<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 June 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            NO x
 
The number of shares outstanding of the Registrant's Common Stock, $0.00001
par value per share, at June 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 June 30, 1997 and 
     December 31, 1996                              F-2  

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

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

    Statement of Cash Flows for the period from
     inception (March 22, 1995) through
     June 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 June 30, 1997, or the
related statements of loss and accumulated deficit and cash flows for
the six months ended June 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
                 June 30, 1997 and December 31, 1996

                                ASSETS
<TABLE>
<CAPTION>
                                06-30-97
                                (Unaudited)     1996  
<S>                             <C>             <C>
CURRENT ASSETS
  Cash                          $    499        $   3,536
   Accounts receivable
                                --------        ---------
    Total current assets             499            3,536

OTHER ASSETS
  Organization costs (net of $137
   amortization                      548              548
  Mining claims                   79,076           79,076
                                --------        ---------
                                $ 80,123        $  83,160
                                ========        =========
    
                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable              $ 22,800        $ 11,000
                                --------        --------
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             (29,365)        (14,528)
                                --------        --------
   Total Stockholders' Equity     57,323          72,160
                                --------        --------
                                $ 79,965        $ 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 June 30, 1997
<TABLE>
<CAPTION>
                                                        Cumulative
                                                        during 
                                                        development
                    Three       Six                     stage from
                    Months      Months      Inception   inception
                    Ended       Ended       (3-22-95)   (3-22-95)
                    06-30-97    06-30-97    through     through
                    (Unaudited) (Unaudited) 12-31-96    06-30-97
<S>                 <C>         <C>         <C>         <C>
INCOME              $     --    $      --   $     383   $     383

OPERATING EXPENSES     7,495       14,837      14,911      22,406
                    --------    ---------   ---------   ---------

NET INCOME (LOSS)   $ (7,495)   $ (14,837)  $ (14,528)  $ (22,023)
                    ========    =========   =========   =========

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 June 30, 1997

<TABLE>
<CAPTION>

                                                Additional  Retained
                                Common Stock    Paid-in     Earnings
                            Shares      Amount  Capital     (Deficit)
<S>                         <S>         <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 six 
 months ended June 30,
 1997 (Unaudited)                                                (14,837)
                                ----------- ------- --------    --------
BALANCE, June 30, 1997
 (Unaudited)                    898,000,000 $ 8,980 $ 77,708    $(29,365)
                                =========== ======= ========    ========

</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 June 30, 1997

<TABLE>
<CAPTION>
                                                                    Cumulative
                                                                    during
                                                                    development
                                Three       Six                     stage from
                                Months      Months      Inception   inception
                                Ended       Ended       (3-22-95)   (03-22-95)
                                06-31-97    06-30-97    through     through
                                (Unaudited) (Unaudited) 12-31-96    06-30-97
<S>                             <C>         <C>         <C>         <C> 
CASH FLOWS PROVIDED (USED)
IN OPERATIONS
 Net loss for the period        $ (7,495)   $ (14,837)  $ (14,528)  $ (29,365)
 Noncash expense included:
  Amortization of 
   organization costs                              --         137         137
  (Increase) decrease   
   in accounts receivable                          --          --          --
 Increase in accounts payable     7,500        11,800      11,000      22,800
                               --------      --------   ---------   ---------
                                    158        (3,037)     (3,391)     (6,428)
                               --------      --------   ---------   ---------
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                          158         (3,195)      3,536         499
        
CASH BEGINNING OF PERIOD           341          3,536          --          --
                              --------       --------   ---------   ---------
CASH END OF PERIOD            $    499       $    499   $   3,536   $     499
                              ========       ========   =========   =========

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

</TABLE>

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 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.  There is no assurance that the
Company will be able to raise such additional capital.  The Company has no
operating history.
































<PAGE> 11

                         PART II - OTHER INFORMATION

    
ITEM 1. LEGAL PROCEEDINGS

    Response:  See notes to consolidated financial statements.


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 14th day of August, 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