<PAGE> 1


=================================================================
                  
                 SECURITIES AND EXCHANGE COMMISSION 
                      Washington, D. C.   20549 
                                                 
                                
                             FORM 10-Q\A
 
[ x ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 
          For the quarterly period ended March 31, 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, no
par value per share, at April 10, 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 March 31, 1997 and 
      December 31, 1996                                     F-2  

     Statement of Loss and accumulated deficit  
      for the period from inception (March 22, 1995)
      through March 31, 1997                                F-3  

     Statement of Changes in Stockholders' Equity
      for the period from inception (March 22, 1995)
      through March 31, 1997                                F-4  

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

                                ASSETS

<TABLE>
<CAPTION>
                              03-31-97
                              (Unaudited)      1996  
<S>                           <C>            <C>
CURRENT ASSETS
  Cash                        $    341       $   3,536
   Accounts receivable
                              --------       ---------
     Total current assets          341            3,536

OTHER ASSETS
  Organization costs (net of $137
   amortization                    548             548
  Mining claims                 79,076          79,076
                              --------       ---------
                              $ 79,965       $  83,160
                              ========       =========
     
                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable            $ 15,300       $ 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           (22,023)       (14,528)
                              --------       --------
   Total Stockholders' Equity   64,665          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 March 31, 1997

<TABLE>
<CAPTION>
                                                       Cumulative
                                                       during 
                                                       development
                         Three                         stage from
                         Months         Inception      inception
                         Ended          (03-22-95)     (03-22-95)
                         03-31-97       through        through
                         (Unaudited)    12-31-96       03-31-97
<S>                      <C>            <C>            <C>
INCOME                   $     --       $     383      $     383

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

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

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



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

</TABLE>
















            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 March 31, 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 three
 months ended March 31,
 1997 (Unaudited)                                                    (7,495)
                              -----------    -------   --------    --------
BALANCE, March 31, 1997
 (Unaudited)                  898,000,000    $ 8,980   $ 77,708    $(22,023)
                              ===========    =======   ========    ========

</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 March 31, 1997

<TABLE>
<CAPTION>
                                                       Cumulative
                                                       during
                                                       development
                              Three                    stage from
                              Months         Inception inception
                              Ended          (3-22-95) (03-22-95)
                              03-31-97       through   through
                              (Unaudited)    12-31-96  03-31-97
<S>                           <C>            <C>       <C>
CASH FLOWS PROVIDED (USED)
IN OPERATIONS
 Net loss for the period      $ (7,495)      $(14,528) $ (22,023)
 Noncash expense included:
  Amortization of 
   organization costs               --            137        137
  (Increase) decrease    
   in accounts receivable           --             --         --
 Increase in accounts payable    4,300         11,000     15,300
                              --------       --------  ---------
                                (3,195)        (3,391)    (6,586)
                              --------       --------  ---------
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                       (3,195)         3,536        341
          
CASH BEGINNING OF PERIOD         3,536            --          --
                              --------       -------   ---------
CASH END OF PERIOD            $    341       $ 3,536   $     341
                              ========       =======   =========

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

     The Company's office will be located at 528 Fon du Lac Drive, East
     Perioa, Illinois 61611.

     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


                           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 25th 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