<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

   [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

               For the quarterly period ended: September 30, 2007

   [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

           For the transition period from ____________ to____________

                          Commission File No. 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          (I.R.S. Employer Identification No.)
   incorporation or organization)

                         3500 Lakeside Court, Suite 200
                               Reno, Nevada 89509
                     (Address of Principal Executive Office)

Issuer's Telephone Number, including Area Code: (775) 324-4881

Check whether the Issuer (1) has filed all reports required to be filed by
Sections 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Issuer is a shell company (as defined by Rule
12b-2 of the Exchange Act) Yes [ ] No [X]

The number of shares outstanding as of November 28, 2007:   63,286,239

Transitional small business disclosure format (check one): Yes [ ] No [X]


<PAGE>


                                     INDEX

PART I       FINANCIAL INFORMATION                                         PAGE

Item 1       Consolidated Financial Statements (Unaudited):                   3
             Consolidated Balance Sheets                                      4
             Consolidated Statements of Operations and Comprehensive
               Income (Loss)                                                  5
             Consolidated Statements of Cash Flows                            6
             Notes to the Consolidated Financial Statements                   7
Item 2       Management's Discussion and Analysis and Results of
               Operations                                                    17
Item 3       Controls and Procedures                                         19

PART II      OTHER INFORMATION                                               20






                                       2
<PAGE>


ITEM 1.   FINANCIAL STATEMENTS.

The Financial Statements of the Registrant required to be filed with this 10-QSB
Quarterly Report were prepared by management, and commence on the following
page, together with related Notes. In the opinion of management, the Financial
Statements fairly present the financial condition of the Registrant.




                                       3
<PAGE>


<TABLE>
<CAPTION>
                                              BULLION RIVER GOLD CORP.
                                            CONSOLIDATED BALANCE SHEETS
                                   AS AT SEPTEMBER 30, 2007 AND DECEMBER 31, 2006

                                                                                 SEPTEMBER 30,        DECEMBER 31,
                                                                                     2007                 2006
                                                                                 ------------         ------------
                                                                                  (Unaudited)           (Audited)
<S>                                                                              <C>                  <C>
                                     ASSETS
Current Assets:
     Cash                                                                        $       --           $    146,509
     Accounts receivable                                                               88,654                 --
     Other receivable                                                                  65,000                 --
     Inventory in process                                                             284,358              125,065
     Prepaids and other current assets                                                457,509              460,022
     Supplies inventory                                                                22,022               64,065
                                                                                 ------------         ------------
         Total current assets                                                         917,543              795,661
                                                                                 ------------         ------------

Property and equipment, net                                                         3,130,093            2,556,694
                                                                                 ------------         ------------

Other assets:
     Investment securities                                                               --                 63,000
     Deposits                                                                          94,593              289,177
     Restricted reclamation deposits                                                  173,631              170,709
                                                                                 ------------         ------------
         Total other assets                                                           268,224              522,886

                                                                                 ------------         ------------
TOTAL ASSETS                                                                     $  4,315,860         $  3,875,241
                                                                                 ============         ============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
     Accounts payable and accrued liabilities                                    $  4,238,167         $  2,144,150
     Bank overdraft                                                                    67,431                 --
     Short term loans                                                               2,707,717                 --
     Forward sales contracts                                                        2,903,182                 --
     Current portion of convertible debt, net of discount                           2,451,405                 --
     Current portion of capital lease obligations                                     218,304              226,608
     Interest payable on convertible debt                                             364,507              118,815
                                                                                 ------------         ------------
         Total current liabilities                                                 12,950,713            2,489,573
                                                                                 ------------         ------------

Long term liabilities:
     Convertible debt, net of discount                                              2,370,211            2,187,348
     Capital lease obligations                                                        161,219              227,732
     Reclamation obligations                                                          113,599              109,101
                                                                                 ------------         ------------
         Total long term liabilities                                                2,645,029            2,524,181
                                                                                 ------------         ------------

Total liabilities                                                                  15,595,742            5,013,754
                                                                                 ------------         ------------

Shareholders' deficit:
     Common stock; authorized 200,000,000 shares, $0.001 par value.
          Issued and outstanding 63,286,239 and 59,282,372, respectively.              63,286               59,282
     Additional paid in capital                                                    27,117,299           22,836,794
     Shares subscribed                                                              1,427,275               15,244
     Other comprehensive income / (loss)                                                 --                 18,038
     Accumulated deficit                                                          (39,887,742)         (24,067,871)
                                                                                 ------------         ------------
         Total shareholders' deficit                                              (11,279,882)          (1,138,513)
                                                                                 ------------         ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                                      $  4,315,860         $  3,875,241
                                                                                 ============         ============

                         The accompanying notes are an integral part of these consolidated
                                               financial statements.
</TABLE>

                                                         4
<PAGE>


<TABLE>
<CAPTION>
                                              BULLION RIVER GOLD CORP.
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE THREE AND NINE MONTH PERIODS ENDING SEPTEMBER 30, 2007 AND 2006


                                            THREE MONTHS ENDED SEPTEMBER 30,          NINE MONTHS ENDED SEPTEMBER 30,
                                           ---------------------------------         ---------------------------------
                                               2007                 2006                 2007                2006
                                           ------------         ------------         ------------         ------------
                                           (Unaudited)          (Unaudited)           (Unaudited)          (Unaudited)
<S>                                        <C>                  <C>                  <C>                  <C>
Revenues:
 Precious metal sales                      $  1,231,358         $       --           $  2,506,501         $       --

Cost of goods sold:
 Direct production expenses                   1,999,322                 --              5,187,247                 --
                                           ------------         ------------         ------------         ------------

Gross loss                                     (767,964)                --             (2,680,746)                --
                                           ------------         ------------         ------------         ------------

Operating expenses:
 Exploration and development                  1,440,594            3,036,632            5,096,651            7,408,787
 General and administrative                     790,056              799,503            3,822,564            2,248,872
 Stock based compensation                        79,112                 --                229,207                 --
 Depreciation and accretion                     192,512              122,269              514,754              289,331
                                           ------------         ------------         ------------         ------------
    Total operating expenses                  2,502,274            3,958,404            9,663,176            9,946,990
                                           ------------         ------------         ------------         ------------

Loss from operations                         (3,270,238)          (3,958,404)         (12,343,922)          (9,946,990)
                                           ------------         ------------         ------------         ------------

Other income (expense):
 Interest income                                  3,140                4,994               20,793               19,869
 Interest expense                              (979,197)            (246,857)          (2,952,100)            (269,257)
 Loss on forward sales                         (235,008)                --               (461,231)                --
 Gain on settlement of debt                      15,836                 --                 43,016                 --
 Loss on sale of assets                         (87,020)                --                (87,020)                --
 Loss on sale of investment                     (60,543)                --                (60,543)                --
 Non-operating income, net                        1,693               58,650              126,219               57,470
                                           ------------         ------------         ------------         ------------
    Total other income (expense)             (1,341,099)            (183,213)          (3,370,866)            (191,918)
                                           ------------         ------------         ------------         ------------

Net loss before income taxes                 (4,611,337)          (4,141,617)         (15,714,788)         (10,138,908)
 Income taxes                                      --                   --                   --                   --
                                           ------------         ------------         ------------         ------------

Net loss                                     (4,611,337)          (4,141,617)         (15,714,788)         (10,138,908)

Other comprehensive income:
 Unrealized holding loss                          9,000                 --                (18,038)                --
                                           ------------         ------------         ------------         ------------

NET COMPREHENSIVE LOSS                     $ (4,602,337)        $ (4,141,617)        $(15,732,826)        $(10,138,908)
                                           ============         ============         ============         ============

Basic and diluted loss per share           $      (0.07)        $      (0.07)        $      (0.25)        $      (0.20)
                                           ============         ============         ============         ============

Weighted average shares outstanding          63,286,239           57,596,208           63,284,588           51,801,859
                                           ============         ============         ============         ============
</TABLE>



                                                         5
<PAGE>


<TABLE>
<CAPTION>
                                                 BULLION RIVER GOLD CORP.
                                            CONSOLIDATED CASH FLOW STATEMENTS
                                  FOR THE NINE MONTHS ENDING SEPTEMBER 30, 2007 AND 2006

                                                                                        NINE MONTHS ENDED SEPTEMBER 30,
                                                                                       ---------------------------------
                                                                                           2007                2006
                                                                                       ------------         ------------
                                                                                        (Unaudited)          (Unaudited)
<S>                                                                                    <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES

    Net loss for the period                                                            $(15,714,788)        $(10,138,908)

    Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation expense                                                                  510,256              284,787
      Accretion expense                                                                       4,498                4,544
      Amortization related to debt discounts                                              2,173,148              188,522
      Equity instruments issued for services and expenses                                   688,063              371,693
      Gain on settlement of debt                                                            (43,016)                --
      Loss on sale of assets                                                                 87,020                1,190
      Net non-cash gain on investment valuation                                             (72,000)                --
      Loss on sale of investment                                                             60,543                 --

    Changes in operating assets and liabilities:
    (Increase) decrease in:
        Accounts receivable and other receivable                                           (153,654)                --
      Inventory in process                                                                 (159,293)                --
      Prepaids and other current assets                                                       2,475              150,455
      Supplies inventory                                                                     42,043              (23,235)
      Deposits                                                                              191,662              148,795
    (Decrease) increase in:
      Accounts payable and accrued liabilities                                            2,094,017              639,323
      Forward sales contracts                                                             2,353,179                 --
      Interest payable on convertible debt                                                  245,692               32,062
      Bank overdraft                                                                         67,431                 --
                                                                                       ------------         ------------
        Net cash used in operating activities                                            (7,622,724)          (8,340,772)
                                                                                       ------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of property and equipment                                                   (1,203,992)          (2,038,581)
    Sale of Fixed Assets                                                                    165,000                 --
    Sale of investment securities                                                            29,980                 --
                                                                                       ------------         ------------
        Net cash used in investing activities                                            (1,009,012)          (2,038,581)
                                                                                       ------------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES

    Loans from related parties                                                                 --                (13,453)
    Payments on capital leases                                                             (180,023)                --
    Proceeds from short term loans                                                        3,370,000                 --
    Payments on short term loans                                                             (5,000)                --
    Proceeds from sale of convertible debt                                                1,400,000            2,715,948
    Proceeds from sale of common shares                                                   4,071,275            8,614,717
    Offering costs                                                                         (171,025)            (843,406)
                                                                                       ------------         ------------
        Net cash received from financing activities                                       8,485,227           10,473,806
                                                                                       ------------         ------------

Increase (decrease) in cash                                                                (146,509)              94,453

Cash, beginning of the period                                                               146,509              124,788
                                                                                       ------------         ------------
CASH, END OF PERIOD                                                                    $       --           $    219,241
                                                                                       ============         ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Cash paid for interest                                                             $     70,152         $     47,570

    Cash paid for income taxes                                                         $       --           $       --

NON-CASH FINANCING ACTIVITIES
    Non-cash dividend issued to select warrant holders                                 $    105,080         $       --

                 The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                                            6
<PAGE>


                             BULLION RIVER GOLD CORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007


NOTE 1 - ORGANIZATION AND NATURE OF OPERATION

NATURE OF OPERATIONS
Bullion River Gold Corp ("the Company") 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 January 20, 2004, the Company changed its name to "Bullion River Gold
Corp." On December 9, 2003, five current Nevada subsidiaries of Bullion River
Gold were incorporated and sold to Bullion River Gold. These subsidiaries are
Antone Canyon Mining Corp., Cimarron Mining Corp., Corcoran Canyon Mining Corp.,
North Fork Mining Corp., and Thomas Creek Mining Corp. On September 30, 2004 the
Company acquired all of the issued and outstanding shares of French Gulch
(Nevada) Mining Corporation, which was incorporated in the State of Nevada on
September 30, 2004. These subsidiaries are collectively referred to as the
"Subsidiaries".

Bullion River Gold Corp has an authorized capital of 200,000,000 common shares
with a par value of $0.001. As of September 30, 2007 there were 63,286,239
common shares issued and outstanding.

The Company was in the exploration stage through the third quarter ending
September 30, 2006. In November 2006, the Company officially exited the
exploration stage and became an operating mining company when the French Gulch
mine completed its test mining phase and began production mining. The Company's
first sale of gold from its production occurred in late November 2006.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States of
America ("US GAAP"), and contain all adjustments which, in the opinion of
management, are necessary for fair presentation of the interim financial
information.

Certain balances in the 2006 consolidated financial statements have been
reclassified to conform to the 2007 consolidated financial statement
presentation.

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.

PRODUCTION AND DEVELOPMENT COST ACCOUNTING
Production costs are direct costs associated with the extraction and processing
of ore grade material in order to produce sellable precious metals and are used
to compute inventory valuation and cost of sales expense. Development costs are
all costs associated with the advancement and support of the mine operating
infrastructure and are expensed in the period incurred due to the inability of
the Company to establish a proven and probable reserve because of the vein
hosted mineralization of the French Gulch mine.

INVENTORY IN PROCESS
Ounces of precious metals in inventory are stated at the lower of cost or market
value.

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

ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported



                                       7
<PAGE>

amounts of assets, liabilities, contingent liabilities, revenues and expenses at
the date and for the periods that the financial statements are prepared. Actual
results could differ from those estimates.

CONCENTRATIONS
Financial instruments that potentially subject the Company to concentrations of
credit risk consist of cash and certificates of deposit held in U.S. banks that
have deposit insurance thus limiting the amount of credit exposure.

REVENUE RECOGNITION
Precious metal sales are recognized when the title passes to the purchaser and
delivery occurs.

INCOME TAXES
Income tax expense is based on pre-tax financial accounting income. The Company
will recognize deferred tax assets and liabilities based on differences between
the financial reporting and tax bases of assets and liabilities using the
enacted tax rates and the laws that are expected to be in effect when the
differences are expected to be recovered.

BASIC AND DILUTED NET LOSS PER COMMON SHARE
Basic loss per share includes no dilution and is computed by dividing net loss
by the weighted average number of outstanding common shares during the year.
Diluted earnings per share would reflect the potential dilution of securities
that would occur if securities or other contracts (such as stock options and
warrants) to issue common stock were exercised or converted into common stock.
At September 30, 2007, the Company had 1,762,639 options outstanding and
47,734,123 warrants outstanding. At September 30, 2006, the Company had no
options outstanding and 35,857,442 warrants outstanding.

LEASES
Leases where substantially all the rewards and risks of ownership of assets
remain with the leasing company are accounted for as operating leases. Payments
made under operating leases, net of any incentives received by the Company from
the leasing company, are charged to the statement of operations and
comprehensive loss on a straight-line basis over the period. Other leases are
accounted for as capital leases.

FIXED ASSETS
All assets are stated at historical cost. Depreciation is computed over the
estimated useful life of the depreciable assets using the straight-line method.
The useful lives for fixed assets are estimated as follows with no salvage
value:

Furniture                           3 to 5 years
Equipment                           2 to 7 years
Computer Hardware                   3 years
Computer Software                   2 years
Buildings                           10 years
On-Road Vehicles                    5 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 unrealized holding gains associated with Company investments
in available for sale securities accounted for in accordance with FASB Statement
115, ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES.

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.


                                       8
<PAGE>

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 periods ended September 30, 2007 and 2006.

CLOSURE, RECLAMATION AND REMEDIATION COSTS
Current laws and regulations require certain closure, reclamation and
remediation work to be done on mineral properties as a result of exploration,
development and operating activities. The Company periodically reviews the
activities performed on its mineral properties and makes estimates of closure,
reclamation and remediation work that will need to be performed as required by
those laws and regulations and makes estimates of amounts that are expected to
be incurred when the closure, reclamation and remediation work is expected to be
performed. Future closure, reclamation and environmental related expenditures
are difficult to estimate in many circumstances due to the early stages of
investigation, uncertainties associated with defining the nature an extent of
environmental contamination, the uncertainties relating to specific reclamation
and remediation methods and costs, application and changing of environmental
laws, regulations and interpretation by regulatory authorities and the possible
participation of other potentially responsible parties.

The Company has estimated costs associated with the closure, reclamation and
related environmental expenditures of the French Gulch and North Fork
properties, which have been reflected in its financial statements in accordance
with 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. See Note 10 for a summary of the Company's
reclamation obligations.

STOCK OPTIONS
In December 2004, the Financial Accounting Standard Board ("FASB") issued SFAS
123R, "Share-Based Payments" ("SFAS No. 123R"), a revision of SFAS No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"), which requires
companies to measure all employee stock-based compensation awards using a fair
value method and record such expense in their financial statements. The Company
adopted this standard effective January 1, 2006 and elected the
modified-prospective transition method. Under the modified-prospective
transition method, awards that are granted, modified, repurchased or cancelled
after the date of adoption should be measured and accounted for in accordance
with SFAS No. 123R. The Company had 1,762,639 options outstanding as of
September 30, 2007 which resulted in charges attributable to the Nine month
period ended September 30, 2007 in the amount of $229,207. There were no options
outstanding on September 30, 2006.

CONVERTIBLE DEBT
EITF 00-27 states that the effective conversion price based on the proceeds
received for or allocated to the convertible instrument should be used to
compute the intrinsic value, if any, of the embedded conversion option. As a
result of this consensus, an issuer should first allocate the proceeds received
in a financing transaction that includes a convertible instrument to the
convertible instrument and any other detachable instruments included in the
exchange (such as detachable warrants) on a relative fair value basis. Then, the
Issue 98-5 model should be applied to the amount allocated to the convertible
instrument, and an effective conversion price should be calculated and used to
measure the intrinsic value, if any, of the embedded conversion option. The
Company has adopted this accounting practice for all convertible debt issued to
date. The convertible debt and related discounts are summarized in footnote 9.


NOTE 3 - INVENTORIES

Inventories consist of the following as at September 30, 2007 and December 31,
2006:

                               SEPTEMBER 30,    DECEMBER 31,
                                   2007            2006
                                 --------        --------

Gold bullion                     $   --          $   --
Precious metal in process         284,358         125,065
Supplies                           22,022          64,065
                                 --------        --------
Total inventories                $306,380        $189,130
                                 ========        ========


                                       9
<PAGE>

Metal-in-process inventory contained approximately 382 ounces of gold as of
September 30, 2007 and 197 ounces as of December 31, 2006.


NOTE 4 - PROPERTY AND EQUIPMENT

The following is a summary of the Company's property and equipment as of
September 30, 2007 and December 31, 2006:

                                       SEPTEMBER 30,       DECEMBER 31,
                                           2007                2006
                                        -----------         -----------
Mine equipment                          $ 3,200,778         $ 2,369,196
Vehicles                                    308,209             224,158
Office equipment                            210,055             160,258
Buildings                                    65,287              61,911
                                        -----------         -----------
     Total                                3,784,329           2,815,523
Accumulated depreciation                   (960,500)           (528,946)
                                        -----------         -----------
     Net                                  2,823,829           2,286,577
Land                                        110,203             110,203
Construction in progress                    196,061             159,914
                                        -----------         -----------
     Property and equipment, net        $ 3,130,093         $ 2,556,694
                                        ===========         ===========


The following is a summary of the Company's components of construction in
progress as of September 30, 2007 and December 31, 2006:

                                         SEPTEMBER 30,    DECEMBER 31,
                                             2007            2006
                                           --------        --------
Mill expansion                             $ 38,190        $ 37,922
Water treatment plant                        80,147          23,561
Buildings and site infrastructure            27,701          48,408
Paste backfill system                        50,023          50,023
                                           --------        --------
     Total construction in progress        $196,061        $159,914
                                           ========        ========

Construction in process is accumulated and carried forward at cost until
completion of construction or until the equipment is placed into service and
thereafter is amortized over its expected useful life.


NOTE 5 - RESTRICTED RECLAMATION DEPOSITS

The following is a summary of the Company's restricted reclamation deposits at
September 30, 2007 and December 31, 2006:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                                                         DECEMBER 31,                SEPTEMBER 30,
MINERAL PROPERTY         OBLIGEE (S)                               INCEPTION DATE            2006          CHANGES       2007
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>               <C>             <C>          <C>
French Gulch             Bureau of Land Management                   June 2006              $ 11,500        $    -       $  11,500
French Gulch             Shasta County                               December 2006            74,959         2,922          77,881
French Gulch             California Regional Water Control Board     December 2006            29,900             -          29,900
North Fork               US Forest Service                           March 2004               29,800             -          29,800
Antone Canyon            US Forest Service                           March 2006                3,300             -           3,300
Corcoran Canyon          USDAFS                                      April 2004                2,600             -           2,600
Corcoran Canyon          Bureau of Land Management                   April 2004                6,700             -           6,700
Wenban Spring            Bureau of Land Management                   March 2006                5,400             -           5,400
Painted Hills            Bureau of Land Management                   August 2004               6,550             -           6,550
----------------------------------------------------------------------------------------------------------------------------------
                                                                                           $ 170,709       $ 2,922      $ 173,631
==================================================================================================================================
</TABLE>



                                       10
<PAGE>

NOTE 6 - INVESTMENTS

The Company's investments at September 30, 2007 and December 31, 2006 are
summarized as follows:

COMMON STOCK HOLDINGS                SEPTEMBER 30,   DECEMBER 31,
                                        2007            2006
                                      ---------        -------
Silver Quest Resources LTD.
Fair value                            $     --         $63,000
Cost                                        --          45,000
                                      ---------        -------
Unrealized holding gain (loss)        $     --         $18,000
                                      =========        =======


NOTE 7 - DERIVATIVE INSTRUMENTS

The Company accounts for its forward sales of gold in conformity with the
following statements issued by the Financial Accounting Standards Board
("FASB"): Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as amended by
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB No. 133," SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities," and SFAS No.
149, "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities". These standards establish accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. They require that an entity
recognize all derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value.

A derivative may be specifically designated as a hedge of financial risk
exposures of anticipated transactions if, both at the inception of the hedge and
throughout the hedge period, the changes in fair value of the contract
substantially offset the effect of commodity price changes on the anticipated
transactions and if it is probable that the transactions will occur. Pursuant to
such a designation, the income effect of the change in derivative values was
previously accounted for in other comprehensive income based upon the Company's
valuation of the associated financial gain or loss. Any change arising from the
determination of the derivative's effectiveness is accounted for as a charge to
current operations.

The Company has not designated its gold forward sales contracts entered into in
2007 as effective hedges. Accordingly the hedge accounting rules of SFAS No.133
are not being applied and the period-end mark-to-market of these contracts is
immediately reflected on the income statement of the Company and the cumulative
effect is reflected as an asset or liability on the balance sheet.


NOTE 8 - LOANS PAYABLE

During the six months ending June 30, 2007, the Company issued six short term
notes raising a total of $2,650,000. The principal amounts bear an interest rate
of zero (0.00%), and were originally due on or before September 30, 2007. There
is no penalty for prepayment of any amount. The notes also include one detached
warrant to purchase one common share per one dollar ($1) of principal; each
warrant has a life of two years and has an exercise price of $0.75. The Company
is currently delinquent on these loans. In June and July 2007, the Company
issued an additional short term notes with a principal amount of $720,000. The
principal amount bears an annual interest rate of fourteen percent (14.00%), and
is due and payable on or before September 30, 2007. There is no penalty for
prepayment of any amount. The note also includes one detached warrant to
purchase one common share per two dollars ($2) of principal; each warrant has a
life of two years and has an exercise price of $0.75.

In July 2007 $550,000 of the short term notes were converted into forward gold
sales.

The short term loan balances at September 30, 2007, and December 31, 2006, are
summarized below:

                                       SEPTEMBER 30,       DECEMBER 31,
                                          2007                2006
                                       -----------         ------------
Short term loans                       $ 2,820,000         $      --
Fair value of detached warrants           (499,250)               --
Discount amortization to date             (391,000)               --
Principal Payment                           (5,000)               --
Accrued interest                               967                --
                                       -----------         ------------
     Short term loans, net             $ 2,707,717         $      --
                                       ===========         ===========


                                       11
<PAGE>


NOTE 9 - CONVERTIBLE DEBT

The following is a summary of the Company's convertible debt outstanding for the
period ending September 30, 2007 and December 31, 2006:

<TABLE>
<CAPTION>

                                           SEPTEMBER 30, 2007                                     DECEMBER 31, 2006
                             --------------------------------------------------   --------------------------------------------------
                              Secured           Unsecured                            Secured          Unsecured
                             Debentures         Debentures             Total        Debentures        Debentures           Total
                            -----------         -----------         -----------     -----------       -----------       -----------
<S>                          <C>                   <C>               <C>               <C>               <C>             <C>
Convertible debt            $ 4,000,000         $ 2,860,948         $ 6,860,948     $ 2,600,000       $ 2,860,948       $ 5,460,948
                            -----------         -----------         -----------     -----------       -----------       -----------
Discount:
Relative fair value
of detached warrants         (1,033,570)           (856,454)         (1,890,024)       (766,049)         (856,454)       (1,622,503)
Intrinsic value of
conversion benefit           (1,258,903)         (1,310,555)         (2,569,458)     (1,101,382)       (1,310,555)       (2,411,937)
Discount amortization
to date                       1,283,560           2,133,590           3,417,150         436,879           323,961           760,840
                            -----------         -----------         -----------     -----------       -----------       -----------
Net discount on
convertible debt             (1,008,913)            (33,419)         (1,042,332)     (1,430,552)       (1,843,048)       (3,273,600)
                            -----------         -----------         -----------     -----------       -----------       -----------
Convertible debt, net
of discount                 $ 2,991,087         $ 2,827,529         $ 5,818,616     $ 1,169,448       $ 1,017,900       $ 2,187,348
                            ===========         ===========         ===========     ===========       ===========       ===========
</TABLE>

The Company has issued these convertible debt instruments (debentures) under two
different agreements. The secured debentures are secured by the ownership of
French Gulch Nevada Mining Corp and bear interest at a rate of 10% per annum,
paid quarterly. The other debenture agreements are unsecured and bear interest
at a rate of 12% per annum, paid quarterly. Interest may be paid in cash or
stock at a fixed price of $0.75 per share for both of the debentures. For the
secured debenture, the decision of mode of payment is made by mutual consent of
the Company and the holder or its assigns. The control of settlement terms of
interest for the unsecured debentures is held exclusively by the Company. Both
of the debentures have a maturity date of two years from the date of the
agreement and may be converted into common stock at the option of the holder any
time prior to maturity at a fixed price of $0.75 per share. The conversion price
is adjusted for stock splits, stock dividends, and equity issuances by the
Company. The Company is required to reserve sufficient shares for the conversion
of both the principal and any interest and has signed a registration agreement
that it will use it's best efforts to register those shares. The registration
rights agreement does not include any penalties or other monetary remedies. The
Company has sufficient authorized common shares to provide for the conversion of
the debentures and any interest that may accrue.

If settlement of all of the convertible debt were to have occurred on September
30, 2007 the Company would have paid up to $7,225,455 in cash or have issued up
to 9,633,940 shares of common stock which would have had a market value of
$2,793,843. Over the remaining life of the outstanding convertible debt the
Company may pay for settlement up to $8,041,923 in cash or issue up to
10,722,566 shares of common stock.

NOTE 10 - RECLAMATION OBLIGATIONS

The accretion of the reclamation obligation liability is recorded as a separate
operating expense in the Company's statement of operations with a corresponding
increase in the reclamation liability. Below are the reclamation obligation and
accretion details at September 30, 2007.

French Gulch

In connection with the reclamation permit obtained in December 2005 based on the
current operating plan for the French Gulch property, the Company estimated
reclamation costs to be $75,472 at December 31, 2006. At an accretion rate of
6%, the Company has expensed $3,611 for the Nine month period ended September
30, 2007. The total reclamation obligation at September 30, 2007 is $79,083.


                                       12
<PAGE>

North Fork
----------

The Company put the initial reclamation permit in place in March 2004 with a
supplemental permit in May 2005 based on its updated operating plan. In
connection with these permits, the Company estimated reclamation costs to be
$33,629 at December 31, 2006 for the North Fork property. At an accretion rate
of 6%, the Company has expensed $887 for the Nine month period ended September
30, 2007. Total reclamation obligation at September 30, 2007 is $34,516.

The following is a description of the changes to the Company's reclamation
liability and expenses at September 30, 2007:

Estimated reclamation obligation at December 31, 2006:

French Gulch                                        $ 75,472
North Fork                                            33,629
                                                    --------
Reclamation obligation before 2007 accretion         109,101
                                                    --------

Changes in reclamation obligation for the Nine month period ending September 30,
2007:

French Gulch accretion expense                               3,611
North Fork accretion expense                                   887
                                                          --------
Increase in reclamation obligation                           4,498
                                                          --------

Total reclamation obligation at September 30, 2007        $113,599
                                                          ========


NOTE 11 - COMMON STOCK

During the Nine months ending September 30, 2007 the Company entered into the
following consolidated equity transactions:

         The Company raised $1,427,275 in cash by issuing 2,854,550 equity units
         at $0.50 per unit. Each unit consists of two shares of common stock and
         one warrant to purchase one share of common stock at $0.40 per share.

         The Company raised $1,710,250 in cash by issuing 2,280,336 equity units
         at $0.75 per unit. Each unit consists of one share of common stock and
         one warrant to purchase one share of common stock at $1.00 per share.

         The Company raised $933,750 in cash through the exercise of warrants to
         purchase a total of 1,360,487 common shares at an average exercise
         price of $0.70, of which 30,487 shares were subscribed during the year
         ended December, 31 2006.

         The Company issued 363,044 common shares at $0.75 per share for
         interest on convertible debt accrued in 2006 and the three month period
         ending March 31, 2007.


NOTE 12 - STOCK OPTIONS AND WARRANTS

On December 20, 2006, the Company granted 1,840,000 options exercisable for the
purchase of one share of common stock each with an exercise price when vested of
$0.50. On February 28 and May 23, 2007 the Company issued 200,000 and 75,000
additional options, respectively. During the three months ending September 30,
2007, 299,891 options expired due to voluntary termination of employees. For the
year ending December 31, 2006, immediately vested options totaled 794,722.
During the Nine month period ending September 30, 2007, an additional 992,233
options became vested for a total of 1,434,594. The remaining 328,045 will vest
completely over periods of three to thirty-five months. All stock options have
been issued under an equity compensation plan approved by the directors and the
shareholders of the Company. These stock options are not yet registered.


The Company estimated the fair value of options and warrants using the
Black-Scholes Option Price Calculation. The Company used the following
assumptions in estimating fair value for the initial grant on December 20, 2006:
the risk-free interest rate of 4.6%, the volatility rate used is 74%; and the
expected life of the options is ten years. The Company also assumed that no
dividends would be paid on common stock.


                                       13
<PAGE>

The Company used the following assumptions in estimating fair value for the
options granted on February 28, 2007: the risk-free interest rate of 4.56%, the
volatility rate used is 72.5%; and the expected life of the options is ten
years. The Company also assumed that no dividends would be paid on common stock.


The Company used the following assumptions in estimating fair value for the
options granted on May 23, 2007: the risk-free interest rate of 4.85%, the
volatility rate used is 71.1%; and the expected life of the options is ten
years. The Company also assumed that no dividends would be paid on common stock.

At September 30, 2007, the Company had the following stock options outstanding:

                                                           Weighted
                                                            Average
                                          Options       Exercise Price
                                         ---------------------------
Outstanding December 31, 2006             1,840,000         $   0.50

Granted                                     275,000             0.70
Canceled                                   (352,361)            0.50
Exercised                                      --                --
                                         ---------------------------
Outstanding on September 30, 2007         1,762,639         $   0.51
                                         ===========================
Exercisable on September 30, 2007         1,434,594         $   0.50
                                         ===========================


At September 30, 2007, the Company had the following consolidated warrants
outstanding:

------------------------------------------------------------------------
Period of Issuance           Period of Expiration        Total Warrants
------------------------------------------------------------------------
4th quarter - 2004           4th quarter - 2007                 824,225
1st quarter - 2005           1st quarter - 2008                 796,000
2nd quarter - 2005           2nd quarter - 2008               2,546,841
4th quarter - 2005           4th quarter - 2008               1,500,000
1st quarter - 2006           1st quarter - 2008                 550,800
1st quarter - 2006           1st quarter - 2008              13,014,969
1st quarter - 2006           2nd quarter - 2008               2,224,162
2nd quarter - 2006           2nd quarter - 2008               6,045,672
3rd quarter - 2006           3rd quarter - 2008               4,751,002
4th quarter - 2006           3rd quarter - 2008                 800,000
4th quarter - 2006           4th quarter - 2008               4,097,173
1st quarter - 2007           3rd quarter - 2008                 548,334
1st quarter - 2007           1st quarter - 2009               4,050,336
2nd quarter - 2007           1st quarter - 2009                 555,025
2nd quarter - 2007           2nd quarter - 2009                 500,000
2nd quarter - 2007           3rd quarter - 2009               1,060,000
3rd quarter - 2007           3rd quarter - 2009               3,869,584
------------------------------------------------------------------------
                           Total Warrants Outstanding        47,734,123
========================================================================


The following is a summary of the Company's stock warrants at September 30, 2007
and changes during the period:

                                                             Weighted
                                                              Average
                                          Warrants        Exercise Price
                                         ------------------------------
Outstanding on December 31, 2006          39,854,666         $   0.92

Granted                                   10,583,279             0.40
Canceled                                  (1,343,335)            0.75
Exercised                                 (1,360,487)            0.70
                                         ------------------------------

Outstanding on September 30, 2007         47,734,123         $   0.82
                                         ==============================

                                       14
<PAGE>

On March 31, 2007, the Company amended the terms of three outstanding warrant
agreements to purchase a total of 975,000 shares of common stock. The warrants
were originally purchased in 2004 as part of an equity unit sale. The original
exercise price of $1.50 per share and expiration date of April 15, 2007 were
changed to $0.75 per share and March 31, 2007. Due to this modification the
Company recorded a non-cash dividend of $105,080. The Company estimated the fair
value of the dividend by computing the difference between the original and
amended warrant terms at the modification date using the Black-Scholes pricing
model with the following assumptions: dividend yield is zero percent for both;
expected volatility is 62.7% for the original and 55.4% for the amended; risk
free interest rate of 5.16% for both; and expected lives of 66 days for the
original and 51 days for the amended.

NOTE 13 - MINERAL PROPERTIES

 The Company is seeking projects that contain or have the potential to contain
 high grades and large deposits of gold or silver as well as projects that
 contain the potential for mineralization concealed under post-mineral cover.
 Although the Company has identified some high grade ore in the French Gulch
 project, this subsidiary has not yet been cash flow positive. There is no
 assurance that the Company will locate any additional high grade or large
 deposits, or locate projects that contain the potential for mineralization
 concealed under post-mineral cover.

 The following is a summary of significant events related to the Company's
 properties that have transpired during the Nine month period ending September
 30, 2007. For more information about the individual properties see the
 Company's 2006 annual report.

FRENCH GULCH (NEVADA) MINING CORP.

The Company has a verbal agreement with the Washington Niagara Mining
Partnership to delay payments under the original terms of the option agreement.
As of September 30, 2007, the Company is in arrears for a total of $796,084.

All claim maintenance fees and taxes for the property were current as of
September 30, 2007.

NORTH FORK MINING CORP.

The Company has a verbal agreement with owners to delay payments under the
original terms of the option agreement. As of September 30, 2007, the Company is
in arrears for a total of $90,000.

All claim maintenance fees and taxes for the property were current as of
September 30, 2007.

ANTONE CANYON PROPERTY

The Company was in compliance with the terms of the option agreement with Antone
Canyon LLC as of September 30, 2007.

All claim maintenance fees for the property were current as of September 30,
2007.

CORCORAN CANYON MINING CORP.

At September 30, 2007, Silver Quest was in compliance with all of the terms of
the joint venture option agreement with the Company.

All claim maintenance fees for the property were current as of September 30,
2007.

WENBAN SPRING MINING CORP.

All claim maintenance fees for the property were current as of September 30,
2007.

MISSION MINE

The Company was in compliance with the terms of the option agreements with TKM
Corporation as of September 30, 2007. All claim maintenance fees and taxes for
the property were current as of September 30, 2007.


                                       15
<PAGE>

NOTE 14 - RELATED PARTY TRANSACTIONS

On January 18, 2007, the Company entered into an agreement with Centennial
Development, Inc., a company controlled by the Company's president, for a short
term loan. The loan was for a principal balance of $200,000 with a stated annual
interest rate of 14%. The principal and interest were repaid in full on February
15, 2007.

On January 23, and June 14, 2007 the Company issued 2,269 and 2,734 common
shares, respectively, at $0.75 per share to Susan Jeffs, a director of the
Company, for interest owed on convertible debt.

NOTE 15 - GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred
significant operating losses since inception, and as of September 30, 2007, the
Company has limited financial resources to support it until such time that it is
able to generate positive cash flow from commercial operations.

The Company's ability to implement its business plan and exploration program in
the near term is dependent upon its ability to secure financing through debt,
private loans, private placement of funds, and operating revenue. However, there
is no assurance that the Company will be able to obtain additional financing
from investors or private lenders or that operating revenues will provide
sufficient positive cash flow to sustain operations.

The Company's ability to achieve and maintain profitability and positive cash
flow is dependent upon its ability to establish a profitable mineral property,
generate revenues from commercial production, and control exploration costs.
There is no assurance that the Company will be able to find projects meeting
their specifications for mineralization or that the projects will have large
enough tonnage potential or that the Company will commence commercial production
should they find projects meeting their required specifications. Based upon
current plans, the Company expects to incur operating losses in future periods.
The financial statements do not include any adjustments that might result from
the outcome of any the above uncertainties. These factors raise doubt about the
Company's ability to continue as a going concern.

Subsequent to September 30, 2007, the company raised $339,000 million in cash
from equity sales, and mineral forward sales. The Company is currently
negotiating the raising of additional funds through debt and equity financing
which is estimated to be sufficient to complete required capital improvements at
French Gulch and provide working capital to support operations and
administrative activity in the short term. If the Company does not secure this
financing it will need to pursue other options in order to continue its
operating plan.

NOTE 16 - SUBSEQUENT EVENTS

Subsequent to September 30, 2007, the Company received $339,000 is cash related
to subscriptions to purchase 678,000 restricted equity units at $0.50 per unit
in a private offering. Each unit consists of two common shares and one warrant
to purchase one common share for $0.40. The warrants sold under this offering
expire two years from the initial date of the warrant. Currently none of these
shares have been issued.


                                       16
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

THE INFORMATION IN THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, INCLUDING
STATEMENTS REGARDING OUR CAPITAL NEEDS, BUSINESS PLANS AND EXPECTATIONS. SUCH
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES REGARDING THE MARKET
PRICE OF GOLD, AVAILABILITY OF FUNDS, GOVERNMENT REGULATIONS, COMMON SHARE
PRICES, OPERATING COSTS, CAPITAL COSTS, OUTCOMES OF GOLD RECOVERY ACTIVITIES AND
OTHER FACTORS. FORWARD-LOOKING STATEMENTS ARE MADE, WITHOUT LIMITATION, IN
RELATION TO OPERATING PLANS, PROPERTY EXPLORATION AND GOLD RECOVERY ACTIVITIES,
AVAILABILITY OF FUNDS, ENVIRONMENTAL RECLAMATION, OPERATING COSTS AND PERMIT
ACQUISITION. ANY STATEMENTS CONTAINED HEREIN THAT ARE NOT STATEMENTS OF
HISTORICAL FACTS MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS. IN SOME CASES,
YOU CAN IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS "MAY",
"WILL", "SHOULD", "EXPECT", "PLAN", "INTEND", "ANTICIPATE", "BELIEVE",
"ESTIMATE", "PREDICT", "POTENTIAL" OR "CONTINUE", THE NEGATIVE OF SUCH TERMS OR
OTHER COMPARABLE TERMINOLOGY. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN
EVALUATING THESE STATEMENTS, YOU SHOULD CONSIDER VARIOUS FACTORS, INCLUDING THE
RISKS OUTLINED BELOW, AND, FROM TIME TO TIME, IN OTHER REPORTS WE FILE WITH THE
SEC. THESE FACTORS MAY CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY
FORWARD-LOOKING STATEMENT. WE DISCLAIM ANY OBLIGATION TO PUBLICLY UPDATE THESE
STATEMENTS, OR DISCLOSE ANY DIFFERENCE BETWEEN ITS ACTUAL RESULTS AND THOSE
REFLECTED IN THESE STATEMENTS. THE INFORMATION CONSTITUTES FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. GIVEN THESE UNCERTAINTIES, READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS.

COMPANY OVERVIEW

Bullion River Gold Corp ("the Company") is a mineral production and exploration
company. The Company, through its subsidiaries, conducts gold and silver mineral
production and exploration on properties in the western United States.

The Company announced production at its French Gulch subsidiary in November of
2006. Although management believes that the drilling and test mining conducted
at this location has demonstrated there is the potential for a commercially
viable mine, to date French Gulch has not provided enough gold to be cash flow
positive. There is no assurance that a commercially viable ore body, or 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. The
Company's current plans are strictly limited to research and exploration at its
other properties.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2007 (Q3/07) VS. THREE MONTHS ENDED SEPTEMBER
30, 2006 (Q3/06)

There were no revenues or cost of sales for Q3/06 as the Company was still in
the exploration stage at that time. During Q3/07, the Company generated $1.23
million in revenue from the sales of precious metals. The revenue was offset
with cost of sales of $2 million for a gross loss of $768,000.

The Company's total expenses were $4.61 million for Q3/07, an increase of
$470,000 over the same period in 2006. The increase in total expenses is
comprised of a decrease in exploration and development expenses of about $1.6
million offset by increases in non-operating expenses of $1.16 million and stock
base compensation of $0.07 million.

Exploration and development expenses totaled $1.4 million for Q3/07 as compared
to $3 million for the same period last year, a decrease of $1.6 million or 54%.
Most of this decrease is related to the increase in production related
activities at the French Gulch mine site compared to Q3/06 when all activity was
exploration and development related. Another variance in operating expenses from
Q3/06 to Q3/07 is an increase in depreciation and accretion of $70,000.

The increase in net non-operating expenses was primarily attributable to
interest expense. Interest expense totaled $979,000 for Q3/07 as compared to
$247,000 for the same period last year. The increase in interest expense is
mainly attributable to the issuance of short term loans with detached stock
purchase warrants in the first and second quarters of 2007. There was a net
increase in other costs compared to Q3/06 of about $500,000 from interest
income, loss on forward sales, gain on settlement of debt, loss on asset
disposal, and other non-operating income.


                                       17
<PAGE>


NINE MONTHS ENDED SEPTEMBER 30, 2007 (2007 YTD) VS. NINE MONTHS ENDED
SEPTEMBER 30, 2006 (2006 YTD)

There were no revenues or cost of sales for 2006 YTD as the Company was still in
the exploration stage at that time. During 2007, the Company has generated $2.5
million in revenue from the sales of precious metals. The revenue was offset
with cost of sales of $5.2 million for a gross loss of $2.7 million. All of the
Company's production activity is from the French Gulch mine site which made the
transition from an exploration property to a production property during the
fourth quarter of 2006. The property is continuing to expand its production
activity which will help to increase revenues and distribute costs so that a
positive gross margin can be attained.

The Company's total expenses for 2007 YTD are $15.6 million, an increase of $5.5
million over the same period in 2006. Exploration and development expenses for
2007 YTD are $5 million as compared to $7.4 million for the same period last
year, a decrease of $2.4 million. Most of this decrease is related to the
increase in production related activities at the French Gulch mine site compared
to 2006 YTD when all activity was exploration and development related. The
increase in net non-operating expenses was primarily attributable to interest
expense. Interest expense for 2007 YTD is $2.95 million an increase of $2.68
million over the same period in 2006. The increase in interest expense is mainly
attributable to the issuance of short term loans with detached stock purchase
warrants in 2007. Depreciation and accretion has totaled $514,754 YTD and
employee stock based compensation has totaled $230,000 during 2007 YTD, a
combined increase of $455,000 over 2006 YTD. There was a net increase in other
costs compared to 2006 YTD of $540,000 from interest income, loss on forward
sales, gain on settlement of debt, loss on asset disposal, and other
non-operating income.

LIQUIDITY AND FINANCIAL CONDITION

CASH AND WORKING CAPITAL

The Company had a cash balance of $0 on September 30, 2007. For the nine month
period ending September 30, 2007, the Company had a net cash outflow of $146,509
which was made up of the following:

         o        The Company used $7.6 million in operating activities. This
                  operating cash outflow represents a net loss for the period of
                  $15.7 million; reduced by $3.4 of non-cash expenses; decreased
                  by a net decrease in operating assets of $76,767; and reduced
                  by an increase in operating liabilities of $4.7 million.

         o        The Company had cash outflow in investment activities of $1.0
                  million, all of which represents cash used for the purchase of
                  fixed assets and cash received from sale of fixed assets and
                  investment securities.

         o        The Company had cash inflow from financing activities totaling
                  $8.4 million from a net increase in debt of $4.7 million; a
                  net increase in equity of $4.1 million; offset by offering
                  costs of $171,025, payments on short term loans of $5,000 and
                  gross lease payments of $180,023.

At September 30, 2007, the Company had a working capital deficit of $12 million.
The decrease in working capital of $10.3 million from December 31, 2006 was due
to an increase in current liabilities of $10.5 million partially offset by an
increase in current assets of $100,000. The increase in current liabilities is
primarily attributable to increases in deferred revenue, short term loans, and
accounts payable and accrued liabilities. The Company has an accumulated deficit
of $39.9 million since inception and has a shareholder's deficit of $11.3
million. The Company has no contingencies or long-term agreements except for its
commitments under its option agreements, premises, and leases.

INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY

The Company's production operations and mineral exploration programs are limited
and restricted by the amount of working capital that the Company has and is able
to raise from debt and equity financing. The Company anticipates continuing to
rely on loans payable, equity sales of common shares, and/or joint ventures with
other exploration companies in order to fund further exploration and production
programs. Acquiring additional financing would be subject to a number of
factors, including the market prices for gold and silver, investor acceptance of
the Company's mineral claims, and investor sentiment. These factors may make the
timing, amount, terms or conditions of additional financing unavailable to the
Company.


                                       18
<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES

As of the end of the period covered by this report, management, with the
participation of the chief executive officer evaluated the effectiveness of the
Company's "disclosure controls and procedures," as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934. Based on that evaluation, these
officers concluded that, as of the date of their evaluation, the disclosure
controls and procedures were effective to provide reasonable assurance that
information required to be disclosed in our periodic filings under the
Securities Exchange Act of 1934 is accumulated and communicated to our
management, including those officers, to allow timely decisions regarding
required disclosure. It should be noted that a control system, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance
that it will detect or uncover failures within our company to disclose material
information otherwise required to be set forth in our periodic reports.

During the period covered by this report, there were no changes to the internal
controls over financial reporting that have materially affected, or are
reasonably likely to materially affect the report, including any significant
deficiencies or material weaknesses of internal controls that would require
corrective action.


                                       19
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On August 3, 2007, the Company and one of its subsidiaries, French Gulch Mining
Corp., received a letter written on behalf of Stuart and Bianca Bennett and
Northern California River Watch (collectively "Citizens") placing the Company
and the French Gulch Mining Corp. on notice of alleged violations of the Federal
Resource Conservation and Recovery Act ("RCRA") 42 U.S.C. ss. 6901 et seq. at
the Washington Mine site.(1) The Citizens further warn that following the
expiration of the appropriate notice period under the RCRA, the Citizens intend
to commence a civil action against the Company and French Gulch Mining Corp. in
the United States District Court on the following grounds:

         1. The Company's and French Gulch Mining Corp.'s use of storage of
hazardous materials at the Washington Mine site and facilities has resulted in
the leaching into soil and ground water of toxic metals, hazardous materials and
other pollutants as described further herein which has an continues to violate
permits, standards, regulations, conditions, requirements or prohibitions
effective pursuant to RCRA regarding storage of pollutants [42 U.S.C. ss.
6972(a)(1)(A)];

         2. The Company's and French Gulch Mining Corp.'s operations at the
Washington Mine site and facilities have caused contamination of soil and
groundwater which presents an imminent and substantial endangerment to human
health and the environment. [42 U.S.C. ss. 6972(a)(1)(B)].

During the ninety (90) day notice period, however, the Citizens have indicated a
willing to discuss effective remedies for the alleged violations referenced in
the letter. And although the Company and French Gulch Mining Corp. deny the
Citizens' claims and intend to vigorously defend any actions commenced, the
Company and French Gulch Mining Corp. have invited the Citizens to allow them to
view and investigate the Washington Mine site. However, to date, the Company or
French Gulch Mining Corp. has received any response from the Citizens.

There are no other past, pending or, to our knowledge, threatened litigation or
administrative actions which in our opinion have had or are expected to have a
material adverse effect upon our business, prospects financial condition or
operations.

----------------
(1) The RCRA requires that a private party provide ninety (90) days prior notice
to the alleged violator, the Administrator of the Environmental Protection
Agency and the State in which the violation is alleged to have occurred before
the initiating an action for an imminent and substantial endangerment to human
and health environment. [42 U.S.C. ss. 6972(b)(2)(A)].


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended September 30, 2007, the Company issued the
following securities which were not registered under the Securities Act in
reliance upon the exemption from registration under the Securities Act as set
forth in Section 4(2). The offers and sales were not effected through any
general solicitation or general advertising within the meaning of Rule 502(c).

On July 13, 2007, the Company converted $550,000 in short term loans that were
due on June 30, 2007 into forward sale contracts with detached warrants.

On July 13, 2007 through August 2, 2007, the Company raised $790,000 in cash
from forward sale contracts with detached warrants.

During the 3rd quarter of 2007 the Company raised $1,427,275 in cash by issuing
2,854,550 equity units at $0.50 per unit. Each unit consists of two shares of
common stock and one warrant to purchase one share of common stock at $0.40 per
share.

Subsequent to September 30, 2007, the Company received $339,000 is cash related
to subscriptions to purchase 678,000 restricted equity units at $0.50 per unit
in a private offering. Each unit consists of two common shares and one warrant
to purchase one common share for $0.40. The warrants sold under this offering
expire two years from the initial date of the warrant. Currently none of these
shares have been issued.

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<PAGE>


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.  OTHER INFORMATION.

The Company does not have a stated procedure by which security holders may
recommend nominees to the Company's board of directors. The Company considers
candidates recommended by security holders in accordance with applicable laws
and regulations. During the three months ended September 30, 2007 there was no
change to this procedure.

ITEM 6.  EXHIBITS.

         3.1      Articles of Incorporation filed as an Exhibit to the Company's
                  registration statement on Form SB-2 filed on May 13, 2002, and
                  incorporated herein by reference.

         3.2      Bylaws filed as an Exhibit to the Company's registration
                  statement on Form SB-2 filed on May 13, 2002, and incorporated
                  herein by reference.

         3.3      Certificate of Amendment to Articles of Incorporation changing
                  the Issuer's name to Bullion River Gold Corp.

         10.1     Form of Securities Purchase Agreement for sale of equity units
                  at $0.50 per unit, with attached warrant to purchase one share
                  of common stock at $0.40 per share.*

         31.1     Certification of Peter M. Kuhn, Chief Executive Officer and
                  Chief Accounting Officer pursuant to Securities Exchange Act
                  Rules 13a-15 and 15(d)-15(e) as adopted pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.*


         32       Certification of Peter M. Kuhn, Chief Executive Officer and
                  Chief Accounting Officer pursuant to 18 U.S.C. Section 1350,
                  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                  of 2002.*

* Filed herewith

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                                   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.


Dated:  November 30, 2007            By:  /s/ Peter M. Kuhn
                                          --------------------------------------
                                          Peter M. Kuhn
                                          Chief Executive Officer and
                                          Chief Accounting Officer

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