to
2,000,000  shares  of  its  common  stock,  in  a  private placement, to certain
accredited investors in the State of Washington.  The offering, which was exempt
from  registration  under  the  Securities  Act  of 1933 ("the Act") pursuant to
Section  4(2)  of the Act and Rule 506 of Regulation D, resulted in the issue of
2,000,000  shares  of  the  Company's  stock  for  $0.05 per share, or $100,000.
















<page>
MISSOURI  RIVER  AND  GOLD  GEM  CORPORATION
NOTES  TO  FINANCIAL  STATEMENTS,  CONTINUED:

6.     STOCKHOLDERS'  EQUITY  (DEFICIT),  CONTINUED:

Note  Receivable  for  Stock  Sale
----------------------------------

In  connection with the private placement of the Company's common stock, 100,000
shares  were sold to the Company's attorney in exchange for a note receivable of
$5,000.  The  note  was  executed  on  June 15, 2001, accrues interest at 6% per
annum  and  is payable on demand.  At December 31, 2001, the Company had accrued
$165  of  interest  receivable  relating  to  the  note.

7.     RELATED  PARTY  TRANSACTIONS

In addition to the transactions described in notes 3 and 4, the Company has been
furnished  with  certain unreimbursed management, administrative, accounting and
consulting  services  by various related parties, which are not reflected in the
financial  statements  and  not  material  to  the  financial  statements.

During 2001, the Company sold 500,000 shares of its unregistered common stock to
current  officers  and directors of the Company for $25,000, or $0.05 per share.
In  addition,  during  2001, the Company sold 200,000 shares of its unregistered
common stock to former officers and directors of the Company and their immediate
family  members  for  $10,000,  or  $0.05 per share.  Both of the aforementioned
sales  were  pursuant  to a private placement of the Company's common stock that
was  exempt  from  registration  (See  Note  6).


































<page>
                       MISSOURI RIVER AND GOLD GEM CORPORATION
                                    FORM 10KSB
                       For the year ended December 31, 2001

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

None.

                                    PART  III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS,
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Identification  of  Directors  and  Executive  Officers  are  as  follows:

                                AFFILIATION
NAME                     AGE    WITH REGISTRANT        EXPIRATION OF TERM
----------------------  -----  ----------------------  -------------------
Martyn  A.  Powell        49     President, Director      Annual meeting
John  A.  Powell          70     Secretary,  Director     Annual meeting

             BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS

Martyn  A.  Powell- Mr. Powell was appointed to office in 1999.  For the past 11
years,  Mr.  Powell  has been employed as a realtor in the greater Seattle area.
Mr.  Powell is also an executive officer and director of Quad Metals Corporation
and  Aberdeen  Idaho  Mining  Company,  both  of  which  are  public  companies.

John  A.  Powell- Mr. Powell is a retired building contractor and founder of the
Company.  John  A.  Powell  and  Martyn  A  Powell  are  father  and  son.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
directors, executive officers and holders of 10% or more of the Company's common
stock file reports of ownership and changes in ownership with the Securities and
Exchange Commission.  Officers, directors and stockholders holding more than 10%
of  the  Company's  common  stock  are required by the regulation to furnish the
Company  with copies of all Section 16(a) forms they have filed.  To the best of
the  Company's  knowledge,  all  required  reports  have  been  filed.


ITEM  10.  EXECUTIVE  COMPENSATION

No  officer  receives  any  compensation  for  services rendered to the Company.
Directors  receive  no  annual compensation nor attendance fees for servicing in
such  capacity.














<page>
                       MISSOURI RIVER AND GOLD GEM CORPORATION
                                    FORM 10KSB
                       For the year ended December 31, 2001

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

A  person  who  directly  or indirectly has shares or voting power or investment
power  with  respect  to  a  security  is  considered  a beneficial owner of the
security.  Voting  power is the power to vote or direct the voting of shares and
investment power is the power to dispose of or direct the disposition of shares.
Shares  as  to  which voting power or investment power may be acquired within 60
days  are  also  considered  as  beneficially  owned.

The  following  tables  set  forth certain information, as of February 22, 2002,
regarding  beneficial ownership of the Company's stock by (1) each person who is
known  to  the  Company  to  own  beneficially  more than 5% of any class of the
Company's  voting  stock,  and  (2)  (a)  each director and each nominee for the
election  as  a director of the Company, (b) each executive officer named in the
Summary  Compensation  Table  set forth above, and (c) all current directors and
current  executive  officers  of  the  Company  as  a  group.

The  information on beneficial ownership in the table and the  footnotes thereto
is  based upon the Company's records and, in the case of holders of more than 5%
of  the  Company's stock, the most recent Schedule 13D or 13F filed by each such
person  or  entity  and  information  supplied  to the Company by such person or
entity.  Unless  otherwise indicated, to the Company's knowledge each person has
sole  voting  power  and sole investment power with respect to the shares shown.

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS

As of the close of business on February 22, 2002, based on information available
to the Company, the following persons own beneficially more than 5% of any class
of the outstanding voting securities of Missouri River and Gold Gem Corporation.

                NAME AND ADDRESS OF       AMOUNT AND NATURE OF   PERCENT OF
TITLE OF CLASS  BENEFICIAL OWNER          BENEFICIAL  OWNERSHIP  CLASS
--------------  ------------------------  ---------------------  -----------

Common  stock   Jerry  McGinnis                 327,246             6.8%
                1025  S.  Windrose  Dr.
                Coupeville,  WA  98239

Common  stock   Carol  Dunne                    300,000             6.1%
                5105  Sunward  Drive
                Spokane,  WA  99223

















<page>
                       MISSOURI RIVER AND GOLD GEM CORPORATION
                                    FORM 10KSB
                       For the year ended December 31, 2001

SECURITY  OWNERSHIP  OF  MANAGEMENT  AS  OF  FEBRUARY  22,  2002

                NAME AND ADDRESS OF       AMOUNT AND NATURE OF   PERCENT OF
TITLE OF CLASS  BENEFICIAL OWNER          BENEFICIAL  OWNERSHIP  CLASS (1)
--------------  ------------------------  ---------------------  -----------

Common  stock   Martyn  A.  Powell             1,317,358             26.7%
                2024-105th PL SE
                Everett, WA 98208

Common  stock   John  A.  Powell                 377,591              7.6%
                2023 W. Taryn CT.
                Spokane, WA 99208

Common  stock   All Directors and
                executive
                officers  as  a  group         1,694,949             34.3%

(1)     Percent  of ownership is based upon 4,938,115 shares of common stock and
common  stock  equivalents  outstanding  at  February  22,  2002.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

See  notes  3,  4,  6  and  7  to  the  financial  statements.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

No.           Exhibit
----------    -------

(3)(i)(a)     Articles  of  Incorporation  as  previously  filed  on  form 10-SB
(3)(i)(b)     Articles of Amendment dated September 17, 1984 as previously filed
              on  form  10-SB
(3)(i)(c)     Restated  Articles  of  Incorporation  dated  8/7/86 as previously
              filed  on  form  10-SB
(3)(i)(d)     Certificate  of  Amendment to Articles dated 5/26/90 as previously
              filed  on  form  10-SB
(3)(ii)       By  Laws  as  previously  filed  on  form  10-SB

During  the  fourth  quarter  of  2001,  no  reports  were  filed  on  Form 8-K.


















<page>
                       MISSOURI RIVER AND GOLD GEM CORPORATION
                                    FORM 10KSB
                       For the year ended December 31, 2001

                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(b) of the Securities 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
                                --------------------
                                Martyn A. Powell
                (President, Director and Chief Financial Officer)
                                 March 25, 2002


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
  has been signed below by the following persons on behalf of the Registrant and
                  in the capacities and on the dates indicated.


                             By:/s/ Martyn A. Powell
                                --------------------
                                Martyn A. Powell
                (Director, President and Chief Financial Officer)
                                 March 25, 2002




                              By:/s/ John A. Powell
                                 ------------------
                                 John A. Powell
                            (Director and Secretary)
                                 March 25, 2002