Edgar Filing: YAAK RIVER RESOURCES INC

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-12

YAAK RIVER RESOURCES, INC.
---------------------------------------
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14c-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Yaak River Resources, Inc.
423 Baybridge Drive
Sugarland, TX 77478
281-242-7656

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

MAY 27, 2004

Dear Shareholder:

We cordially invite you to attend Yaak River Resources, Inc.'s Special
Meeting of Shareholders at 9:00 A.M. on June _______, 2004, at
_____________________________________, Lakewood, CO at which meeting you may be
present. If you choose not to attend, you may send your ballot appointing Robert
Pike to vote as your ballot directs. The President's Notice of Meeting and the
accompanying Proxy describe the business of the Special Meeting of Shareholders.

The enclosed Proxy statement is being furnished to shareholders of record
on _________________, 2004 of Yaak River Resources, Inc. ("YAAK"), a Colorado
corporation, in connection with the following proposals.

YOU ARE NOT REQUIRED TO SEND US A PROXY BUT YOUR PROXY IS REQUESTED

The holders of a majority of the issued and outstanding shares entitled to
vote have indicated that they intend to vote in favor of these proposals.

1. To change the Company's name to a name to be determined by the
Board of Directors.

2. To authorize a reverse split of the Company's common stock on a
one for sixty-eight basis.

Sincerely,

/s/ Blaize N. Kaduru
-------------------------
Blaize N. Kaduru, President

-----------

WE ARE ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO SEND US A PROXY.

-----------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14A PROMULGATED THERETO

YAAK RIVER RESOURCES, INC.

SPECIAL MEETING OF SHAREHOLDERS
MAY 27, 2004

This Proxy Statement is being furnished to Shareholders of Yaak River
Resources, Inc. ("YAAK") in connection with the Special Meeting of Shareholders
(the "Meeting") to be held on June _____, 2004 and at any adjournments thereof
(the "Meeting"). The Meeting will be held at _______________________, Lakewood,
CO, at 9:00 A.M.

This Proxy Statement is first being mailed or given to Shareholders on or
about ________________, 2004.

We are a Colorado corporation. We are a full-reporting 1934 Act company,
with our common stock quoted on the Over the Counter Bulletin Board (OTCBB).
Information about us can be found in our December 31, 2003 Annual Report filed
on Form 10-KSB. Additional information about us can be found in our public
filings that can be accessed electronically by means of the SEC's home page on
the Internet at http://www.sec.gov, or at other Internet sites such as
http://www.freeedgar.com, as well as by such other means from the offices of the
SEC.

WE ARE ASKING YOU FOR A PROXY
YOU ARE REQUESTED TO SEND US A PROXY

We are soliciting proxies because the holders of more than 63% percent of
the shares entitled to vote have indicated that they intend to vote in favor of
these proposals. In light of the size of the holdings of these shareholders, the
current Board and management of the Company deems the likelihood of a favorable
vote on the proposals sufficient. You may mark and send the proxy attached
hereto to record your vote.

COSTS OF PROXY STATEMENT

We will pay the cost of preparing and sending out this proxy statement. It
will be sent to most shareholders via regular mail. A few will receive it by
personal delivery or facsimile.

VOTING

SHAREHOLDERS ENTITLED TO VOTE

Holders of record of common stock, at the close of business on the date of
mailing this proxy statement will be entitled to vote at the Special Meeting. As
of this date, __________________, 2004, 67,308,857 shares of common stock were
issued and outstanding. Each shareholder is entitled to one vote for each share
of common stock held by such shareholder. We have only the single class of
stock, namely our common stock.

QUORUM AND VOTE NECESSARY FOR APPORVALS.

One third of all shares entitled to vote constitutes a quorum to take the
actions proposed. A majority of shares present and voting is sufficient to
approve the proposal for a reverse and name change Amendments to the Articles
split if the quorum is present. The holders of 63% percent of the shares
entitled to vote have indicated that they intend to vote their 43,361,582 shares
in favor of these proposals in person or by proxy.

PROXIES

In voting their Common Stock, stockholders may vote in favor of or against
the proposal to approve the proposals on the agenda or may abstain from voting.
Stockholders should specify their choice on the accompanying proxy card. All
properly executed proxy cards delivered pursuant to this solicitation and not
revoked will be voted at the Meeting in accordance with the directions given. If
no specific instruction are given with regard to the matter to be voted upon,
then the shares represented by a signed proxy card will be voted "FOR" the
approval of the Amendment and in the discretion of such proxies to any other
procedural matters which may properly come before the Meeting or any
adjournments thereof. All proxies delivered pursuant to this solicitation are
revocable at any time before they are voted at the option of the persons
executing them by (i) giving written notice to the Secretary of the Company,
(ii) by delivering a later dated proxy card, or (iii) by voting in person at the
Meeting. All written notices of revocation and other communications with respect
to revocations of proxies should be addressed to Robert Pike, Secretary, Yaak
River Resources, Inc., 423 Baybridge Drive, Sugarland, TX 77478.

IF THEY WISH TO VOTE, HOLDERS OF COMMON STOCK ARE REQUIRED TO COMPLETE,
DATE, AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO THE COMPANY
IN THE ACCOMPANYING ENVELOPE.

The person named as proxy is Robert Pike, a director of the Company.

In addition to the solicitation of proxies by mail, the Company, through
its directors, officers, and employees, may solicit proxies from stockholders
personally or by telephone or other forms of communication. The Company will not
reimburse anyone for reasonable out-of-pocket costs and expenses incurred in the
solicitation of proxies. The Company also will request brokerage houses,
nominees, fiduciaries, and other custodians to forward soliciting materials to
beneficial owners, and the Company will reimburse such persons for their
reasonable expenses incurred in doing so. All expenses incurred in connection
with the solicitation of proxies will be borne by the Company.

INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON

No officer or director or principal shareholder has a substantial or
material interest in the favorable action on these proposals.

PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION AND
CHANGES IN CORPORATE CAPITALIZATION
--------------------------------------------------------------------------------
Proposal 1: To Authorize a change of the corporate name, to a new name in
the discretion of the Board of Directors.

--------------------------------------------------------------------------------

Proposal 1:

We are asking shareholders to authorize a change in the name of this
corporation to a new name in the discretion of the Board of Directors. This
requires an amendment to our Articles of Incorporation.

We believe that the name change in our Articles of Incorporation are in the
best interest of our corporation, to create a name which is not related to a
defunct business attempt in numerals area.

Proposal 2:

PROPOSED REVERSE SPLIT OF COMMON STOCK ISSUED AND OUTSTANDING

--------------------------------------------------------------------------------
Proposal 2: To Authorize a reverse split of the common stock on a one for 68
basis, by which each 68 shares shall become one share. Fractional shares will be
issued.
--------------------------------------------------------------------------------

We are asking shareholders to approval a pro-rata reverse split of our
common stock, by which each twenty shares would become one share. We will issue
fractional shares. The effective date of the reverse split will be ten days
following the date of the meeting.

We believe the recent per share price of the common stock has had a
negative effect on the marketability of the existing shares, the amount and
percentage of transaction costs paid by individual stockholders, and the
potential ability of the Company to raise capital by issuing new shares.

We believe that reverse split will be advantageous to us and to all
shareholders, because it may provide the opportunity for higher share prices
based upon fewer shares. It is also a factor that most brokerage houses do not
permit or favor lower-priced stocks to be used as collateral for margin
accounts. Certain polices and practices of the securities industry may tent to
discourage individual brokers within those firms from dealing in lower-priced
stocks. Some of those polices and practices involve time-consuming procedures
that make the handling of lower priced stocks economically unattractive. The
brokerage commissions on the purchase or sale of lower priced stocks may also
represent a higher percentage of the price than the brokerage commission on
higher priced stocks.

As a general rule, potential investors who might consider making
investments in our company will refuse to do so when the company has a large
number of shares issued and outstanding with no equity. In other words, the
"dilution" which new investors would suffer would discourage them from
investing, as general rule of experience. A reduction in the total outstanding
shares may, without any assurance, make our capitalization structure more
attractive.

While our acceptability for ultimate listing on one of the NASDAQ markets
is presently remote, we believe that it is in the interests of our company to
adjust our capital structure in the direction of conformity with the NASDAQ
structural requirements. At the current date, even with the proposed changes we
would not meet NASDAQ criteria. NASDAQ requirements change constantly. There is
no assurance that the proposed changes with meet NASDAQ requirements when, and
if, we are otherwise qualified. There is no assurance that we will qualify for
NASDAQ.

Once the reverse split has occurred, the Company may then be better
structured to seek equity financing, because investors shy away from the very
high dilution which would occur if an investment were made in the current
structure.

TABLE SHOWING EFFECT OF REVERSE SPLIT ONE FOR 68

Shares Pre-Reverse Post Reverse shares
--------------------------------------------------------------------------------
100 1.47
200 2.94
300 4.41
400 5.88
500 7.35
1000 14.7
2000 29.4
3000 44.1
4000 58.8
5000 73.5
10,000 147
20,000 294.1
50,000 735.3
100,000 1,470.58

There is no assurance that any effect of the price of our stock will
result, or that the market price for our common stock, immediately or shortly
after the proposed changes, if approved, will rise, or that any rise which may
occur will be sustained. Market conditions obey their own changes in investor
attitudes and external conditions. We are proposing the steps we deem best
calculation to meet the market attractively. We cannot control the markets
reaction.

Dissenting shareholders have no appraisal rights under Colorado law or
pursuant to our constituent documents of incorporation or bylaws, in connection
with the proposed reverse split.

Fractional Shares. Colorado Statutes provide that a corporation may:

(a) Issue fractions of a share or pay in cash the value of fractions of a
share;

(b) Arrange for disposition of fractional shares by the shareholders.

It further provides the holder of a fractional share is entitled to
exercise the rights of a shareholder, including the right to vote, to receive
dividends, and to participate in the assets of the corporation upon liquidation.
The Company has no present intent to pay fractional shareholders the value nor
to arrange any disposition of fractional shares.

Effectively, there is no market for fractional shares in the OTCBB market
or the "Pink Sheets" market where the Company may currently be traded. An owner
of fractional shares must consider them illiquid and unmarketable.

The reverse stock split may leave certain stockholders with one or more
"odd lots" of new common stock, i.e., stock in amounts of less than 100 shares.
These odd lots may be more difficult to sell or require greater transaction cost
per share to sell than shares in even multiples of 100. There are frequently
situations where transaction costs for odd lots in penny stocks exceed the net
proceeds realized from a sale of the odd lot, effectively rendering the odd lot
valueless to the holder.

SPECIAL MEETING OF SHAREHOLDERS

At the date of this proxy statement, no other matter will presented for
action at the special meeting. Only those matters proposed as discussed will be
voted on at the meeting. Shareholders may propose matters to be presented at
shareholder meetings and also nominate directors. Shareholder proposals must
conform to the standards set out by the Securities Exchange Commission and must
be received at our principal offices on or before, November 30, 2003, in order
to be included in future proxy materials, if any, or presentation at our next
annual meeting of shareholders, anticipated in early March, 2004.

VOTING SECURITIES AND BENEFICIAL OWNERSHIP

As of the call date of the meeting, ____________, 2004, the total number of
common shares outstanding and entitled to vote was 67,308,857.

The holders of such shares are entitled to one vote for each share being
held on the record date. There is no cumulative voting on any matter on the
agenda of this meeting. No additional shares will be issued subsequent to call
date and prior to meeting.

REPORT AVAILABLE

Shareholders may obtain a copy of our most current annual report and later
filings without charge, by writing us at 423 Baybridge Drive, Sugarland, TX
77478.

BIOGRAPHICAL INFORMATION

NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------

Blaize N. Kaduru 53 President, Secretary and
Treasurer and a Director
since December 18, 2002

Robert Pike 74 Vice President and a Director
since December 21, 1999

BLAIZE N. KADURU. Mr. Kaduru is an Adjunct Professor, teaching economics
and business related college courses at Wharton Junior College in Sugarland,
Texas, since January 2003. Previously, he was Executive Vice President of
Business Development for Wireless Communications Technology, Inc., a spin-off
of Prodigy Communications Inc. in Houston, Texas.

ROBERT PIKE. Mr. Pike has been Vice President and a Director of the
Company since December 21, 1999. Mr. Pike is a retired banker. For more than
the past five years, he has been an investor. Also for more than the past five
years, Mr. Pike has been President and sole owner of Bob Pike Associates, Inc.,
a real estate consulting and inspection firm, based in Englewood, Colorado, that
serves financial institutions.

Management will devote part time to the operations of the Company, and
any time spent will be devoted to screening and assessing and, if warranted,
negotiating to acquire business opportunities.

Executive Compensation
-----------------------

The Company accrued $0 compensation to the executive officers as a
group for services rendered to the Company in all capacities during the 2003
fiscal year. No one executive officer received, or has accrued for his benefit,
in excess of $60,000 for the year. No cash bonuses were or are to be paid to
such persons.

The Company does not have any employee incentive stock option plans.

There are no plans pursuant to which cash or non-cash compensation was
paid or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.

SUMMARY COMPENSATION TABLE OF EXECUTIVES
Cash Compensation Security Grants
----------------------------------------------------------------------------------------------------------
Name and Year Salary Bonus Annual Restricted Securities Long Term LTIP All Other
Principal Compensation Stock Underlying Compensation/ Payments Other
Compensation /Other($) Awards Options/ Options
Position SARs(#)
(SHARES)
----------------------------------------------------------------------------------------------------------

Blaize N. 2001 0 0 0 0 0 0 0 0
Kaduru, 2002 0 0 0 0 0 0 0 0
President, 2003 0 0 0 0 0 0 0 0
Secretary,
Treasurer
----------------------------------------------------------------------------------------------------------
Robert Pike, 2001 0 0 0 0 0 0 0 0
Vice Pres- 2002 0 0 0 0 0 0 0 0
ident 2003 0 0 0 0 0 0 0 0
----------------------------------------------------------------------------------------------------------
Officers as 2001 0 0 0 0 0 0 0 0
A Group 2002 0 0 0 0 0 0 0 0
2003 0 0 0 0 0 0 0 0
----------------------------------------------------------------------------------------------------------

(b) Directors' Compensation

Directors who are also officers of Yaak River Resources, Inc. receive no
cash compensation for services as a director. However, the directors will be
reimbursed for out-of-pocket expenses incurred in connection with attendance at
board and committee meetings. The Company has granted options to directors under
its Stock Incentive Plan subsequently adopted.

SUMMARY COMPENSATION TABLE OF DIRECTORS
(To December 31, 2003)
Cash Compensation Security Grants
----------------------------------------------------------------------------------------------------------

Name and Year Annual Meeting Consulting Number Securities LTIP All Other
Principal retainer Fees ($) Fees/Other of Underlying Payments Compensation
Position Fees ($) Fees($) Shares (#) Options/SARs(#)
(SHARES)
----------------------------------------------------------------------------------------------------------
Blaize N. 2001 0 0 0 0 0 0 0
Kaduru, 2002 0 0 0 0 0 0 0
Director 2003 0 0 0 0 0 0 0
----------------------------------------------------------------------------------------------------------
Robert Pike, 2001 0 0 0 0 0 0 0
Director 2002 0 0 0 0 0 0 0
2003 0 0 0 0 0 0 0
----------------------------------------------------------------------------------------------------------
Directors as a 2001 0 0 0 0 0 0 0
group 2002 0 0 0 0 0 0 0
2003 0 0 0 0 0 0 0
----------------------------------------------------------------------------------------------------------

There have been no Option/SAR grants or exercises in the last fiscal
year reportable under Reg. S-B, 402(c) or (d).

(d) Stock purchase options: None

Option/SAR Grants Table (None)

Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)

Long Term Incentive Plans - Awards in Last Fiscal Year (None)

No officer or director has received any other remuneration in the two
year period prior to the filing of this registration statement. There is no
current plan in existence, to pay or accrue compensation to its officers and
directors for services related to seeking business opportunities and completing
a merger or acquisition transaction. See "Certain Relationships and Related
Transactions." The Company has no stock option, retirement, pension, or
profit-sharing programs for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future.

Option/SAR Grants Table

Name Number of Securities % of Total Exercise Expiration
Underlying Options/SARs or Price Date
Options/SARs Granted to Employees ($/Sh)
Granted (#) in Fiscal Year
--------------------------------------------------------------------------------------------------------------------
None 0 0 0 0

Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR value

Name Shares Value Number of Securities Value of Unexercised
Acquired Realized Underlying In the Money
on ($) Unexercised Options/SARs at FY-
Exercise Options/SARs at FY- End ($) Exercisable/
(#) End (#) Exercisable/ Unexercisable
Unexercisable
---------------------------------------------------------------------------------------------------------------------
None 0 0 0 0

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:

The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Company's common stock as of May
31, 2004 by (i) each person who is known by the Company to own beneficially more
than 5% of the Company's common stock, (ii) each of the Company's directors and
executive officers, and (iii) all officers and directors of the Company as a
group. Except as otherwise listed below, the address of each person is c/o Yaak
River Resources, Inc., 423 Baybridge Drive, Sugarland, TX 77478.

Name and Address of Number of Shares Percentage
Beneficial Owner Owned Beneficially of Class

Eric Sunsvold 6,694,605 9.9%
423 Baybridge Drive
Sugarland, TX 77478

Donald J. Smith 31,661,977(1) 47.0%
2501 E. Third St.
Casper, WY 82609

Robert Pike 680,000 1.0%
6396 E. Fair Avenue
Englewood, CO 80111

Blaize N. Kaduru 0 0%
423 Baybridge Drive
Sugarland, TX 77478

Darrell Benjamin 4,325,000 6.4%
6658 S. Starlight Rd.
Morrison, CO 80465

All officers and directors 32,341,977 48.0%
as a group (two persons)

(1) The figure shown includes 10,000 shares held in the name of Suvo
Corp. Mr. Smith is the owner of Suvo Corp.

The Company currently has 67,308,857 shares issued and outstanding.

Notes to the table:

Unless otherwise indicated, the persons named in the table have sole voting
and investment power with respect to all shares of common stock shown as
beneficially owned by them.

COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT

Under Section 16 of the Securities Exchange Act 1934, the Company's
directors and executive officers and persons holding more than 10% of its common
stock are required to report their initial ownership of common stock and
subsequent changes to that ownership to the Securities and Exchange Commission
by specified due dates. To the Company's knowledge all of these filing
requirements were satisfied.

OTHER AND GENERAL INFORMATION.

Our Annual Report on Form 10-KSB, for the year ended December 31, 2003,
including audited financial statements as of that date, is available from us on
request. Further information is available by request or can be accessed on the
Internet. We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files annual and quarterly reports, proxy statements and other
information with the Securities Exchange Commission (the "SEC"). Reports, proxy
statements and other information filed by GTMR can be accessed electronically by
means of the SEC's home page on the Internet at http://www.sec.gov or at other
Internet sites such as http://www.freeedgar.com or http://www.pinksheets.com.

You can read and copy any materials that we file with the SEC at the SEC'S
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. A copy
of any public filing is also available, at no charge, from the Company.

YAAK RIVER RESOURCES, INC.

Dated: May 27, 2004

By the order of the Board of Directors

/s/ Blaize N. Kaduru
-----------------------
Blaize N. Kaduru, President

BALLOT

--------------------------------------------------------------------------------

Yaak River Resources, Inc.
423 Baybridge Drive
Sugarland, TX 77478
281-242-7656

PROXY FOR SPECIAL MEETING OF
STOCKHOLDERS, JUNE _______, 2004

The undersigned hereby appoints Robert Pike proxy, with full power of
substitution, for and in the name or names of the undersigned, to vote all
shares of Common Stock of Yaak River Resources, Inc. held of record by the
undersigned at the Special Meeting of Stockholders to be held on June _______,
2004, at 9:00 a.m., at __________________________, Lakewood, CO, and at any
adjournment thereof, upon the matters described in the accompanying Notice of
Special Meeting and Proxy Statement, receipt of which is hereby acknowledged,
and upon any other business that may properly come before, and matters incident
to the conduct of, the meeting or any adjournment thereof. Said person is
directed to vote on the matters described in the Notice of Special Meeting and
Proxy Statement as follows, and otherwise in their discretion upon such other
business as may properly come before, and matters incident to the conduct of,
the meeting and any adjournment thereof.

1. To change the name of the corporation to a name to be determined by the Board
of Directors.

[_] FOR [_] AGAINST [_] ABSTAIN

2. To authorize a reverse split of the common stock on a one for sixty-eight
basis, by which each sixty-eight shares shall become one share. Fractional
shares will be issued.

[_] FOR [_] AGAINST [_] ABSTAIN

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU MAY SIGN AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL
BE VOTED "FOR" THE STATED PROPOSALS.

----------------------------------------
Signature of Stockholder

----------------------------------------
Signature if held jointly

Dated: __________________________, 2004

IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.