UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB/A





xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedSeptember 30, 2005



 ̈TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______



Commission file number 333-85414



BULLION RIVER GOLD CORP.

(Exact name of small business issuer as specified in its charter)





|                                                                                                |           
|----------------------------------------------------------------------------------------------- | ----------
|Nevada                                                                                          | 98-0377992
|(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.



2325 Airmotive Way, Suite 325, Reno, Nevada  89502



(Address of principal executive offices)





(775) 324-4881

(Issuers telephone number)



N/A

(Former name, former address and former fiscal year, if changed since last report)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ̈ No x



State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date.



Common Stock - $0.001 par value -  48,840,375 shares issued and outstanding as of March 1, 2006.



Transitional Small Business Disclosure Format:  Yes  ̈

No x











PART I  FINANCIAL INFORMATION

Item 1.   Financial Statements.

BULLION RIVER GOLD CORP.

(An Exploration Stage Company)



CONSOLIDATED FINANCIAL STATEMENTS



As at September 30, 2004 and December 31, 2003

and for the three and nine month periods ended September 30, 2004 and 2003

and for the period June 29, 2001 (date of inception) to September 30, 2004



UNAUDITED





|                                                                                                                                            |                                     |              |  |            
|------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------- | ------------ |  | -----------
|Bullion River Gold Corp.
(An Exploration Stage Company)
Consolidated Balance Sheet
As of September 30, 2005 and December 31, 2004
Unaudited
|                                                                                                                                            |                                     |              |  |            
|                                                                                                                                            |                                     | September 30 |  | December 31
|                                                                                                                                            |                                     | 2005         |  | 2004       
|ASSETS                                                                                                                                      |                                     |              |  |            
|Current assets:                                                                                                                             |                                     |              | 
|Cash                                                                                                                                        |                                     | 22,717       |  | 273,331    
|Prepaids                                                                                                                                    |                                     | 82,319       |  | 89,266     
|Inventory                                                                                                                                   |                                     | 51,486       |  | 0          
|Other Current                                                                                                                               |                                     | 28           |  | 0          
|                                                                                                                                            | Total Current Assets                | 156,551      |  | 362,596    
|                                                                                                                                            |                                     |              |  |            
|Fixed Assets:                                                                                                                               |                                     |              | 
|Fixed Assets                                                                                                                                |                                     | 338,113      |  | 109,615    
|Less accumulated depreciation                                                                                                               |                                     | (68,426)     |  | (13,050)   
|                                                                                                                                            | Total Fixed Assets                  | 269,687      |  | 96,566     
|                                                                                                                                            |                                     |              |  |            
|Other assets:                                                                                                                               |                                     |              | 
|Deposits                                                                                                                                    |                                     | 167,397      |  | 0          
|                                                                                                                                            | Total Other                         | 167,397      |  | 0          
|                                                                                                                                            |                                     |              |  |            
|                                                                                                                                            | Total Assets                        | 593,635      |  | 459,162    
|                                                                                                                                            |                                     |              |  |            
|                                                                                                                                            | LIABILITY AND SHAREHOLDER'S DEFICIT |              | 
|Current liabilities:                                                                                                                        |                                     |              | 
|Accounts payable and accruals                                                                                                               |                                     | 905,563      |  | 524,062    
|Other current liabilities                                                                                                                   |                                     | 55,381       |  | 0          
|Loans from related parties                                                                                                                  |                                     | 784,304      |  | 0          
|Loan payable                                                                                                                                |                                     | 140,000      |  | 100,000    
|                                                                                                                                            | Total Liabilities                   | 1,885,248    |  | 624,062    
|                                                                                                                                            |                                     |              |  |            
|Shareholder's Deficit:                                                                                                                      |                                     |              | 
|Share Capital                                                                                                                               |                                     |              |  |            
|Authorized 200,000,000 common shares, $0.001 par value                                                                                      |                                     |              |  |            
|Issued and outstanding 32,965,851, and 28,444,004 common shares.                                                                            |                                     | 33,022       |  | 28,444     
|Additional paid in Capital                                                                                                                  |                                     | 6,104,259    |  | 2,918,591  
|Foreign Exchange Adjustments                                                                                                                |                                     | (1,213)      |  | (1,186)    
|Deficit accumulated during the exploration stage                                                                                            |                                     | (7,427,680)  |  | (3,110,749)
|                                                                                                                                            | Total Shareholder's Deficit         | (1,291,612)  |  | (164,900)  
|                                                                                                                                            |                                     |              |  |            
|                                                                                                                                            |                                     |              |  |            
|Total Liabilities & Equity (Deficit)                                                                                                        |                                     | 593,635      |  | 459,162    
|                                                                                                                                            |                                     |              |  |            
|The accompanying notes are an integral part of these financial statements.
Includes rounding to nearest dollar.                            

















|                                                                                                                |                             |                      |                    |                      |                    |                        |                   |                      |                                  |                      
|--------------------------------------------------------------------------------------------------------------- | --------------------------- | -------------------- | ------------------ | -------------------- | ------------------ | ---------------------- | ----------------- | -------------------- | -------------------------------- | ---------------------
|Bullion River Gold Corporation                                                                                 
|(An Exploration Stage Company)                                                                                 
|Consolidated Statement of Operations                                                                           
|Unaudited                                                                                                      
|                                                                                                                |                             |                      |                    |                      |                    |                        |                   |                      |                                  |                      
|                                                                                                                |                             |                      | Three Months Ended |                      |                    |                        | Nine Months Ended |                      |                                  | From Inception       
|                                                                                                                |                             |                      | September 30       |                      |                    |                        | September 30      |                      |                                  | 29-Jun-01            
|                                                                                                                |                             | 2005                 |                    | 2004                 |                    | 2005                   |                   | 2004                 |                                  | to September 30, 2005
|Revenue:                                                                                                        |                             |                      |                    |                      |                    |                        |                   |                      |                                 
|                                                                                                                |                             |                      |                    |                      |                    |                        |                   |                      |                                  |                      
|Expense:                                                                                                        |                             |                      |                    |                      |                    |                        |                   |                      |                                 
|                                                                                                                | Exploration                 | 353,157              |                    | 322,877              |                    | 2,582,808              |                   | 1,026,513            |                                  | 4,457,217            
|                                                                                                                | Salaries & Wages            | 143,226              |                    | 12,960               |                    | 489,317                |                   | 27,215               |                                  | 539,647              
|                                                                                                                | Payroll Burden              | 29,154               |                    | (1,909)              |                    | 72,691                 |                   | 2,256                |                                  | 76,044               
|                                                                                                                | Employee Related            | 1,360                |                    | 4,001                |                    | 3,908                  |                   | 12,704               |                                  | 16,669               
|                                                                                                                | Professional Fees           | 124,009              |                    | 69,886               |                    | 470,071                |                   | 272,368              |                                  | 926,913              
|                                                                                                                | Consulting                  | 8,030                |                    | 33,246               |                    | 104,578                |                   | 163,921              |                                  | 352,968              
|                                                                                                                | Office                      | 6,517                |                    | 6,634                |                    | 38,309                 |                   | 31,347               |                                  | 86,918               
|                                                                                                                | Land                        | 0                    |                    | 0                    |                    | 0                      |                   | 0                    |                                  | 365                  
|                                                                                                                | Travel Related              | 31,264               |                    | 24,809               |                    | 157,574                |                   | 56,902               |                                  | 272,620              
|                                                                                                                | Licenses & Fees             | (268)                |                    | 320                  |                    | 2,990                  |                   | 18,803               |                                  | 35,564               
|                                                                                                                | Investor Communications     | 56,951               |                    | 45,025               |                    | 199,237                |                   | 136,731              |                                  | 421,126              
|                                                                                                                | Insurance                   | 12,336               |                    | 9,465                |                    | 41,314                 |                   | 15,689               |                                  | 68,224               
|                                                                                                                | Rent                        | 13,043               |                    | 5,601                |                    | 39,101                 |                   | 13,857               |                                  | 58,705               
|                                                                                                                | Utilities                   | 14,826               |                    | 0                    |                    | 28,302                 |                   | 0                    |                                  | 28,429               
|                                                                                                                | Bank Charges                | 1,173                |                    | 1,240                |                    | 8,603                  |                   | 10,579               |                                  | 21,643               
|                                                                                                                | Miscellaneous               | (56,312)             |                    | 0                    |                    | (30,733)               |                   | 0                    |                                  | (30,733)             
|                                                                                                                | Forgiveness of Debt         | 0                    |                    | (6,839)              |                    | 0                      |                   | (6,839)              |                                  | (25,718)             
|                                                                                                                | Depreciation                | 31,542               |                    | 2,838                |                    | 55,377                 |                   | 6,020                |                                  | 68,426               
|                                                                                                                | Total Operating Expense     | 770,007              |                    | 530,154              |                    | 4,263,444              |                   | 1,788,067            |                                  | 7,375,026            
|                                                                                                                |                             |                      |                    |                      |                    |                        |                   |                      |                                  |                      
|Other:                                                                                                          |                             |                      |                    |                      |                    |                        |                   |                      |                                 
|                                                                                                                | Non-operating Income        | (54,800)             |                    | 0                    |                    | (54,800)               |                   | 0                    |                                  | (54,800)             
|                                                                                                                | Interest                    | 51,108               |                    | 0                    |                    | 51,305                 |                   | 0                    |                                  | 51,305               
|                                                                                                                | Non-operating               | 55,381               |                    | 0                    |                    | 55,381                 |                   | 0                    |                                  | 55,381               
|                                                                                                                | Provision for income taxes: | 0                    |                    | 0                    |                    | 1,600                  |                   | 0                    |                                  | 767                  
|                                                                                                                | Total Other                 | 51,689               |                    | 0                    |                    | 53,487                 |                   | 0                    |                                  | 52,654               
|                                                                                                                |                             |                      |                    |                      |                    |                        |                   |                      |                                  |                      
|NET LOSS FOR PERIOD                                                                                             | $       (821,696)           |                      | $       (530,154)  |                      | $      (4,316,931) |                        | $    (1,788,067)  |                      | $                    (7,427,680)
|                                                                                                                |                             |                      |                    |                      |                    |                        |                   |                      |                                  |                      
|BASIC AND DILUTED                                                                                               |                             |                      |                    |                      |                    |                        |                   |                      |                                 
|                                                                                                                | LOSS PER SHARE              | $             (0.02) |                    | $             (0.02) |                    | $               (0.13) |                   | $             (0.07) |                                  |                      
|                                                                                                                |                             |                      |                    |                      |                    |                        |                   |                      |                                  |                      
|WEIGHTED AVERAGE SHARES                                                                                         |                             |                      |                    |                      |                    |                        |                   |                      |                                 
|                                                                                                                | OUTSTANDING                 | 32,965,581           |                    | 26,069,563           |                    | 32,965,581             |                   | 25,450,195           |                                  |                      
|                                                                                                                |                             |                      |                    |                      |                    |                        |                   |                      |                                  |                      
|The accompanying notes are an integral part of these financial statements.
Includes rounding to nearest dollar.

















|                                                                                                                                       |                     |                   |                   |                          |                         |             |                        |                  
|-------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | ----------------- | ----------------- | ------------------------ | ----------------------- | ----------- | ---------------------- | -----------------
|BULLION RIVER GOLD CORP.                                                                                                              
|CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE LOSS                                                      
|For the Nine Month Periods Ended September 30, 2005, 2004, 2003, 2002 and the period from Inception June 29, 2001 to December 31, 2001
|UNAUDITED                                                                                                                             
|                                                                                                                                       |                     |                   |                   |                          |                         |             |                        |                  
|                                                                                                                                       |                     |                   |                   |                          |                         | Deficit     |                        |                  
|                                                                                                                                       |                     |                   |                   | Common Shares Subscribed | Accumulated             | Accumulated |                       
|                                                                                                                                       | Common Stock Issued | Additional        |                   |                          | During the              | Other       |                       
|                                                                                                                                       | Number of           |                   | Paid in           | Number of                |                         | Development | Comprehensive          |                  
|                                                                                                                                       | Shares              | Amount            | Capital           | Shares                   | Amount                  | Stage       | Income                 | Total            
|Balance, June 29, 2001                                                                                                                 | -                   | $              -  | $               - | $                     -  | $                     - | -           | $                    - | $               -
|Issuance of common shares                                                                                                              |                     |                   |                   |                          |                         |             |                        |                  
|for cash, August 8, 2001                                                                                                               | 1,000,000           | $         1,000   | $               - | -                        | -                       | -           | -                      | 1,000            
|Issuance of common shares                                                                                                              |                     |                   |                   |                          |                         |             |                        |                  
|for cash, December 6, 2001                                                                                                             | 1,400,000           | $         1,400   | $         12,600  | -                        | -                       | -           | -                      | 14,000           
|Net loss, for the six month period                                                                                                     |                     |                   |                   |                          |                         |             |                        |                  
|ended, December 31, 2001                                                                                                               | -                   | $              -  | $               - | -                        | -                       | (1,000)     | -                      | (1,000)          
|Balance, December 31, 2001                                                                                                             | 2,400,000           | $         2,400   | $         12,600  | -                        | -                       | (1,000)     | -                      | 14,000           
|Net Loss for the three month period                                                                                                    |                     |                   |                   |                          |                         |             |                        |                  
|ended, March 31, 2002                                                                                                                  | -                   | $              -  | $               - | -                        | -                       | (7,336)     | -                      | (7,336)          
|Balance, March 31, 2002                                                                                                                | 2,400,000           | $         2,400   | $         12,600  | -                        | -                       | (8,336)     | -                      | 6,664            
|Issuance of common shares for cash,                                                                                                    |                     |                   |                   |                          |                         |             |                        |                  
|November 26 to December 16, 2002                                                                                                       | 208,500             | $            208  | $         20,642  | -                        | -                       | -           | -                      | 20,850           
|Net loss, for the nine month period                                                                                                    |                     |                   |                   |                          |                         |             |                        |                  
|ended, December 31, 2002                                                                                                               | -                   | $              -  | $               - | -                        | -                       | (36,012)    | -                      | (36,012)         
|Balance, December 31, 2002                                                                                                             | 2,608,500           | $         2,608   | $         33,242  | -                        | -                       | (44,348)    | -                      | (8,498)          
|Issuance of common shares                                                                                                              |                     |                   |                   |                          |                         |             |                        |                  
|for cash, January 7, 2003                                                                                                              | 95,000              | $              95 | $          9,405  | -                        | -                       | -           | -                      | 9,500            
|Issuance of common shares                                                                                                              |                     |                   |                   |                          |                         |             |                        |                  
|for cash, January 9, 2003                                                                                                              | 80,000              | $              80 | $          7,920  | -                        | -                       | -           | -                      | 8,000            
|Issuance of common shares                                                                                                              |                     |                   |                   |                          |                         |             |                        |                  
|for cash, February 7, 2003                                                                                                             | 110,000             | $            110  | $         10,890  | -                        | -                       | -           | -                      | 11,000           
|Issuance of common shares                                                                                                              |                     |                   |                   |                          |                         |             |                        |                  
|for cash, February 18, 2003                                                                                                            | 106,500             | $            107  | $         10,543  | -                        | -                       | -           | -                      | 10,650           
|Net loss for the three month period                                                                                                    |                     |                   |                   |                          |                         |             |                        |                  
|ended, March 31, 2003                                                                                                                  | -                   | $              -  | $               - | -                        | -                       | (39,146)    | -                      | (39,146)         
|Balance March 31, 2003                                                                                                                 | 3,000,000           | $         3,000   | $         72,000  | -                        | -                       | (83,494)    | -                      | (8,494)          
|Commons shares cancelled,                                                                                                              |                     |                   |                   |                          |                         |             |                        |                  
|December 2, 2003                                                                                                                       | (2,000,000)         | $        (2,000)  | $          2,000  | -                        | -                       | -           | -                      | -                
|Issuance of nine for one common                                                                                                        |                     |                   |                   |                          |                         |             |                        |                  
|stock dividend, December 9, 2003                                                                                                       | 9,000,000           | $         9,000   | $         (9,000) | -                        | -                       | -           | -                      | -                
|Net loss for the nine month period                                                                                                     |                     |                   |                   |                          |                         |             |                        |                  
|ended, December 31, 2003                                                                                                               | -                   | $              -  | $               - | -                        | -                       | (62,070)    | -                      | (62,070)         
|Balance, December 31, 2003                                                                                                             | 10,000,000          | $       10,000    | $         65,000  | -                        | -                       | (145,564)   | -                      | (70,564)         
|Issuance of one and one half for one                                                                                                   |                     |                   |                   |                          |                         |             |                        |                  
|common stock dividend, January 13, 2004                                                                                                | 15,000,003          | $       15,000    | $        (15,000) | -                        | -                       | -           | -                      | -                
|Issuance of common shares for                                                                                                          |                     |                   |                   |                          |                         |             |                        |                  
|finders fee, March 18, 2004                                                                                                            | 25,000              | $              25 | $         28,725  | -                        | -                       | -           | -                      | 28,750           
|Issuance of common shares for                                                                                                          |                     |                   |                   |                          |                         |             |                        |                  
|consulting fees, March 18, 2004                                                                                                        | 30,000              | $              30 | $         34,470  | -                        | -                       | -           | -                      | 34,500           
|Issuance of common shares for property                                                                                                 |                     |                   |                   |                          |                         |             |                        |                  
|option payment, March 18, 2004                                                                                                         | 30,000              | $              30 | $         34,470  | -                        | -                       | -           | -                      | 34,500           
|Common stock subscribed January 19, 2004                                                                                               |                     |                   |                   | 125,000                  | 125,000                 |             |                        | 125,000          
|Common stock subscribed March 25, 2004                                                                                                 | -                   | $              -  | $               - | 850,000                  | 850,000                 | -           | -                      | 850,000          
|Net loss, for the three month period                                                                                                   |                     |                   |                   |                          |                         |             |                        |                  
|ended, March 31, 2004                                                                                                                  | -                   | $              -  | $               - | -                        | -                       | (757,439)   | -                      | (757,439)        
|Foreign currency translation adjustments                                                                                               | -                   | $              -  | $               - | -                        | -                       | -           | (245)                  | (245)            
|Balance, March 31, 2004                                                                                                                | 25,085,003          | $       25,085    | $       147,665   | 975,000                  | 975,000                 | (903,003)   | (245)                  | 244,502          
|Issuance of 850,000 units for cash,                                                                                                    |                     |                   |                   |                          |                         |             |                        |                  
|Reg S,  April 15, 2004                                                                                                                 | 850,000             | $            850  | $       849,150   | (850,000)                | (850,000)               | -           | -                      | -                
|Issuance of 125,000 units for cash,                                                                                                    |                     |                   |                   |                          |                         |             |                        | -                
|Reg S, April 30, 2004                                                                                                                  | 125,000             | $            125  | $       124,875   | (125,000)                | (125,000)               | -           | -                      | -                
|Issuance of common shares for                                                                                                          |                     |                   |                   |                          |                         |             |                        | -                
|consulting fees, July 20, 2004                                                                                                         | 30,000              | $              30 | $         30,870  | -                        | -                       | -           | -                      | 30,900           
|Issuance of 50,000 units for cash,                                                                                                     |                     |                   |                   |                          |                         |             |                        | -                
|Reg S, July 20, 2004                                                                                                                   | 50,000              | $              50 | $         49,950  | -                        | -                       | -           | -                      | 50,000           
|Issuance of 200,000 units for debt,                                                                                                    |                     |                   |                   |                          |                         |             |                        | -                
|Reg S, September 16, 2004                                                                                                              | 200,000             | $            200  | $       199,800   | -                        | -                       | -           | -                      | 200,000          
|Issuance of 93,334 units for debt,                                                                                                     |                     |                   |                   |                          |                         |             |                        | -                
|Reg S, September 29, 2004                                                                                                              | 93,334              | $              94 | $         69,906  | -                        | -                       | -           | -                      | 70,000           
|Issuance of 1,000,001 units for cash,                                                                                                  |                     |                   |                   |                          |                         |             |                        | -                
|Reg S, September 29, 2004                                                                                                              | 1,000,001           | $         1,000   | $       749,000   | -                        | -                       | -           | -                      | 750,000          
|Issuance of 299,000 units for cash,                                                                                                    |                     |                   |                   |                          |                         |             |                        | -                
|Reg S, November 16, 2004                                                                                                               | 299,000             | $            299  | $       223,951   | -                        | -                       | -           | -                      | 224,250          
|Issuance of 183,333 units for cash,                                                                                                    |                     |                   |                   |                          |                         |             |                        | -                
|Reg D, December 9, 2004                                                                                                                | 183,333             | $            183  | $       135,817   | -                        | -                       | -           | -                      | 136,000          
|Issuance of 2,000 shares for finders fees,                                                                                             |                     |                   |                   |                          |                         |             |                        | -                
|Reg D, December 9, 2004                                                                                                                | 2,000               | $               2 | $          1,498  | -                        | -                       | -           | -                      | 1,500            
|Issuance of 501,333 units for cash,                                                                                                    |                     |                   |                   |                          |                         |             |                        | -                
|Rule 144, December 29, 2004                                                                                                            | 501,333             | $            501  | $       317,384   | -                        | -                       | -           | -                      | 317,885          
|Issuance of 25,000 units for cash,                                                                                                     |                     |                   |                   |                          |                         |             |                        | -                
|Reg S, December 22, 2004                                                                                                               | 25,000              | $              25 | $         18,725  | -                        | -                       | -           | -                      | 18,750           
|Net loss, for the nine month period                                                                                                    |                     |                   |                   |                          |                         |             |                        |                  
|ended, December 31, 2004                                                                                                               | -                   | $              -  | $               - | -                        | -                       | (2,207,747) | -                      | (2,207,747)      
|Foreign currency translation adjustments                                                                                               | -                   | $              -  | $               - | -                        | -                       | -           | (941)                  | (941)            
|Balance, December 31, 2004                                                                                                             | 28,444,004          | $       28,444    | $    2,918,591    | -                        | -                       | (3,110,749) | (1,186)                | (164,900)        
|Issuance of 200,000 units for cash                                                                                                     |                     |                   |                   |                          |                         |             |                        |                  
|Reg D, Feb 2, 2005                                                                                                                     | 290,000             | $            290  | $       217,210   | -                        | -                       | -           | -                      | 217,500          
|Issuance of 50,000 units for cash                                                                                                      |                     |                   |                   |                          |                         |             |                        | -                
|Reg S, February 16,2005                                                                                                                | 50,000              | $              50 | $         37,450  | -                        | -                       | -           | -                      | 37,500           
|Issuance of 481,000 units for cash                                                                                                     |                     |                   |                   |                          |                         |             |                        | -                
|Reg S, March 22, 2005                                                                                                                  | 481,000             | $            481  | $       360,269   | -                        | -                       | -           | -                      | 360,750          
|3,390,599 Units Subscribed during February                                                                                             |                     |                   |                   |                          |                         |             |                        |                  
|and March 2005                                                                                                                         | -                   | $              -  | $               - | 3,390,599                | 2,542,951               | -           | -                      | 2,542,951        
|Share issue costs incurred during February                                                                                             |                     |                   |                   |                          |                         |             |                        |                  
|and March 2005                                                                                                                         | -                   | $              -  | $      (193,330)  | -                        | -                       | -           | -                      | (193,330)        
|Net Loss for the three month period                                                                                                    |                     |                   |                   |                          |                         | -           |                        | -                
|ended, March 31, 2005                                                                                                                  | -                   | $              -  | $               - | -                        | -                       | (1,718,948) | -                      | (1,718,948)      
|Foreign currency translation adjustments                                                                                               | -                   | $              -  | $               - | -                        | -                       | -           | (91)                   | (91)             
|                                                                                                                                       |                     |                   |                   |                          |                         |             |                        |                  
|Balance March 31, 2005                                                                                                                 | 29,265,004          | $       29,265    | $    3,340,190    | 3,390,599                | 2,542,951               | (4,829,697) | $              (1,277) | 1,081,432        
|                                                                                                                                       |                     |                   |                   |                          |                         |             |                        |                  
|Common stock subscribed during 2nd quarter                                                                                             |                     |                   |                   | (3,390,599)              | $         (2,542,951)   |             |                        | (2,542,951)      
|                                                                                                                                       |                     |                   |                   |                          |                         |             |                        |                  
|Common stock issued April 29, 2005                                                                                                     | 1,796,673           | $         1,979   | $    1,437,972    |                          |                         |             |                        | 1,439,951        
|                                                                                                                                       |                     |                   |                   |                          |                         |             |                        |                  
|Common stock issued May 2, 2005                                                                                                        | 1,437,236           | $         1,628   | $    1,221,347    |                          |                         |             |                        | 1,222,975        
|                                                                                                                                       |                     |                   |                   |                          |                         |             |                        |                  
|Common stock issued May 5, 2005                                                                                                        | 466,668             | $            150  | $       112,350   |                          |                         |             |                        | 112,500          
|                                                                                                                                       |                     |                   |                   |                          |                         |             |                        |                  
|Share Issue costs incurred during Q2                                                                                                   |                     |                   | $         (7,600) |                          |                         |             |                        | (7,600)          
|                                                                                                                                       |                     |                   |                   |                          |                         |             |                        |                  
|Foreign currency translation adjustments                                                                                               |                     |                   |                   |                          |                         |             | $                  147 | 147              
|Net Loss for the three month period                                                                                                    |                     |                   |                   |                          |                         |             |                        |                  
|ended, June 30, 2005                                                                                                                   |                     |                   |                   |                          |                         | (1,776,287) |                        | (1,776,287)      
|Balance June 30, 2005                                                                                                                  | 32,965,581          | $       33,022    | $    6,104,259    | -                        | -                       | (6,605,984) | $              (1,130) | $     (469,834)  
|                                                                                                                                       |                     |                   |                   |                          |                         |             |                        |                  
|Foreign currency translation adjustments                                                                                               |                     |                   |                   |                          |                         |             | (82)                   | (82)             
|                                                                                                                                       |                     |                   |                   |                          |                         |             |                        |                  
|Net Loss for the three month period                                                                                                    |                     |                   |                   |                          |                         |             |                        |                  
|ended, September 30, 2005                                                                                                              |                     |                   |                   |                          |                         | (821,696)   |                        | (821,696)        
|Balance September 30, 2005                                                                                                             | 32,965,581          | $       33,022    | $    6,104,259    | -                        | -                       | (7,427,680) | $              (1,212) | $  (1,291,612)   
|                                                                                                                                       |                     |                   |                   |                          |                         |             |                        |                  
|                                                                                                                                       |                     |                   |                   |                          |                         |             |                        |                  
|                                                                                                                                       |                     |                   |                   |                          |                         |             |                        |                  
|The accompanying notes are an integral part of these financial statements                                                             













|                                             |                                                                            |              |                   |                  |             |                   
|-------------------------------------------- | -------------------------------------------------------------------------- | ------------ | ----------------- | ---------------- | ----------- | ------------------
|Bullion River Gold Corp.                    
|(An Exploration Stage Company)              
|Consolidated Cash Flow                      
|Unaudited                                   
|                                             |                                                                            |              |                   |                  |             |                   
|                                             |                                                                            |              | Nine Months Ended |                  |             | From Inception,   
|                                             |                                                                            | September 30 |                   | June 29, 2001 to
|                                             |                                                                            | 2005         |                   | 2004             |             | September 30, 2005
|CASH FLOW FROM OPERATING ACTIVITIES          |                                                                            |              |                   |                  |            
|                                             |                                                                            |              |                   |                  |             |                   
|Net Loss                                     | (4,316,931)                                                                |              | (1,788,067)       |                  | (7,427,680)
|                                             |                                                                            |              |                   |                  |             |                   
|Adjustment to Reconcile net loss to net cash |                                                                            |              |                   |                  |            
|used in operating activities:                |                                                                            |              |                   |                  |            
|                                             | Depreciation                                                               | 55,377       |                   | 6,020            |             | 68,426            
|                                             | Share issue costs                                                          |              |                   |                  |             | (59,615)          
|                                             | Gain on Extinguishment of Debt                                             |              |                   | (6,839)          |             | (25,719)          
|                                             | Common Stock issued for services and related expense                       |              |                   | 128,650          |             | 398,650           
|                                             |                                                                            |              |                   |                  |             |                   
|Changes in operating assets and liabilities: |                                                                            |              |                   |                  |            
|                                             | (Increase) Decrease in Prepaids                                            | 6,947        |                   | (68,707)         |             | (82,319)          
|                                             | (Increase) Decrease in Inventory                                           | (51,486)     |                   | 0                |             | (51,486)          
|                                             | (Increase) Decrease in Other Assets                                        | (28)         |                   | 0                |             | (28)              
|                                             | (Increase) Decrease in Deposits                                            | (167,397)    |                   | 0                |             | (167,397)         
|                                             | Increase (Decrease) in Accounts Payable/Accrued                            | 381,501      |                   | 62,196           |             | 912,402           
|                                             |                                                                            |              |                   |                  |             |                   
|NET CASH USED IN OPERATING ACTIVITIES        | (4,092,018)                                                                |              | (1,666,747)       |                  | (6,434,766)
|                                             |                                                                            |              |                   |                  |             |                   
|NET CASH USED IN INVESTING ACTIVITIES        |                                                                            |              |                   |                  |            
|                                             |                                                                            |              |                   |                  |             |                   
|                                             | Purchase of fixed assets                                                   | (228,498)    |                   | (43,091)         |             | (338,113)         
|                                             |                                                                            |              |                   |                  |             |                   
|NET CASH USED IN INVESTING ACTIVITIES        | (228,498)                                                                  |              | (43,091)          |                  | (338,113)  
|                                             |                                                                            |              |                   |                  |             |                   
|                                             |                                                                            |              |                   |                  |             |                   
|NET CASH USED IN FINANCING ACTIVITIES        |                                                                            |              |                   |                  |            
|                                             |                                                                            |              |                   |                  |             |                   
|                                             | Other current liabilities                                                  | 55,381       |                   | 0                |             | 55,381            
|                                             | Advance payable                                                            | 0            |                   | (15,428)         |             | 118,880           
|                                             | Loans from related parties                                                 | 784,304      |                   | 0                |             | 784,304           
|                                             | Loan payable                                                               | 40,000       |                   | 70,000           |             | 40,000            
|                                             | Common shares issued for cash                                              | 3,190,246    |                   | 1,775,000        |             | 5,798,246         
|                                             |                                                                            |              |                   |                  |             |                   
|NET CASH USED IN FINANCING ACTIVITIES        | 4,069,930                                                                  |              | 1,829,572         |                  | 6,796,810  
|                                             |                                                                            |              |                   |                  |             |                   
|                                             | Effect of exchange rate changes on cash                                    | (27)         |                   | (882)            |             | (1,213)           
|                                             |                                                                            |              |                   |                  |             |                   
|INCREASE (DECREASE) IN CASH                  | (250,613)                                                                  |              | 118,851           |                  | 22,717     
|                                             |                                                                            |              |                   |                  |             |                   
|                                             |                                                                            |              |                   |                  |             |                   
|CASH, BEGINNING OF THE PERIOD (January 1)    | 273,331                                                                    |              | 152,926           |                  |            
|                                             |                                                                            |              |                   |                  |             |                   
|                                             |                                                                            |              |                   |                  |             |                   
|CASH, END OF PERIOD                          | 22,717                                                                     |              | 271,777           |                  |            
|                                             |                                                                            |              |                   |                  |             |                   
|                                             | The accompanying notes are an integral part of these financial statements.
|                                             | Includes rounding to the nearest dollar.                                  





















BULLION RIVER GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

September 30, 2005





NOTE 1  NATURE OF OPERATIONS AND BASIS OF PRESENTATION



NATURE OF OPERATIONS

Bullion River was incorporated under the laws of the State of Nevada on June 29, 2001 under the original name Dynasty International Corporation.  The company was a specialty retailer of home water quality testing kits and water purification devices until December 9, 2003 when it changed its business direction to the exploration of gold and silver in the western United States.



On December 9, 2003, five current Nevada subsidiaries of Bullion River were incorporated and sold to Bullion River.  These subsidiaries are Antone Canyon Mining Corp., Cimarron Mining Corp., Corcoran Canyon Mining Corp., North Fork Mining Corp., and Thomas Creek Mining Corp. (collectively, the Subsidiaries).  From January 9, 2004 to February 23, 2004, Bullion River, through the Subsidiaries, acquired seven separate option agreements.  Also, in February 2004 Bullion River staked and registered its 100% interest in 41 unpatented mineral claims in the Painted Hills district in Humboldt County, Nevada.  See Managements Discussion and Analysis or Plan of Operations below for more information.



On January 20, 2004, the company changed its name to Bullion River Gold Corp.





BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.  Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and nine month periods ended September 30, 2005 and 2004 are not necessarily indicative of the results that may be expected for any interim period or the entire year.  For further information, these consolidated financial statements and the related notes should be read in conjunction with the

Companys audited financial statements for the year ended December 31, 2004 included in the Companys annual report on Form 10-KSB.





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



A summary of the Companys significant accounting policies is included in the Companys 2004 Annual Report.  Additional significant accounting policies which affect the Company or which have been developed since December 31, 2004 are summarized below:

EXPLORATION STAGE ACTIVITIES



The Company has not commenced significant operations and, in accordance with SFAS No. 7, the Company was considered a development stage company until it changed business direction in December 2003 and became an exploration company.



PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its subsidiaries.  All significant intercompany balances and transactions have been eliminated.



INVENTORIES

Materials and supplies related to underground mine development are stated at cost (first-in, first-out).



FIXED ASSETS

Office furniture, equipment, telephone system, computer hardware, and computer software are stated at cost.  Depreciation is computed over the estimated useful life of the depreciable assets using the straight-line method.  The useful life for the fixed assets is estimated as follows with no salvage value:



Furniture

5 years

Equipment



2 to 6 years

Telephone System

5 years

Computer Hardware

3 years

Computer Software

2 years



The fixed assets are reviewed each year to determine whether any events or circumstances indicate that the carrying amount of the assets may not be recoverable.  Such review is performed based on estimated undiscounted cash flows compared with the carrying value of the assets.  If the future cash flows (undiscounted and without interest charges) are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.



COMPREHENSIVE INCOME



Comprehensive income reflects changes in equity that result from transactions and economic events from non-owner sources.  Comprehensive income for the current period represents foreign currency translation items associated with the Companys accounts payable.



MINERAL PROPERTY OPTION PAYMENTS AND EXPLORATION COSTS



The Company will expense all operating costs related to the maintenance and exploration of mineral claims in which it has secured exploration rights prior to establishment of proven and probable reserves.



IMPAIRMENT OF LONG-LIVED ASSETS



Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  The Company recognizes impairment of long-lived assets in the event that the net book value of such assets exceeds the future undiscounted cash flows attributed to such assets.  No impairment of long-lived assets was recognized for the quarter ended September 30, 2005.



RECLAMATION AND ABANDONMENT COSTS



The Company follows the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 143 ("SFAS 143"), "Accounting for Asset Retirement Obligations" which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement establishes a uniform methodology for accounting for estimated reclamation and abandonment costs whereby reclamation and closure costs including site rehabilitation will be recorded at the estimated present value of reclamation liabilities and will increase the carrying amount of the related asset. These reclamation costs will be allocated to expense over the life of the related assets and will be adjusted for changes resulting from the passage of time and revisions to either the timing or the amount of the original present value estimate. The Company is still in the explorat

ion stage and thus SFAS 143 does not effect the Companys present operations or financial position.





NOTE 3 - CONTINGENCIES



As shown in the accompanying financial statements, the Company has incurred significant operating losses since inception, and as of September 30, 2005, the Company has limited financial resources to support it until such time that it is able to generate positive cash flow from operations.  The Companys ability to achieve and maintain profitability and positive cash flow is dependent upon its ability to locate a profitable mineral property, generate revenues from its planned business operations, and control exploration costs.   The Company has been focusing on implementing its business plan and additional financing will be required by the Company to fund its exploration programs and to support operations.  Management plans to fund its future operations through private placement of funds, private loans, and revenue derived from bulk sampling.  Management plans to mitigate its losses by abandoning projects that do not meet managements spec

ification for mineralization or do not have large tonnage potential.  However, there is no assurance that the Company will be able to obtain additional financing from investors or private lenders.  There is no assurance that the Company will be able to generate revenues in the future.  There is no assurance that they will be able to find projects meeting their specifications for mineralization or that the projects will have large tonnage potential.  There is no assurance that the Company will commence commercial production should they find projects meeting their specification.  The financial statements do not include any adjustments that might result from the outcome of those uncertainties.





NOTE 4  LOANS PAYABLE



As of September 30, 2005, the Company had loans payable totaling $924,304.



At June 30, 2005, the Company had a short term loan payable totaling $15,000 with Kristie Kuhn, wife of the Companys President Peter Kuhn.  As of September 30, 2005, the loan balance is $11,930.  This loan was paid in full on November 2, 2005.



At June 30, 2005, the Company had two short term loan payables totaling $70,000 with Centennial Development Corp.  As of October 28, the balance is now $47,500.  Centennial Development Corp. is controlled by the Companys President, Peter Kuhn.



At July 11, 2005, the Company entered into a 30-day free interest in the amount of $15,000 with Centennial Development Corp.  The interest is 1.5% monthly.



At July 18, 2005, the Company entered into a 30-day free interest in the amount $32,000 with Centennial Development Corp.  The interest is 1.5% monthly.



At July 29, 2005, the Company entered into a 30-day free interest in the amount $32,000 with Centennial Development Corp.  The interest is 1.5% monthly.



At August 5, 2005, the Company entered into a loan agreement with Centennial Development in the amount of $500,000 due on December 31, 2005.  Terms are zero days free interest, interest accruing at 1.15% per month, $25,000 loan fee.  This loan was paid in full on October 21, 2005.



At August 31, 2005, the Company entered into a 30-day free interest in the amount of $30,000 with Centennial Development Corp.  The interest is 1.5% monthly.



At September 6, 2005, the Company entered into a 30-day free interest in the amount of $25,000 with Centennial Development Corp.  The interest is 1.5% monthly.



At September 13, 2005, the Company entered into a 30-day free interest in the amount of $6,000 with Centennial Development Corp.  The interest is 1.5% monthly.



At September 23, 2005, the Company entered into a 30-day free interest in the amount of $50,000 with Centennial Development Corp.  The interest is 1.5% monthly.



At September 27, 2005, the Company entered a loan agreement with Marlenas United S.A. in the amount of $90,000 due on November 30, 20005.  Terms are zero days free interest, interest accruing at 1.0% per month.  This loan was paid in full on November 1, 2005.



At September 30, 2005, the Company entered a loan agreement with Marlenas United S.A. in the amount of $50,000 due on November 30, 2005.  Terms are zero days free interest, interest accruing at 1.0% per month.  This loan was paid in full on November 2, 2005.



|            |                   |                       
|----------- | ----------------- | ----------------------
|Origination | Amount            | Lender                
|06/22/05    | $         15,000  | Kristi Kuhn           
|06/30/05    | $         70,000  | Centennial Development
|07/11/05    | $         15,000  | Centennial Development
|07/18/05    | $         32,000  | Centennial Development
|07/29/05    | $         32,000  | Centennial Development
|08/05/05    | $       500,000   | Centennial Development
|08/31/05    | $         30,000  | Centennial Development
|09/06/05    | $         25,000  | Centennial Development
|09/13/05    | $           6,000 | Centennial Development
|09/23/05    | $         50,000  | Centennial Development
|09/27/05    | $         90,000  | Marlenas United S.A.  
|09/30/05    | $         50,000  | Marlenas United S.A.  
|            |                   |                       
|Total       | $       915,000   |                       





At December 31, 2004, there was a $100,000 short term, which was repaid in the first quarter 2005.

NOTE 5 - COMMON STOCK



On September 8, 2004, the Company authorized an offering of five million units at $0.75 per unit.  Each unit consists of one restricted common share and one restricted share purchase warrant.  Each restricted warrant enables the qualified subscriber to purchase one additional restricted common share at a price of $1.00 for a period of two years.  On November 17, 2004, the term for exercising all warrants issued under the September 8, 2004 offering was extended from two to three years.  On February 28, 2005 the Company resolved to increase the share offering from five million units to seven million units.

In the 2nd quarter of 2005, the Company completed its September 8, 2004 offering and issued a total of 3,700,577 units at $0.75 per unit for $2,775,426 cash.



During April 2005, the Company paid $7,600 in finders fees and committed to issuing 7,600 warrants as finders fees, at an exercise price of $1.00.

NOTE 6  WARRANTS



At September 30, 2005 the Company had the following warrants outstanding:

|          |                    |                |            
|--------- | ------------------ | -------------- | -----------
|Date      | Number of Warrants | Exercise Price | Expiry Date
|15-Apr-04 | 850,000            | $1.50          | 15-Apr-07  
|30-Apr-04 | 125,000            | $1.50          | 30-Apr-07  
|20-Jul-04 | 50,000             | $1.50          | 20-Jul-07  
|29-Sep-04 | 1,093,335          | $1.00          | 29-Sep-07  
|16-Nov-04 | 299,000            | $1.00          | 16-Nov-07  
|10-Dec-04 | 185,333            | $1.00          | 10-Dec-07  
|16-Dec-04 | 63,467             | $1.00          | 16-Dec-07  
|30-Dec-04 | 501,333            | $1.00          | 30-Dec-07  
|5-Jan-05  | 25,000             | $1.00          | 5-Jan-08   
|2-Feb-05  | 290,000            | $1.00          | 2-Feb-08   
|16-Feb-05 | 50,000             | $1.00          | 16-Feb-08  
|22-Mar-05 | 481,000            | $1.00          | 22-Mar-08  
|14-Apr-05 | 155,280            | $1.00          | 14-Apr-08  
|29-Apr-05 | 1,804,273          | $1.00          | 29-Apr-08  
|2-May-05  | 1,437,236          | $1.00          | 2-May-08   
|5-May-05  | 466,668            | $1.00          | 5-May-08   
|Total     | 7,876,925          |                |            





NOTE 7 - MINERAL PROPERTY OPTIONS



Bullion River is a mineral exploration company.  Bullion River, through the Subsidiaries, conducts gold and silver mineral exploration on properties in the western United States.



There is no assurance that a commercially viable ore body, a reserve, exists in any of the mineral claims until sufficient exploration work is done and an evaluation of that work concludes economic and legal feasibility.  Bullion Rivers current plans are strictly limited to research and exploration.

Bullion River intends to try to remove any mineralized material, if economically viable.  If mineralized material is found on any of Bullion Rivers mineral exploration projects and removal is warranted, and Bullion River does not have the adequate working capital to do so, Bullion River will have to sell additional common shares or borrow money to finance the cost of removing the mineralized material.  There is no assurance that Bullion River will have the working capital to remove the mineralized material from its mineral exploration projects, if warranted, and there is no assurance Bullion River will be able to raise additional working capital through equity or debt financing.



Antone Canyon Property

On January 9, 2004, Bullion River's wholly owned subsidiary Antone Canyon Mining Corp. ("Antone") was assigned an option to acquire a 100% undivided interest in 60 unpatented mineral claims located in Nye County in the State of Nevada.  The option was assigned from a company controlled by the president of Bullion River for an assignment fee of $146,142.



The option agreement is for a term of ten years and expires on December 11, 2012.  In order to maintain the option in good standing, Antone is required to pay the owner annual payments of $40,000 on or before December 12, commencing December 12, 2004, until the option expires or until Antone exercises the option in accordance with one of the following three exercise options, which are; payment to the owner of (1) $4,000,000, (2) $400,000 plus a 3% net smelter royalty ("NSR") granted to the owner, or (3) $2,500,000 plus a 1% NSR granted to the owner.



At September 30, 2005, the Company had made all required option payments and complied with all of the terms of the option agreement.



Corcoran Canyon Mining Corp.



On February 18, 2004, Bullion River's wholly owned subsidiary Corcoran Canyon Mining Corp. ("Corcoran") was assigned an option to acquire a 100% undivided interest in 41 unpatented mineral claims located in Nye County in the State of Nevada.  The option was assigned from a company controlled by the president of Bullion River for an assignment fee of $43,596.  In addition, a company controlled by the president of Bullion River has agreed to transfer all of its right, title and interest in 89 contiguous, recently staked, unpatented mineral claims to Corcoran.



The original option agreement is for a term of three years and expires on February 28, 2006.  In order to maintain the option in good standing Corcoran is required to spend; a minimum of $50,000 on exploration and development on or before each of February 28, 2005 and 2006, Corcoran must pay all annual claim and lease maintenance fees as required to keep the property in good standing and Corcoran must have a comprehensive general commercial liability insurance policy in place having limits of not less than $1 million per occurrence.



The option agreement allows Corcoran to perform limited testing on the property.  Corcoran cannot commence mining activities on the property until the option has been exercised.  Corcoran can exercise the option and acquire a 100% interest in the property by; paying $200,000 to the owner on the third anniversary of the option agreement and granting the owner a 2% NSR on the mineral claims.  Corcoran can repurchase half of the 2% NSR by paying $1 million to the owner at any time after the granting of the 2% NSR.



At September 30, 2005, the Company was not in compliance with all of the terms of the option agreement because it had not made all of the required minimum exploration expenditures for the year ending February 28, 2005.  A verbal agreement has been made with the owner to continue exploration in 2006, which will bring the overall agreement into compliance.



Cimarron Mining Corp.



On February 19, 2004, Bullion River's wholly owned subsidiary Cimarron Mining Corp. ("Cimarron") was assigned an option to acquire a 100% undivided interest in 24 unpatented mineral claims located in Nye County in the State of Nevada.  The option was assigned from a company controlled by the president of Bullion River for an assignment fee of $13,468.



The original option agreement is for a term of three years and expires on August 22, 2006.  In order to maintain the option in good standing Cimarron is required to; spend a minimum of $50,000 on exploration and development annually on or before each of August 22, 2004, 2005 and 2006, Cimarron must pay all annual claim and lease maintenance fees as required to keep the property in good standing and Cimarron must have a comprehensive general commercial liability insurance policy in place having limits of not less than $1 million per occurrence.



The option agreement allows Cimarron to perform limited testing on the property.  Cimarron cannot commence mining activities on the property until the option has been exercised.  Cimarron can exercise the option and acquire a 100% interest in the property by; paying $200,000 to the owner on the third anniversary of the option agreement and granting the owner a 1% NSR on the mineral claims.  Cimarron can repurchase half of the 1% NSR by paying $500,000 to the owner at any time after the granting of the 1% NSR.



At September 30, 2005, the Company was not in compliance with all of the terms of the option agreement because it had not made the required minimum exploration expenditures for the year ending February 19, 2005.  A verbal agreement has been made with the owner to continue exploration in 2006, which will bring the overall agreement into compliance.



Wenban Spring Mining Corp.



On February 20, 2004, Bullion Rivers wholly owned subsidiary Thomas Creek Mining Corp. ("Thomas Creek") was assigned an option to acquire a 100% undivided right, title and interest in 76 unpatented mineral claims located in Eureka County in the State of Nevada.  The option was assigned from a company controlled by the president of Bullion River for an assignment fee of $53,740.



During the year ended December 31, 2004 the Company terminated their option on the Thomas Creek property and acquired a 100% interest in the Wenban property by staking claims covering approximately 7.25 square miles in the Cortez Hills region of Nevada.  On September 28, 2004 the Company changed its name from Thomas Creek Mining Corp. to Wenban Spring Mining Corp.



As of September 30, 2005, the Company has paid claim maintenance fees to the BLM on 20 claims.  We expect to re-stake, file, and pay the fees on the remaining 218 claims as soon as possible.



North Fork Mining Corp.



On February 23, 2004, Bullion River's wholly owned subsidiary North Fork Mining Corp. ("North Fork") was assigned three options to acquire a 100% undivided right, title and interest in an aggregate 42 unpatented mineral claims located in Sierra County in the State of California.  The option was assigned from a company controlled by the president of Bullion River for an assignment fee of $129,115.



As additional consideration for the assignment of the option agreements, North Fork granted to a company controlled by the president, a net smelter royalty of 1.5% on the 42 unpatented mineral claims.  On February 18, 2004, all required payments under the original option agreements dated July 1, 2002, July 3, 2002 and March 3, 2003 had been made and the owners of the mineral claims consented to the assignment of the option agreements to North Fork.  The required payments under the July 1 and July 3, 2002 option agreements were; $10,000 per agreement on the original signing dates of July 1 and 3, 2002 and $150 per month for each agreement for the year ending July 3, 2003 and $250 per month for each agreement for the period ended February 23, 2004.  The March 3, 2003 agreement required $10,000 to be paid upon signing of a final agreement.



The original option agreements dated July 1 and 3, 2002, are for terms of 5 years.  To keep these option agreements in good standing North Fork is required to make minimum royalty payments, per agreement, of $250 per month until July 3, 2004, $500 per month until July 3, 2005, $1,000 per month until July 3, 2006, the greater of $5,000 per month or a 5% NSR until July 3, 2007.  North Fork is also required to make all maintenance and lease payments to keep the mineral claims in good standing during the term of the option agreements.  At the end of the five year term, after all of the royalty payments have been made, North Fork will have acquired a 100% undivided right, title and interest in 35 unpatented mineral claims subject to a 5% net smelter royalty payable, until a maximum of $750,000 in royalty payments have been made under each agreement.



The March 3, 2003 option agreement for seven unpatented claims has no term.  North Fork can acquire an undivided 100% interest in these claims by paying $10,000 once North Fork has successfully completed its stage 1 drilling and exploration program and decides to continue with exploration and by paying the owner $70,000 once North Fork has successfully completed its stage 2 drilling and exploration program and decides to continue with exploration.



At September 30, 2005, the Company was in compliance with all of the terms of the option agreement.



Painted Hills Claims



During the 2004 the Company acquired a 100% interest in 41 unpatented mineral claims in the Painted Hills district in Humboldt County, Nevada.



As of September 30, 2005, the Company has paid claim maintenance fees to the BLM on 10 claims.  We expect to pay the fees on the remaining 31 claims as soon as possible.



French Gulch (Nevada) Mining Corp.



On June 23, 2004, the Company entered into a letter agreement whereby they proposed to acquire a 100% interest in the Washington Niagara Mining Partnership (the "partnership") by acquiring all of the outstanding partnership units for an aggregate purchase price of $1,500,000.  The property is located in Shasta County in California and consists of 28 patented and 27 unpatented lode mining claims ("the Washington Niagara Property").



During 2004, the Company paid a non-refundable deposit of $10,000, which allowed them to perform due diligence and a comprehensive feasibility audit on the property until September 30, 2004.   On October 6, 2004 the Company entered into a formal exploration agreement, with option to purchase, whereby their exclusive right to explore the Washington Niagara Property was extended to September 30, 2005.  Under the terms of this agreement, the Company is required to pay $15,000 in outstanding county taxes, option payments of $50,000 on each of June 1 and August 1, 2005, to pay all State and Federal claim and maintenance fees and to carry liability insurance of $1 million.  The option to purchase can be exercised at any time up to October 1, 2005.  If French Gulch exercises its option, it is required to make bimonthly option payments of $50,000 until production commences.  Once production commences French Gulch will be required to make bimonthly pay

ments of $175,000.  Ownership of the Property will transfer to French Gulch once the aggregate amount of option payments made total $1,500,000.



French Gulch has rights to explore in accordance with practices customary in the industry but not to mine the Property until the option is exercised.  Upon exercise of the option French Gulch will have all rights incident to ownership of real property allowed by law, including the right to develop and mine the property.



The Company has staked an additional 66 (sixty-six) unpatented claims in the French Gulch district to properly secure and encompass areas of known gold mineralization.  We have named these newly staked claims, along with the Washington -Niagara property, the French Gulch" properties.  The 66 claims staked by French Gulch are 100%-owned by French Gulch and are not subject to the agreement with the WN Partnership.



On May 19, 2005, the Company exercised it option with the Washington Niagara Mining Partnership to purchase the patented and unpatented mining claims, the mill, and other personal property.  At that time, the first bi-monthly payment of $50,000 was made less credits of $36,438.07 for a total of $13,561.93.



At September 30, 2005, the Company had made all payments and complied with all of the terms of the option related to the Washington Niagara agreement.



On August 31, 2005, the Company entered an agreement with the Stump Family Trust (Stump) giving French Gulch the exclusive right to explore, develop, and mine the property.  The property is located in Shasta County, California, adjacent to the French Gulch property, and consists of 1 patented lode mining claim ("Colorado Quartz Mine).  The option agreement is for an initial term of ten years and expires on July 21, 2015.



In order to maintain the Stump option in good standing, French Gulch is required to pay the owner annual payments starting July 21, 2006 in the following amounts: $2,500 per year until July 21, 2008, $3,500 per year until July 21, 2011, $4,500 per year until July 21, 2015.  French Gulch is also required to make all maintenance and lease fees as required to keep the property in good standing, and must have a comprehensive general commercial liability insurance policy in place having limits of not less than $1 million per personal injury occurrence and $100,000 for property damage protecting owner against any claims for injury to persons or damage to property resulting from French Gulchs operations.



Note 8 - Contractual Obligations



Bullion Rivers contractual obligations payable for the years ended September 30 are:



Bullion River Gold Corp.

Commitment Schedule

For year ending September 30,



|                |              |             |               |               |              |              |              |             
|--------------- | ------------ | ----------- | ------------- | ------------- | ------------ | ------------ | ------------ | ------------
|Option Payments | 2006         | 2007        | 2008          | 2009          | 2010         | 2011         | 2012         | 2013        
|Antone Canyon   | $     40,000 | $    40,000 | $      40,000 | $      40,000 | $     40,000 | $     40,000 | $     40,000 | $     40,000
|Corcoran Canyon | $     44,358 |             |               |               |              |              |              |             
|Cimarron        | $   119,024  |             |               |               |              |              |              |             
|North Fork      | $     48,000 | $    90,000 |               |               |              |              |              |             
|French Gulch    | $   302,500  | $  302,500  | $    302,500  | $    303,500  | $    303,500 | $    303,500 | $    304,500 | $    304,500
|                | $   553,882  | $  432,500  | $    342,500  | $    343,500  | $    343,500 | $    343,500 | $    344,500 | $    344,500



|                          |               |                 |                   |                   |                  
|------------------------- | ------------- | --------------- | ----------------- | ----------------- | -----------------
|Lease Obligatons          | 2006          | 2007            | 2008              | 2009              | 2010             
|Corporate Office Lease    | $     21,260  | $             - | $               - | $               - | $               -
|North Fork Office/Housing | $       6,965 | -               | -                 | -                 | -                
|Equipment                 | $       2,652 | 2,652           | 2,652             | 1,326             | -                
|                          | $     30,877  | $     2,652     | $       2,652     | $       1,326     | $               -



|                  |             |            |              |              |              |              |              |             
|----------------- | ----------- | ---------- | ------------ | ------------ | ------------ | ------------ | ------------ | ------------
|Total Commitments | $   584,759 | $  435,152 | $    345,152 | $    344,826 | $    343,500 | $    343,500 | $    344,500 | $    344,500





On November 18, 2004, the Company extended their lease on the original office space to February 28, 2006.  Payments under this lease $1,848 per month.



On November 18, 2004, the Company entered into a lease agreement for additional office space, for a fourteen-month term commencing January 1, 2005.  Payments under this agreement are $2,404 per month.



On April 12, 2005, the Company entered into a lease agreement for a copier/printer for a 48-month term to April 30, 2009.  Payment under this agreement is $221 per month.



On April 19, 2005, the Company entered into a rental agreement for office/housing space for the North Fork property whereby the Company is committed to pay $995 per month until April 30, 2006.



On August 25, 2005, the Company entered into an agreement for financial consulting services in the amount of $9,000 for the purpose of obtaining debt financing.



On August 25, 2005, the Company entered into a personal services agreement for investor communications and financial consulting for a 12-month term.  Payment under this agreement is $5,000 per month.  In addition to the cash payment, 75,000 shares of common stock will be issued by November 25, 2005.  This contract may be cancelled at any time before the end of the term with closing fees equal to two months fees.  If the contract remains in place after 3 months, an additional 225,000 shares of common stock will be issued.



On September 22, 2005, the Company entered into an investor relations service agreement to present Bullion River in Germany and other European countries for disseminating investor relations information and creating awareness of Bullion River in the European financial community.  This contract will start October 1, 2005 and continue for 12 months.  Payments under this agreement are EUR1000 per month.





NOTE 9  RELATED PARTY TRANSACTIONS

At September 30, 2005, the Company is indebted to Kristi Kuhn, the spouse of the Company president, in the amount of $11,930.   (See above section related to Loans Payable.)



At September 30, 2005, the Company is indebted to Centennial Development Co. in the amount of $772,374.  This company is controlled by Peter M. Kuhn, president of Bullion River.  (See above section related to Loans Payable.)

NOTE 10 - SUBSEQUENT EVENTS



In June 2005, the Company authorized an offering of 7.5 million units at $0.50 per unit.  Each unit consists of one restricted common share and one restricted share purchase warrant.  Each restricted warrant enables the qualified subscriber to purchase one additional restricted common share at a price of $0.75 for a period of two years.  During the month of October 2005, the Company raised $1,397,000 through this offering, which will primarily be used for exploration at French Gulch and North Fork, and reduction of trade payables.

On October 1, 2005, the Company contracted with PSH Management in a non-exclusive engagement to assist in investor communications for the purpose of finding investors.  All fees are commission based.

On October 3, 2005, the Company entered into an agreement with Preserve Communications for a period of 12 months to provide investor relations consulting.  Payment under this agreement is $3,000 per month and may be terminated at any time after 6 months.

On October 3, 2005, the Company entered into an operating lease with Sunbridge Capital, Inc. to lease (2) Caterpillar IT28G loaders for a period of 36 months in the amount of $5,736 per month.  These will be used at French Gulch and North Fork.

On October 4, 2005 the Company contracted with Axino AG in a non-exclusive engagement to assist in investor communications for the purpose of finding investors.  All fees are commission based.

On October 5, 2005, the Company contracted with Lexington Management Corp. for a 30-day period in a non-exclusive engagement to assist in investor communications for the purpose of finding investors.  All fees are commission based.

As of October 31, 2005, the Company has reduced loan payables from $924,304 to $401,804, and accounts payable and accruals from $960,944 to $342,874.





Item 2.    Managements Discussion and Analysis or Plan of Operation.

RESULT OF OPERATIONS

Discussion of Revenue



Management anticipates that significant revenues will not be achieved unless Bullion River locates and commercializes viable mineral properties. There can be no assurance that Bullion River will locate viable gold or silver reserves. If Bullion River does not locate viable reserves it may not be able to enter into commercial production. In particular, commercializing mineral properties will require significant funding that Bullion River may not be able to secure.



Expenses for the quarter ending September 30, 2005 vs. September 30, 2004



Bullion River expenses totaled $821,696 for the three months ended September 30, 2005, an increase of $291,542 or 55% over the three months ended September 30, 2004. This amount is net of a credit to exploration in the amount of $181,852 related to the following:





A reclassification of North Fork electrical infrastructure costs to fixed assets, which were expensed in 2004, in the amount of $148,210.



A reclassification of workers compensation insurance costs for North Fork to long term deposit, which was expensed in 2004, in the amount of $33,642.

The increases were primarily employee wages, taxes, and other related expenses of $158,687, exploration costs of $30,280professional fees of $54,123,travel related of $6,455, investor communications of $11,926, insurance of $2,871, office rent and utilities of $22,267, depreciation on fixed assets of $28,704, and finally an increase as a result of the credit in 2004 for the forgiveness of debt in the amount of $6,839. These increases reflected converting much of last years consulting to employee costs, additional legal fees associated with the recent SB2 filing and preparing for the private offering in October 2005, and required corporate support functions. These expenses were partially offset by lower consulting fees of $25,216. Also, there was a credit to miscellaneous operating expense of $56,312 primarily associated with the reconciliation of accounts payable as a result of the changeover in accounting servi

ces at April 1, 2005.



Other expense includes non-operating revenue from the sale of burnt timber from last years forest fire at French Gulch, which was sold to a lumber company for $54,800, interest associated with short term debt and payables in the amount $51,108, and interest and penalties to impacted shareholders related to the delayed SB2 filing in the amount of $55,381.



Expenses for the nine months ending September 30, 2005 vs. September 30, 2004



Bullion River expenses totaled $4,316,931 for the nine months ended September 30, 2005, an increase of $2,528,864 or 141% over the nine months ended September 30, 2004. Most of this increase was due to the expansion of Bullion Rivers exploration program, which was $1,556,295 of the variance. Note, this amount is net of a credit in the amount of $181,852 related to the following:





A re-class of North Fork electrical infrastructure costs to fixed assets, which were expensed in 2004, in the amount of $148,210.



A re-class of workers compensation insurance costs for North Fork to long term deposit, which was expensed in 2004, in the amount of $33,642.

Other increases were primarily employee wages, taxes, and other related expenses of$523,740, professional fees of $197,703, office supplies and expense$6,962, travel related of $100,672, investor communications of $62,506, insurance of $25,625, and office rent and utilities of $53,545, depreciation on fixed assets of $49,357, and finally an increase as a result of the credit in 2004 for the forgiveness of debt in the amount of $6,839. These increases reflected converting some of last years consulting to employee costs, additional legal fees associated with the private offering in early 2005, the recent SB2 filing, preparing for the private offering in October 2005, and required corporate support functions. These expenses were partially offset by lower consulting fees of $59,343 and licenses & fees of $15,813. Also, there was a credit to miscellaneous operating expense of $30,733, which is primarily related t

o a credit of $31,533 associated with the reconciliation of accounts payable as a result of the changeover in accounting services at April 1, 2005.



Other expense includes non-operating revenue from the sale of burnt timber from last years forest fire at French Gulch, which was sold to a lumber company for $54,800, interest associated with short term debt and payables in the amount $51,305, and interest and penalties to impacted shareholders related to the delayed SB2 filing in the amount of $55,381.



LIQUIDITY AND FINANCIAL CONDITION



Cash and Working Capital



Bullion River had a cash balance of $22,717 on September 30, 2005. For the nine month period ending September 30, we had net cash outflow of $250,613.





We used $4,092,018 for operating activities. This operating cash outflow is represented by an operating loss of $4,316,931, an increase in supply inventory of $51,486, an increase in other current assets of $28, an increase in deposits of $167,397, and is partially offset by a decrease in prepaid expenses of $6,947, an increase in accounts payable of $381,501, and depreciation of $55,377.



We had cash outflow in investment activities of $228,498, which was used for the purchase of fixed assets.



We had cash inflow from financing activities totaling $4,069,930 from an increase of current liabilities in the amount of $55,381, an increase of loans from related parties of $784,304, an increase in loans payable in the amount of $40,000, and sales of common shares resulted in $3,190,246.



There was a decrease of $27 related to exchange rate.

A decrease in working capital of $1,467,231 was due to a decrease in current assets of $206,046 and an increase of $1,728,697 in current liabilities. Bullion River has an accumulated deficit of $7,427,680 since inception and has a shareholders deficit of $1,291,612. We have no contingencies or long-term agreements except for our commitments under the option agreements, premises, and rentals.



Internal and External Sources of Liquidity



Bullion Rivers mineral exploration programs are limited and restricted by the amount of working capital that Bullion River has and is able to raise from financings. Bullion Rivers current operating funds are less than necessary to complete proposed mineral exploration programs for each of the Subsidiaries. As a result, planned exploration programs during the 3rd quarter of 2005 at Antone Canyon, Cimarron, Corcoran Canyon, Painted Hills, and Wenban Springs were put on hold and all financial resources were redirected to exploration at French Gulch and North Fork until additional financing is available.



We anticipate continuing to rely on private loans, equity sales of common shares or joint ventures with other exploration companies in order to fund our exploration program and pre-production program. Acquiring additional financing would be subject to a number of factors, including the market prices for gold and silver, investor acceptance of Bullion Rivers mineral claims, and investor sentiment. These factors may make the timing, amount, terms or conditions of additional financing unavailable to Bullion River. Typically, the most likely source of future funds to Bullion River would be through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. The only other anticipated alternatives for the financing of further exploration would be financing in the form of notes payable, or private loans, or the offering by Bullion River of an interest in the mineral claims to be earned by another party or parties carrying out furt

her exploration thereof, which is not presently contemplated.



PLAN OF OPERATIONS



Summary



During the 3rd quarter of 2005, we concentrated our activities at two projects: French Gulch and North Fork in California.



At French Gulch, we completed approximately 31,836 feet of underground core drilling in 64 holes at the Washington mine establishing 4 mineable veins: the Lucky-7, the Washington, the Dean, and the No. 2. High-grade gold mineralization and visible gold were encountered along the vein zones.



At North Fork, work in the third quarter continued on site preparation and rehabilitating the historic underground workings.



During 2005 we plan to continue exploration of French Gulch, where we will proceed with a new decline, and take a bulk sample in early 2006. In addition to this, we will continue to rehabilitate the underground workings at North Fork. Both of these are discussed in more detail in the sections below.



We will continue to seek projects that contain high grades and large tonnage of gold or silver as well as projects that contain the potential for mineralization concealed under post-mineral cover. This focus is primarily in the Mother lode belt in California and the Great Basin of the western United States. There is no assurance that we will locate high grades and large tonnages of mineralization, or locate projects that contain the potential for mineralization concealed under post-mineral cover, or that there is sufficient high grade or large tonnage of gold or silver to make a project commercially viable.



Unless our anticipated production projects contain commercially viable sources of gold or silver and until such time as we achieve significant revenues from the sales of gold or silver, we will continue to incur losses. The costs associated with bringing a commercially viable mine into operation are significant, and we cannot guarantee that we will be able to obtain the required working capital to bring a mine into commercial production.



We are not currently conducting any research and development activities other than the development of our website. We do not anticipate conducting such activities in the near future except for the possible development of our mineral properties. As we proceed with our production and exploration programs we will need to hire independent contractors as well as purchase or lease additional equipment.



The following information concerning the mining properties of Bullion River Gold has been compiled by Bullion Rivers president, Peter M. Kuhn, M. E. and Glenn Blachford, vice president of engineering, with guidance from historical data.



French Gulch Nevada Mining Corp. - (French Gulch property)



Land



On May 19th, 2005, we exercised our option to purchase the French Gulch project from the WN Partnership. The purchase calls for a total cash payment of $1,500,000. All previous payments made by Bullion River Gold Corp. will be deducted from the total payment due. Bi-monthly payments vary from $50,000 to $175,000, once production begins. If the mine is in production by January 1, 2006, a full buy out for the remaining amount has to be made on July 1, 2006.



Plant and Equipment



The French Gulch project includes a mill that operated as recently as 2002, consisting of gravity and flotation circuit as well as a furnace for producing dore bricks. There are also some small tools, and rail bound equipment on the property.



Location & Background



The Washington Niagara property consists of approximately 1824 acres, of which approximately 490 acres are patented lands. The property is located within the French Gulch mining district of the Klamath Mountains province, 15 miles northwest of Redding in northwestern California. French Gulch has been the largest producer in the province, yielding an estimated 1.5 million ounces of gold and it contains the highest grades in the province, with ore shoots typically grading above 0.50 opt and commonly above 1.0 opt. Coarse visible gold is common.



The Niagara mine workings, about 3,500 feet west of Washington, are at present inaccessible. The mine consisted of 10 levels that exploited veins similar to those at Washington, with production over 500 feet vertically and along 1,200 feet of strike. The property has produced at least 200,000 ounces of gold, but production records are incomplete.



Current status



We do not claim to have any ores or reserves whatsoever at this time on the French Gulch Claims.



As planned, we completed approximately 31,836 feet of underground core drilling in 64 holes. This area represents less than 10 acres, a small portion of the Washington Mine area and the overall property. High grade gold mineralization with visible gold was encountered in the targets. The drilling program tested the vein systems of the Washington Mine, and established 4 mineable veins: the Lucky-7, Washington, the Dean, and No. 2. Their depth extends to 300 feet below known and mined areas. The latest assay results of this drill program continue to feature multiple ounce holes along with a highlight of 6.008 opt hit in the Washington vein.



Site crews have demobilized the diamond drill station, continuing to cleanup the portal area, and preparing for the installation of supporting infrastructure. In addition, the areas around the mill and the boneyard are being cleaned up to facilitate reclamation and construction activities once a production decision is made.



Site crews were involved with the support functions necessary to meet statutory requirements for project oversight, ventilation air testing and site security.



As of the 3rd quarter ending September 30, 2005, we have spent $1,874,488 in exploration costs at French Gulch.



Proposed Exploration



After concluding the evaluation from the drilling program and the re-evaluation of the existing mill, we are making preparations for test mining and bulk sampling of the central Washington and Lucky-7 veins with possible expansion to the Dean and No. 2 veins. We plan to drive a new decline from the mill yard to access the Washington and Lucky-7 veins for excavation of the bulk sample. This leg of the decline will be approximately 1750 feet. Diamond drill stations are planned every 400 feet. Drilling is planned to commence in 1st quarter 2006.



This new decline will also access the Niagara mine. This distance between the Washington and Niagara mines will be approximately 2500 feet in length. This leg of the decline is also planned to have diamond drill stations every 400 feet.



We are also planning surface exploration drilling between the Niagara and Washington mines. The drilling will first test below the historically mined levels at the Niagara Mine. We expect to continue with surface core drilling in other targets between the Washington and Niagara mine areas due to potential parallel veining, as is represented by the Lucky-7 and Washington veins. As noted above, the area tested by drilling to date represents about 1% of the overall property, so there is substantial potential for additional vein structure. The surface drill program will help determine underground drill targets.



Exploration and bulk sampling costs for the 4th quarter 2005 are estimated to be $2.04 million.



Resource calculations are expected to be completed in 4th quarter 2005. As we continue with diamond drilling, information will be incorporated into detailed 3-D modeling.



Test mining from the new decline will start on the Lucky-7 vein and later be extended to the Washington, Dean and No. 2 veins. The first ore is planned to be mined in January 2006, and completed by the end of the first quarter 2006. Overall, a minimum of 2,000 tons of material will be mined from the main veins, and processed at the French Gulch Mill.



Estimates at this time for mine development, bulk sampling and exploration are $5.3 million for the first quarter 2006.



Although, gold prices fluctuate, current gold prices are at $463 per oz., well above our target of $400.  Further evaluation on the existing mill facilities indicate that with some additional modifications, the mill should be ready to process the proposed bulk sample rather than completing mill expansion at this time. This upgrade will enable the company to process 215 tons per day efficiently at a reduced cost, and delay the mill expansion until needed for full production. The current estimate for this mill upgrade is $200,000.



We continue to plan for mill rehabilitation and expansion, and have retained Pace Civil Inc. of Redding to assist in the engineering work required to convert the mill from its current capacity to the desired 500 tpd capacity. Pace Civil is a multi disciplined engineering group based in Redding, CA and is capable of providing the detailed civil, mechanical, structural and electrical engineering necessary to meet the various building codes and requirements of the State of California and Shasta County. Pace Civil will work with SRK Consulting to complete the design requirements necessary for submission to the Shasta County Department of Resource Management to allow granting of a building permit for the project.



We intend to proceed with engineering work focused on the completion of the mill design and other infrastructure requirements. This includes:





Foundation design for the fine ore bin



Design of supports / foundations for the larger ball mill.



Procurement of equipment.



Provision of structure over outdoor flotation cells and electrical equipment.



Revision of site electrical distribution system to reflect operational changes from previous operations.



Inclusion of Knelson concentrator, shaking tables and filtration facilities in mill design.



Design of site office / dry / shop building.



Development of new reclamation plan for the site reflecting changes in provision for waste storage and proactive reclamation proposals.



Design of mine backfill system.



Emergency spill response program.



Estimates at this time for the mill rehabilitation are $1.8 million, which could be completed in 2nd quarter 2006.



The bulk sampling and mill upgrade will be completed in a staged schedule to meet permitting requirements. Several of the items have to be completed prior to the issuance of a county building permit. The revised reclamation plan must be developed and approved prior to resuming milling operations. This requires a new bonding calculation be completed and the plan be approved by the State Department of Conservation under the SMARA requirements, Shasta County, the Bureau of Land Management and the Regional Water Quality Control Board.



North Fork Mining Corp.



Plant and Equipment



The plant consists of electrical infrastructure and equipment to support initial mining operations. We own some tools and storage facilities at the North Fork Property.



Location & Background



The North Fork project is in the Alleghany mining district in the northern part of the Mother Lode Gold Belt in northeastern California, 35 km northeast of Grass Valley and about 3.5 km northwest of the Sixteen-to-One mine. North Fork Mining controls 42 unpatented mining claims under a lease with an option to purchase and is obligated to make advance royalty payments to the lessor of $2000 per month between July 1st 2005 and July 1st 2006.



The Alleghany mining district is within the northern portion of the Mother Lode Belt and on the north side of the Grass Valley mining district. The Grass Valley and Alleghany districts are notable for their high gold grades and for the largest gold production among all mesothermal vein camps in western North America.



At North Fork, data from historic underground examinations indicate a 240m wide zone containing steeply-dipping gold-bearing quartz veins locally exceeding 6m in width. Assays grading above 0.5 opt (15 g/t) Au are common and nearly continuous along the approximately 600 feet of vein-parallel drifting on 3 levels covering about 50 meters vertically. Grades exceeding 1 opt are also common. Based on the historic assays, there is an inferred resource of 100,000 tons grading at least 0.5 oz/ton; however, additional exploration drilling is necessary to develop a mineable reserve.



Given the high gold grades at North Fork, the limited development, the reported widths of the veins, and its location along strike with major gold vein systems at nearby Alleghany, we believe the project may lead to the discovery of new high-grade reserves amenable to underground mining. There has been no systematic modern exploration on the property.



Current status and Proposed Exploration



We do not claim to have any ores or reserves whatsoever at this time on the North Fork Property.



During the quarter ending September 30, 2005, site crews continued rehabilitation of the Uncle Sam Decline. The existing portal sets were previously examined and it was decided to leave the sets in place for the duration of the initial rehabilitation and exploration phases. Should the mine proceed to the production phase, it is expected that the existing sets will be removed and replaced at some future date, with larger profile sets, to allow the existing decline to serve its planned long term functions of return airway / escape way and waste rock conveyor gallery.



Immediately past the end of the portal sets, we encountered an extensive caved area, which is currently being secured. This area extends approximately 200 feet down the decline. The caved area is sequentially being mucked out and secured with wire mesh, rockbolts and shotcrete. The crown area has been secured over its length and it is expected that the remainder of the cave down to the invert will be cleared and secured in early October.



Immediately below the caved area, the decline is open for some distance until the next caved area is encountered. The open area is planned to be secured with bolts and mesh, with shotcrete being added as and when required.



As of the 3rd quarter ending September 30, 2005, we have spent $682,107 in exploration costs at North Fork.



Subject to our ability to raise sufficient funds, we will continue decline rehabilitation as planned. The rate of advance has been better than expected through the caved portions of the decline. The work is currently being completed on a single shift basis. The majority of the equipment required to complete the rehabilitation phase is onsite.



Upon completion of the rehabilitation of the decline, some underground development will be required to prepare one or more diamond drilling stations. This will include:





Excavation and securing of the diamond drill station



Excavation and securing underground explosives magazines



Installing transformers and cable from surface to the underground drill station

Initial exploratory drilling is planned from the existing upper level. Depending on the results of the early drilling program and the geological information gained from that activity it may be necessary to advance an exploration drift into what is expected to be the hanging wall of the deposit. This will facilitate the drilling of a pattern of fanned holes back into the deposit from a more advantageous angle.



Depending on the success of the exploration drilling program it is expected that a decision regarding production from the North Fork property may be expected by mid 2006.



Exploration costs are estimated to be $300,000 through December 31, 2005.



Corcoran Canyon Mining Corp.



Plant and Equipment



We do not own a plant and there is no equipment on the property.



Location & Background



Lands in the Corcoran Canyon project are administered by the U.S. Bureau of Land Management and the U.S. Forest Service. The project consists of 41 unpatented claims under lease and 89 unpatented claims controlled 100% by Bullion River Gold Corp. In order to maintain the leased claims, we must spend at least $50,000 annually through 2005.



The project is in Nye County, Nevada, 80 km north of Tonopah and 19 km east of the Round Mountain gold mine (15 Moz Au). The project is within a regional north-trending mineralized belt that includes the volcanic-hosted and sediment-hosted gold-silver deposits of Goldfield, Tonopah, Midway, Manhattan, Round Mountain, Gold Hill and Northumberland.



Current status and Proposed Exploration



We do not claim to have any ores or reserves whatsoever at this time on the Corcoran Canyon Property.



We are planning to conduct exploration to determine what amount of minerals, if any, exist on the Corcoran Canyon Property and if any minerals that are found can be economically extracted and profitably processed. Our exploration program is designed to economically explore and evaluate the Corcoran Canyon Property.



We conducted no exploration of the Corcorran Canyon property during the 3rd quarter 2005. As of September 30, 2005, the Company was not in compliance with the option agreement because it had not made the required minimum exploration expenditures in the amount of $50,000 for the year ending February 28, 2005. A verbal agreement has been made with the owner to continue exploration in 2006, which will bring the overall agreement into compliance.



As of the 3rd quarter ending September 30, 2005, we have spent $16,484 on exploration at Corcorran Canyon.



Wenban Spring Mining Corp.



Plant and Equipment



We do not own a plant and there is no equipment on the property.



Location and Background



The project originally consisted of 238 unpatented mining claims 100% owned by Wenban and within lands administered by the U.S. Bureau of Land Management (BLM). As of September 30, 2005, the Company has paid claim maintenance fees to the BLM on 20 claims. We expect to re-stake, file, and pay the fees on the remaining 218 claims as soon as possible.



Wenban Spring lies along the west side of the northwest-trending Battle Mountain - Eureka Mineral Belt, which contains a number of productive, bulk-mineable, sediment-hosted and volcanic-hosted gold deposits, including Pipeline (+11 Moz Au), Cortez Hills, Cortex, Tonkin Springs, Horse Canyon, Gold Bar, Ruby Hill, Toiyabe and Buckhorn.



The Wenban Spring Property is southwest of the Cortez Hills and Pediment gold deposits (~ 9 Moz gold @ ~ 4.4 g/t Au) controlled by the Cortez Joint Venture (CJV). The Property directly adjoins claims held by the CJV and lies within 6 miles (9.6 km) southwest of the Cortez Hills deposit. Cortez Hills is a world-class, bulk-mineable Carlin-type gold system discovered in 2002. Wenban Spring is on the west edge of the same valley. Four miles (6 km) southwest of Wenban Spring is the Toiyabe Carlin-type gold deposit, which produced about 90,000 ounces of gold from an open pit operation from 1987 to 1993. There has been no exploration drilling conducted on the Wenban Spring property.



Current status and Proposed Exploration



We do not claim to have any ores or reserves whatsoever at this time on the Wenban Spring property.



We must conduct exploration to determine what amount of minerals, if any, exist on the Wenban Spring property and if any minerals that are found can be economically extracted and profitably processed. Our exploration program is designed to economically explore and evaluate the Wenban Spring property.



During the second quarter of 2005, we completed three reverse-circulation drill holes at Wenban totaling 1885 feet. No significant gold mineralization was encountered; however, due to technical problems with the drilling equipment, none of the holes was completed to the desired depths. We expect to maintain the property and conduct further exploration in 2006.



During the 3rd of 2005, the reclamation was approved by the BLM on the old Thomas Creek claims. As a result, we are waiting the return of the $6,000 bond from the BLM.

As of the 3rd quarter ending September 30, 2005, we have spent $125,970 on exploration at Wenban Spring.



Painted Hills Property



Location and Background

In February 2004, Bullion River Gold staked 41 unpatented claims in the Painted Hills district in northwestern Nevada. The claims were 100% owned by Bullion River Gold Corp. As of September 30, 2005, the Company has paid claim maintenance fees to the BLM on 10 claims. We expect to pay the fees on the remaining 31 claims as soon as possible.



The Painted Hills project is in Humboldt County, Nevada, 135 km northwest of Winnemucca. The nearest significant gold producers are the Sleeper mine, 86 km to the southeast, and the Hog Ranch mine, 88km to the southwest. There has been no gold exploration drilling in the project area. During the 1970's, several geothermal test holes were drilled during a regional geothermal exploration program; hot springs occur about 16 km to the northeast.



Based on our studies, we believe that the geologic setting and alteration patterns are characteristic of productive epithermal gold systems in the region (Midas, Sleeper, Ivanhoe-Hollister, and Rosebud). The Painted Hills project has important geologic similarities to multi-million ounce epithermal gold deposits of the northwestern Great Basin, notably the Sleeper and Midas deposits. Potential exists at Painted Hills for discovery of a new, high-grade gold vein system.



Plant and Equipment



We do not own a plant or any equipment on the Painted Hills Property.



Current Status and Proposed Exploration



We do not claim to have any ores or reserves whatsoever at this time on the Painted Hills Property.



We must conduct exploration to determine what amount of minerals, if any, exist on the Painted Hills Property and if any minerals that are found can be economically extracted and profitably processed.



We conducted no exploration activities at Painted Hills during the 3rd quarter of 2005, and none are planned for the remaining three months of 2005.



During the 3rd quarter ending September 30, 2005, we spent $1,483 on exploration at Painted Hills.



Antone Canyon Mining Corp.



Plant and Equipment



We do not own a plant or any equipment on the Antone Canyon Property.



Location & Background



The Antone Canyon Project is in Nye County, Nevada, 70km north of Tonopah and 13km southeast of the Round Mountain gold mine (15 Moz Au) operated by Barrick Gold Corporation and Kinross Gold Corporation. Lands within the project are administered by the U.S. Forest Service. The project consists of 60 unpatented mining claims under lease. In order to maintain the project, we must make annual payments to the lessor of $40,000 due in December.



Previous operators completed shallow reverse-circulation and rotary drilling from 1983 to 1985 (55 holes totaling 5,090m), and shallow core drilling in 1999 (5 holes totaling 524m). Drilling of the high-grade structures has been limited to within 100m of surface.



There are high grade drill-hole and trench intersections in the Antone Saddle area. The intersections are distributed over an area approximately 300m by 100m, and mineralized structures are open along strike and below the shallow levels drilled (100m). Significant soil and rock-chip anomalies to 12.7 g/t Au and shallow drill intersections grading above 3 g/t Au occur more than 600m east and 600m west of the Antone Saddle area.



Current status and Proposed Exploration



We do not claim to have any ores or reserves whatsoever at this time on the Antone Property.



No exploration activities were conducted during the 3rd quarter of 2005, and none is planned for the remainder of 2005.



We spent $7,796 on exploration at the Antone Canyon property.



Cimarron Mining Corp.



Plant and Equipment



We do not own a plant or any equipment on the Cimarron Property.



Current Status and Proposed Exploration



We do not claim to have any ores or reserves whatsoever at this time on the Cimarron Property.



We must conduct exploration to determine what amount of minerals, if any, exist on the Cimarron Property and if any minerals that are found can be economically extracted and profitably processed.



We conducted no exploration activities at Cimarron during the 3rd quarter of 2005, and none are planned for the remaining three months of 2005. As a result, the company is not in compliance with the option agreement. A verbal agreement has been made with the owner to continue exploration in 2006, which will bring the overall agreement into compliance.



During the 3rd quarter ending September 30, 2005, we spent $3,234 on exploration at Cimarron.



OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.



Item 3.   Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report on Form 10-QSB, our Chief Executive Officer and our Chief Financial Officer performed an evaluation of the effectiveness of and the operation of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by the report on Form 10-QSB, our disclosure controls and procedures are effective in timely alerting them to material information relating to Bullion River Gold Corp. required to be included in our Exchange Act filings.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended September 30, 2005 that has materially affected, or is reasonably likely to materially affect, the our internal control over financial reporting.















PART II  OTHER INFORMATION

Item 1.   Legal Proceedings.

None.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

(a)

Unregistered Sales of Equity Securities.

No unregistered securities of registrant were sold by registrant during the three-months ended September 30, 2005.

(b)

Use of Proceeds

On August 18, 2005, the Securities and Exchange Commission declared effective our registration statement on Form SB-2 (File No. 333-124806) regarding the Companys registration for resale by selling stockholders 15,527,503 shares of its commons tock, including 1,025,000 shares of its common stock issuable exercise of its outstanding Class B1 Warrants, and 6,851,925 shares of its common stock issuable upon exercise of its outstanding Class B2 Warrants.

Bullion River will not receive any proceeds from the resale of the common shares by the selling stockholders.  All proceeds will be received by selling stockholders.   In the event that all of the Class B1 and Class B2 warrants are exercised, Bullion River will receive $8,389,425. Bullion River will use such proceeds, if any, for general corporate purposes including working capital and repayment of any then existing indebtedness.  Bullion River paid for the expenses of the registration of the warrants and the selling stockholders offering.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Submission of Matters to a Vote of Security Holders.

None.

Item 5.

Other Information.

The Securities and Exchange Commission declared our registration statement on Form SB-2 effective on August 18, 2005.

Item 6.

Exhibits .

(a) Exhibits.

Exhibit

Item

31.1

Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

* This exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.











SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                    |  |                                       
|------------------- |  | --------------------------------------
|                    |  | BULLION RIVER GOLD CORP.              
|                    |  |                                       
|Date: March 9, 2006 |  | /s/ Peter M. Kuhn                     
|                    |  | Peter M. Kuhn, Chief Executive Officer
|                    |  |