YELLOW GOLD OF CRIPPLE CREEK INC
10KSB/A, 1998-10-15
GOLD AND SILVER ORES
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Page                        UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                            Form 10-KSB/A

(Mark One)
     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACTO OF 1934 [FEE REQUIRED]

     For the fiscal year ended May 31, 1998

     [   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934  [NO FEE REQUIRED]

     For the transition period from ________ to __________

          Commission File Number:  0-9015

                  YELLOW GOLD OF CRIPPLE CREEK, INC.
          (Exact name of Registrant as specified in charter)

     Colorado                                84-0768695     
State or other jurisdiction of               I.R.S. Employer I.D. No.
incorporation or organization

57 West 200 South, Suite 310, Salt Lake City, Utah          84101   
  
(Address of principal executive offices)               (Zip Code)

Issuer's telephone number, including area code:  (801) 359-9309

  ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's common stock is quoted on the Electronic Bulletin
Board under the symbol "YGCC."  There is presently no established
public trading market for the common stock of the Company, and there
has been no significant trading volume since the Company ceased its
principal business activities.  At August 31, 1998, the bid price
for the Company's common stock was $.01.

     The table below sets forth for the periods indicated the high
and low bid quotations as reported on the Internet.  These
quotations reflect inter-dealer prices, without retail mark-up,
mark-down, or commissions and may not necessarily represent actual
transactions.  The first bid quotation was reported by a market
maker in November 1996.

                                     Quarter     High           Low
Fiscal Year Ended May 31, 1997         First       --            --
                                      Second    $.001         $.001
                                       Third     $.01         $.001
                                      Fourth     $.01          $.01

Fiscal Year Ended May 31, 1998         First     $.01          $.01
                                      Second     $.01          $.01
                                       Third     $.01          $.01
                                      Fourth     $.01          $.01

Fiscal Year Ending May 31, 1999        First     $.01          $.01

     Since its inception the Company has not paid any dividends on
its common stock and the Company does not anticipate that it will
pay dividends in the foreseeable future.

     At September 4, 1998, the Company had approximately 1,036
shareholders of record as reported by the Company's transfer agent. 
The transfer agent for the Company is OTC Stock Transfer, Inc., 231
East 2100 South, Salt Lake City, Utah 84115, with a mailing address
of P.O. Box 65665, Salt Lake City, Utah 84165; telephone number
(801) 485-5555.

     On March 30, 1998, the Company issued 2,015,500 post-reverse
split shares of its common stock to Kip Eardley, an officer and a
director of the Company at such time, for settlement of a debt owed
by the Company to Mr. Eardley in the amount of $20,155 owed by the
Company for cash advances to the Company.  The debt was assigned to
Mr. Eardley by Milagro Holdings, Inc., a company controlled by Mr.
Howard Oveson, an officer and director of the Company at the time of
the transaction.  At such time the shares issued to Mr. Eardley
represented approximately 80.44% of the outstanding common stock of
the Company.  The shares were issued without registration under the
Securities Act of 1933, as amended, by reason of the exemption from
registration afforded by the provisions of Section 4(2) thereof, as
a transaction by an issuer not involving any public offering, the
recipient of the securities having delivered appropriate investment
representations to the Company with respect thereto and having
consented to the imposition of restrictive legends upon the
certificates evidencing such securities.  No underwriting discounts
or commissions were paid in connection with such issuance.

                              SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this amended report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                   Yellow Gold of Cripple Creek, Inc.

Date: October 7, 1998                   By David Shroff, President


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