<PAGE> 1


=================================================================
                  
                 SECURITIES AND EXCHANGE COMMISSION 
                      Washington, D. C.   20549 
                                                 
                                
                              FORM 10-Q
 
[ x ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 
          For the quarterly period ended September 30, 1997. 
 
[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934 
          For the transition period from:  
 
                   -------------------------------
                   Commission file number 333-3074
                   -------------------------------
 
                  TURTLEBACK MOUNTAIN GOLD CO., INC.
       (Exact name of Registrant as specified in its charter.) 
 
     ARIZONA                                 86-0790266
(State of other jurisdiction of         (IRS Employer
incorporation or organization)          Identification No.)
 
                        528 Fon du Lac Drive 
                    East Peoria, Illinois   61611
    (Address of principal executive offices including zip code.) 
 
                           (309) 699-8725 
      (Registrant's telephone number, including area code.)     
 
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days. 
 
                         YES  x         NO 
 
The number of shares outstanding of the Registrant's Common Stock,
$.00001 par value per share, at September 30, 1997 was 898,000,000
shares. 

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





<PAGE> 2

                               PART I 
 
ITEM 1.   FINANCIAL STATEMENTS. 

                  TURTLEBACK MOUNTAIN GOLD CO. INC.




                        FINANCIAL INFORMATION




                                                            PAGE 
     INDEX                                                  NUMBER


     Accountants' Report                                    F-1  

     Balance Sheet as September 30, 1997 and 
      December 31, 1996                                     F-2  

     Statement of Loss and accumulated deficit  
      for the period from inception (March 22, 1995)
      through September 30, 1997                            F-3  

     Statement of Changes in Stockholders' Equity
      for the period from inception (March 22, 1995)
      through September 30, 1997                            F-4  

     Statement of Cash Flows for the period from
      inception (March 22, 1995) through
      September 30, 1997                                    F-5  

     Notes to Financial Statements                          F6-F7


















<PAGE> 3




          REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Turtleback Mountain Gold Co., Inc.


We have audited the accompanying balance sheet of Turtleback Mountain
Gold Co., Inc. (A Development Stage Company) as of December 31, 1996,
and the related statements of operations, changes in stockholders'
equity and cash flows for the period ended December 31, 1996.  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 audit.

We conducted our audit in accordance with generally accepted auditing
standards.  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
Turtleback Mountain Gold Co., Inc. (A Development Stage Company) at
December 31, 1996, and the results of its operations, changes in
stockholders' equity and its cash flows for the period ended December
31, 1996, in conformity with generally accepted accounting
principles.

We have not audited the balance sheet as of September 30, 1997, or
the related statements of loss and accumulated deficit and cash flows
for the nine months ended September 30, 1997, and accordingly, do not
express an opinion or any other form of assurance on them.



                                   Robert Moe & Associates, P.S.
                                   Certified Public Accountants
Spokane, Washington
February 21, 1997





                                 F-1
<PAGE> 4
                  TURTLEBACK MOUNTAIN GOLD CO., INC.
                    (A Development Stage Company)
                            BALANCE SHEET
               September 30, 1997 and December 31, 1996

                               ASSETS

<TABLE>
<CAPTION>                               09-30-97
                                        (Unaudited)    1996  
<S>                                     <C>            <C>
CURRENT ASSETS
  Cash                                  $  1,767       $    3,536
   Accounts receivable
                                        --------        ---------
     Total current assets                  1,767            3,536

OTHER ASSETS
  Organization costs (net of $137
   amortization                              548             548
  Mining claims                           79,076          79,076
                                        --------       ---------
                                        $ 81,391       $  83,160
                                        ========       =========
     
                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                      $ 40,400       $ 11,000
                                        --------       --------
OTHER CURRENT LIABILITIES
  Baragan Mountain (accrued
  Royalty Fee)                            50,000              0
                                        --------       ---------
STOCKHOLDERS' EQUITY 
  Common stock - $.00001 par value,
   3,000,000,000 shares authorized,
    898,000,000 shares issued              8,980          8,980
  Preferred Stock - $.00001 par value,
   400,000,000 shares authorized, 0
   shares issued                              --             --

  Additional paid in capital              77,708         77,708
                                        --------       --------
                                          86,688         86,688
  Deficit accumulated during the 
   development stage                     (95,698)       (14,528)
                                        --------       --------
   Total Stockholders' Equity             (9,009)        72,160
                                        --------       --------
                                        $ 81,391       $ 83,160
                                        ========       ========
</TABLE>
            See accompanying notes to financial statements
                                 F-2
<PAGE> 5
                  TURTLEBACK MOUNTAIN GOLD CO., INC.
                    (A Development Stage Company)

              STATEMENT OF LOSS AND ACCUMULATED DEFICIT
            for the period from inception (March 22, 1995)
                      through September 30, 1997
<TABLE>
<CAPTION>
                                                              Cumulative
                                                              during 
                                                              development
                    Three          Nine                       stage from
                    Months         Months         Inception   inception
                    Ended          Ended          (3-22-95)   (3-22-95)
                    09-30-97       09-30-97       through     through
                    (Unaudited)    (Unaudited)    12-31-96    09-30-97
<S>                 <C>            <C>            <C>         <C>
INCOME              $     --       $      --      $     383   $     383

OPERATING EXPENSES    66,331          81,168         14,911      96,079
                    --------       ---------      ---------   ---------

NET INCOME (LOSS)   $(66,331)      $ (81,168)     $ (14,528)  $ (95,696)
                    ========       =========      =========   =========

NET INCOME PER 
  SHARE             $    NIL       $     NIL      $    NIL    $     NIL
                    ========       =========      ========    =========

</TABLE>

The Company is in the development stage and has not commenced
operations.





















            See accompanying notes to financial statements

                                 F-3

<PAGE> 6

                  TURTLEBACK MOUNTAIN GOLD CO., INC.
                    (A Development Stage Company)

                  STATEMENT OF STOCKHOLDERS' EQUITY
        March 22, 1995 (Inception) through September 30, 1997

<TABLE>
<CAPTION>
                                                       Additional    Retained
                                Common Stock           Paid-in       Earnings
                              Shares         Amount    Capital       (Deficit)
<S>                           <C>            <C>       <C>           <C>
BALANCE
  Inception March 22, 1995             --    $    --   $      --     $     --

ADD:
  Sale of 188,000,000 shares
  of common stock for
  $44,450 cash                188,000,000      1,880      42,570

  Sale of 310,000,000 shares
  of common stock for mining
  claims at a value of
  $13,000                     310,000,000      3,100       9,900
 
Net loss for the period                                               (10,094)
                              -----------    -------   ---------     --------

BALANCE, December 31, 1995    498,000,000      4,980      52,470      (10,094)

ADD:
  Sale of 400,000,000
  shares of common stock
  for mining claims at a
  value of $66,076            400,000,000      4,000     62,076

Deferred registration costs
  charged to paid-in-capital                            (36,838)

Net loss for 1996                                        (4,434)
                              -----------    -------   ---------     --------
Balance, December 31, 1996    898,000,000      8,980     77,708       (14,528)

Net loss for the nine 
 months ended September 30,
 1997 (Unaudited)                                                     (81,168)
                              -----------    -------   --------      --------
BALANCE, September 30, 1997
 (Unaudited)                  898,000,000    $ 8,980   $ 77,708      $(95,696)
                              ===========    =======   ========      ========

</TABLE>





            See accompanying notes to financial statements

                                 F-4

<PAGE> 7
                  TURTLEBACK MOUNTAIN GOLD CO., INC.
                    (A Development Stage Company)
                       STATEMENT OF CASH FLOWS
            for the period from inception (March 22, 1995)
                      through September 30, 1997
<TABLE>
<CAPTION>                                                         Cumulative
                                                                  during
                                                                  development
                             Three        Nine                    stage from
                             Months       Months       Inception  inception
                             Ended        Ended        (3-22-95)  (03-22-95)
                             09-30-97     09-30-97     through    through
                             (Unaudited)  (Unaudited)  12-31-96   09-30-97
<S>                          <C>          <C>          <C>        <C>  
CASH FLOWS PROVIDED (USED)
IN OPERATIONS
 Net loss for the period     $ (66,331)   $ (81,168)   $ (14,528) $ (95,696)
 Noncash expense included:
  Amortization of 
   organization costs                            --          137        137
  (Increase) decrease    
   in accounts receivable           --           --           --        --
 Increase in accounts payable   67,600       79,400       11,000    90,400
                              --------    ---------    --------- ---------
                                 1,269       (1,768)      (3,391)   (5,296)
                              --------    ---------    --------- ---------
CASH FLOWS PROVIDED (USED) IN      
INVESTING ACTIVITIES                --           --           --        --
                              --------    ---------    --------- ---------
CASH FLOWS PROVIDED (USED) IN      
FINANCING ACTIVITIES     
  Proceeds from sale of stock       --           --       44,450    44,450
  Payment of deferred registration      
   and organization costs           --           --      (37,523)  (37,523)
                              --------    ---------    --------- ---------
                                    --           --        6,927     6,927
                              --------    ---------    --------- ---------
NET INCREASE (DECREASE) 
  IN CASH                        1,269       (3,037)       3,536     1,768
          
CASH BEGINNING OF PERIOD           499        3,536           --        --
                              --------    ---------    --------- ---------
CASH END OF PERIOD            $  1,768    $   1,768    $   3,536 $   1,768
                              ========     ========    ========= =========
</TABLE>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the period for:
    Interest                  $    -0-  $   -0-   $    -0-  $     -0-
    Income taxes              $    -0-  $   -0-   $    -0-  $     -0-

SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES
     Mining claims were transferred to the Company during 1995, in exchange for
     310,000,000  shares of common stock and is reflected in the balance sheet
     at the transferor cost of $13,000.  The mining claims were appraised in 
     October 1986 for an amount that exceeds the value reflected in the balance 
     sheet by Marston & Marston, Inc. (engineers to the mining industry).  
     Mining claims were transferred to the Company during 1996 in exchange 
     for 400,000,000 shares of common stock and is reflected in the balance
     sheet at the transferor cost of $66,076.

            See accompanying notes to financial statements
                                 F-5
<PAGE> 8

                  TURTLEBACK MOUNTAIN GOLD CO., INC.
                    (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS



1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization:  The Turtleback Mountain Gold Co., Inc. was
incorporated on March 22, 1995, under the laws of the State of
Arizona. The Company has adopted a year ending on December 31.

The Company was organized to use the limited funding it obtained from
its original shareholders for organizational matters and preparation
of an offering.  The Company exchanged stock for mining claims.

Because of the speculative nature of the Company, there are
significant risks which are summarized as follows:

     Newly formed company with no operating history and minimal
     assets.

     Limited funds available for acquisition.

     Management is inexperienced and offers limited time commitment.

     Conflict-of-interest, as all employees have other part-time or
     full-time employment.

     The Company is considered to be in the development stage as
     defined in Statement of Financial Accounting Standards No. 7. 
     There have been no operations since incorporation.

Summary of Significant Accounting Principles:  Organization costs
will be amortized over sixty (60) months beginning January 1, 1996.

Mining claims transferred to the Company were recorded at the
transferor cost basis.

Mining claims are reviewed annually by management for continued
valuation or impairment.  Management will consider the estimated
undiscounted future cash flows and write off claims abandoned or
impaired.  Management elected to adopt Financial Accounting Standards
No. 121 effective  January 1, 1996.  The adoption did not impact the
financial statements at December 31, 1995.







                                 F-6
<PAGE> 9

                  TURTLEBACK MOUNTAIN GOLD CO., INC.
                    (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS


2.   STOCKHOLDERS' EQUITY

Incorporation shares:  Upon incorporation, the Company had a total of
498,000,000 shares subscribed.

Public stock offering:  On November 16, 1996, the Company issued four
hundred million (400,000,000) units in exchange for one hundred
twenty eight (128) mining claims located in La Paz, Maricopa, and
Yuma counties, Arizona.  Each Unit consists of one share of Common
Stock; one warrant to purchase one share of Common Stock at an
exercised price of $0.01 per warrant ("Class A Warrants"); and, one
warrant to purchase one share of Common Stock at an exercise price of
$0.02 per warrant ("Class B Warrants").  The Warrants may be redeemed
by the Company at any time upon thirty (30) days written notice to
the holders thereof at redemption price of $0.00001 per warrant.  The
Warrants are immediately detachable and separately tradable.  The
Warrants are exercisable  up to five (5) years from the effective
date of the offering unless called sooner.

3.   EMPLOYEES

     The Company currently has no full-time employees. 

4.   MINING CLAIMS

Eight mining claims were transferred to the Company on June 30, 1995
by "Quitclaim Deed" in exchange for 310,000,000 shares of common
stock.  The mining claims are reflected in the balance sheet at the
transferor cost of $13,000.  

One hundred twenty-eight mining claims were transferred to the
Company on November 16, 1996 by "Quitclaim Deed" in exchange for
400,000,000 shares of common stock.  The mining claims are reflected
in the balance sheet at the transferor cost of $66,076.

The Four (4) Red Raven II claims purchased from Maxam Gold
Corporation has a Royalty Fee clause attached to them.  The royalty
fee is Five (5) percent of the net income from operations on the
claims or $50,000.00 annually (which ever is greater) starting July
1, 1997.







                                 F-7
<PAGE> 10

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

     The Company is considered to be in the development stage as
defined in the Statement of Financial Accounting Standards No. 7. 
There have been no operations since incorporation.

Liquidity and Capital Resources

     The Company sold 498,000,000 shares of its Common Stock to
nineteen persons and two corporations for $44,450 in cash and
property.  The cash has been used for organizational matters.

     Eight mining claims were transferred to the Company on June 30,
1995 by "Quitclaim Deed" in exchange for 310,000,000 shares of common
stock.  The mining claims are reflected in the balance sheet at the
transferor cost of $13,000.

     One hundred twenty-eight mining claims were transferred to the
Company on November 16, 1996 by "Quitclaim Deed" in exchange for
400,000,000 shares of common stock.  The mining claims are reflected
in the balance sheet at the transferor cost of $66,076.

     The Company plans to hire a person to be the President and Chief
Executive Officer and to assume the normal duties of that position.
The President will be responsible for all reporting, budgeting,
planning and operations of the Company following the Board of
Directors' guidance and approval of the Plan of Operations and annual
budget.

     The Company plans on developing a program to evaluate the
mineral content of certain claims to determine the economic value of
the claim.  This will be done by a controlled plan of drilling and 
trenching for samples along with laboratory testing and assaying the
samples for content.  Estimated cost of this program is $690,320.00.

     The Company must obtain additional capital in order to fully
develop its claims.  The Company intends to raise additional capital
in the future through loans or the sale of common stock.  On August
1, 1997, the Company established a line of credit for one million
($1,000,000) dollars with Phoenix International Mining, Inc. (a
principle stockholder), with interest to be at one percent (1%) per
month of the outstanding balance.  The Company has no operating
history.










<PAGE> 11

                     PART II - OTHER INFORMATION

    
ITEM 1.   LEGAL PROCEEDINGS

     Response:  None


ITEM 2.   CHANGES IN SECURITIES

     Response:  None


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     Response:  None


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

     Response:  None

































<PAGE> 12


                             SIGNATURES  
  
     Pursuant to the requirements 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.  

     Dated this 12th day of November, 1997.   
  

                         TURTLEBACK MOUNTAIN GOLD CO., INC.
                         (the "Registrant")  
  
                         BY:  /s/ Dale L. Runyon,
                              Secretary/Treasurer, Chief Financial
                              Officer and, a member of the Board of
                              Director 
   





































<PAGE> 13
                          EXHIBIT INDEX 

Exhibit 
  No.                Description 
  
 27                  Financial Data Schedule