<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended:  March 31, 2008

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 0R 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 registrant 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 Offices)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
"large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act.

         Large accelerated filer [ ]               Accelerated filer [ ]

         Non-accelerated filer [ ]                 Smaller reporting company [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]

Indicate the number of shares outstanding of each issuer's classed of common
stock, as of the latest practicable date: 90,583,219 issued and outstanding as
of May 16, 2008.


<PAGE>

                            BULLION RIVER GOLD CORP.
                                TABLE OF CONTENTS
                        TO QUARTERLY REPORT ON FORM 10-Q
                         FOR PERIOD ENDED MARCH 31, 2008


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    21
Item 4T     Controls and Procedures                                           24
PART II     OTHER INFORMATION                                                 25
Item 1      Legal Proceedings                                                 25
Item 1A     Risk Factors                                                      26
Item 2      Unregistered Sales of Equity Securities and Use of Proceeds       27
Item 3      Defaults Upon Senior Securities                                   27
Item 4      Submission of Matters to a Vote of Security Holders               27
Item 5      Other Information                                                 27
Item 6      Exhibits                                                          28
Signatures                                                                    29
Certificates


                                       2
<PAGE>


ITEM 1.   FINANCIAL STATEMENTS.

The Financial Statements of the Registrant required to be filed with this 10-Q
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>
<S>     <C>
                                      BULLION RIVER GOLD CORP.
                                     CONSOLIDATED BALANCE SHEETS
                             AS AT MARCH 31, 2008 AND DECEMBER 31, 2007

                                                                                 MARCH 31,        DECEMBER 31,
                                                                                   2008                2007
                                                                               ------------       ------------
                                                                                 (Unaudited)        (Audited)
                                               ASSETS
Current Assets:
     Cash                                                                      $     72,858       $         --
     Accounts receivable                                                            189,193                 --
     Inventory in process                                                           305,003            364,821
     Prepaids and other current assets                                              270,562            334,976
     Supplies inventory                                                              22,868             12,321
                                                                               ------------       ------------
         Total current assets                                                       860,484            712,118
                                                                               ------------       ------------

Property and equipment, net                                                       2,772,159          2,953,139
                                                                               ------------       ------------

Other assets:
     Deposits                                                                        62,259             69,946
     Restricted reclamation deposits                                                168,677            167,081
                                                                               ------------       ------------
         Total other assets                                                         230,936            237,027

                                                                               ------------       ------------
TOTAL ASSETS                                                                   $  3,863,579       $  3,902,284
                                                                               ============       ============

                               LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
     Accounts payable and accrued liabilities                                  $  3,947,586       $  4,446,617
     Bank overdraft                                                                      --             35,477
     Customer deposits                                                                   --             15,822
     Short term loans                                                             2,147,264          2,775,814
     Forward sales contracts                                                      3,589,296          3,456,337
     Current portion of convertible debt, net of discount                         5,624,216          5,023,047
     Current portion of capital lease obligations                                   167,548            195,757
     Interest payable on convertible debt                                           312,157            566,850
                                                                               ------------       ------------
         Total current liabilities                                               15,788,067         16,515,721
                                                                               ------------       ------------
Long term liabilities:

     Convertible debt, net of discount                                                   --             67,944
     Capital lease obligations                                                      104,281            125,522
     Reclamation obligations                                                        115,127            115,127
                                                                               ------------       ------------
         Total long term liabilities                                                219,408            308,593
                                                                               ------------       ------------

Total liabilities                                                                16,007,475         16,824,314
                                                                               ------------       ------------

Shareholders' deficit:
     Common stock; authorized 200,000,000 shares, $0.001 par value.
          Issued and outstanding 84,474,862 and 63,286,239, respectively.            84,475             63,286
     Additional paid in capital                                                  33,289,107         28,799,981
     Shares subscribed                                                            1,766,500          2,549,000
     Accumulated deficit                                                        (47,283,978)       (44,334,297)
                                                                               ------------       ------------
         Total shareholders' deficit                                            (12,143,896)       (12,922,030)

                                                                               ------------       ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                                    $  3,863,579       $  3,902,284
                                                                               ============       ============

                  The accompanying notes are an integral part of these consolidated
                                       financial statements.


                                                 4
<PAGE>

                            BULLION RIVER GOLD CORP.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTH PERIOD ENDING MARCH 31, 2008 AND 2007

                                                 THREE MONTHS ENDED MARCH 31,
                                               --------------------------------
                                                   2008                2007
                                               ------------        ------------
                                               (Unaudited)          (Unaudited)
Revenues:
   Precious metal sales                        $  1,087,934        $    352,610

Cost of goods sold:
   Direct production expenses                     1,232,278             708,235
                                               ------------        ------------

Gross loss                                         (144,344)           (355,625)
                                               ------------        ------------

Operating expenses:
   Exploration and development                      289,492           2,080,942
   General and administrative                     1,072,808           1,232,682

 Stock based compensation                            14,532              81,229
 Depreciation and accretion                         180,980             152,951
                                               ------------        ------------
      Total operating expenses                    1,557,812           3,547,804
                                               ------------        ------------

Loss from operations                             (1,702,156)         (3,903,429)
                                               ------------        ------------

Other income (expense):
   Interest income                                    1,599              17,375
   Interest expense                                (874,015)           (799,843)

   Loss on forward sales                           (612,274)                 --
   Gain/(Loss) on settlement of debt                237,165              (5,964)

   Non-operating income, net                             --               2,549
                                               ------------        ------------
      Total other income (expense)               (1,247,525)           (785,883)
                                               ------------        ------------

Net loss before income taxes                     (2,949,681)         (4,689,312)

   Income taxes                                          --                  --
                                               ------------        ------------

Net loss                                         (2,949,681)         (4,689,312)

Other comprehensive income (loss):

   Unrealized holding loss                               --             (14,019)
                                               ------------        ------------

NET COMPREHENSIVE LOSS                         $ (2,949,681)       $ (4,703,331)
                                               ============        ============


Basic and diluted loss per share               $      (0.04)       $      (0.08)
                                               ============        ============


Weighted average shares outstanding              80,225,820          60,418,216
                                               ============        ============


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       5
<PAGE>

                                 BULLION RIVER GOLD CORP.
                             CONSOLIDATED CASH FLOW STATEMENTS
                     FOR THE THREE MONTHS ENDING MARCH, 2008 AND 2007


                                                                THREE MONTHS ENDED MARCH 31,
                                                               -----------------------------
                                                                 2008               2007
                                                               -----------       -----------
                                                               (Unaudited)       (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES

    Net loss for the period                                    $(2,949,681)      $(4,689,312)

    Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation expense                                         180,980           151,468
      Accretion expense                                                 --             1,483
      Amortization related to debt discounts                       547,657           550,747
      Equity instruments issued for services and expenses          565,153           206,753
      (Gain)/Loss on settlement of debt                           (237,165)            5,963

    Changes in operating assets and liabilities:
    (Increase) decrease in:
        Accounts receivable and other receivable                  (189,193)               --
      Inventory in process                                          59,818          (683,584)
      Prepaids and other current assets                             64,414             3,195
      Supplies inventory                                           (10,547)           14,860
      Deposits                                                       6,091            99,791
    (Decrease) increase in:
      Accounts payable and accrued liabilities                    (415,240)          421,918
      Customer Deposits                                            (15,822)               --
      Forward sales contracts                                      548,222                --
      Interest payable on convertible debt                         261,769            38,432
                                                               -----------       -----------
        Net cash used in operating activities                   (1,583,544)       (3,878,286)
                                                               -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of property and equipment                                  --          (753,044)
                                                               -----------       -----------
        Net cash used in investing activities                           --          (753,044)
                                                               -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES

    Bank overdraft                                                 (35,477)               --
    Payments on capital leases                                     (49,450)          (64,515)
    Proceeds from short term loans                                 250,000           750,000
    Payments on short term loans                                  (955,000)               --
    Proceeds from sale of convertible debt                              --         1,400,000
    Proceeds from sale of common shares                          2,760,000         2,644,000
    Offering costs                                                (313,671)         (171,025)
                                                               -----------       -----------
        Net cash received from financing activities              1,656,402         4,558,460
                                                               -----------       -----------

Increase (decrease) in cash                                         72,858           (72,870)
Cash, beginning of the period                                           --           146,509
                                                               -----------       -----------
CASH, END OF PERIOD                                            $    72,858       $    73,639
                                                               ===========       ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Cash paid for interest                                     $    16,565       $    43,506
    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.


                                            6
</TABLE>
<PAGE>

                             BULLION RIVER GOLD CORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2008


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 March 31, 2008 there were 84,474,862 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 entered the development stage
when the French Gulch mine completed its test mining phase and began producing
gold. The Company's first sale of gold from its production occurred in late
October 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 2007 consolidated financial statements have been
reclassified to conform to the 2008 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 insufficient
exploration and development of the French Gulch mine allowing a proven and
probable reserve.

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


                                       7
<PAGE>

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 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.

100% of revenues consisted of sales to two companies.

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 March 31, 2008, the Company had 905,000 options outstanding and 56,171,905
warrants outstanding. At March 31, 2007, the Company had 2,040,000 options
outstanding and 43,092,849 warrants outstanding. As the Company has experienced
net losses during the periods ended March 31, 2008 and 2007, no common stock
equivalents have been included in the diluted earnings per share calculation as
the effect would be anti-dilutive.

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.

                                       8
<PAGE>

As of July 1, 2006 the cost threshold for a purchase to be considered for
capitalization was raised from $1,000 to $2,500. All items capitalized prior to
July 1, 2006 will remain capitalized until they are fully depreciated or have
been subject to a write-down due to impairment.

COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) reflects changes in equity that result from
transactions and economic events from non-owner sources. Comprehensive income
for the period ended March 31, 2007 represents unrealized holding losses
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.

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 March 31, 2008 and 2007.

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 905,000 and 2,040,000 options outstanding as
of March 31, 2008 and 2007, respectively, which resulted in charges attributable
to the Three month period ended March 31, 2008 and 2007 in the amount of $14,532
and $81,229 respectively.

                                       9
<PAGE>

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 March 31, 2008 and December 31, 2007:

                                                   MARCH 31,      DECEMBER 31,
                                                      2008            2007
                                                    --------        --------
           Gold bullion                             $     --        $     --
           Precious metal in process                 305,003         364,821
           Supplies                                   22,868          12,321
                                                    --------        --------
           Total inventories                        $327,871        $377,142
                                                    ========        ========

Metal-in-process inventory contained approximately 332 ounces of as of March 31,
2008 and 437.8 ounces as of December 31, 2007.


NOTE 4 - PROPERTY AND EQUIPMENT

The following is a summary of the Company's property and equipment as of March
31, 2008 and December 31, 2007:

                                                     MARCH 31,      DECEMBER 31,
                                                       2008            2007
                                                    -----------     -----------
           Mine equipment                           $ 3,240,205     $ 3,240,205
           Vehicles                                     251,744         251,744
           Office equipment                             192,008         192,008
           Buildings                                     65,287          65,287
                                                    -----------     -----------
                Total                                 3,749,244       3,749,244
           Accumulated depreciation                  (1,283,349)     (1,102,369)
                                                    -----------     -----------
                Net                                   2,465,895       2,646,875
           Land                                         110,203         110,203
           Construction in progress                     196,061         196,061
                                                    -----------     -----------
                Property and equipment, net         $ 2,772,159     $ 2,953,139
                                                    ===========     ===========

Depreciation expense for the periods ended March 31, 2008 and 2007 was $180,980
and $151,468 respectively.

NOTE 5 - RESTRICTED RECLAMATION DEPOSITS

The following is a summary of the Company's restricted reclamation deposits at
March 31, 2008 and December 31, 2007:

                                       10
<PAGE>

<TABLE>
<S>     <C>
-------------------------------------------------------------------------------------------------------
                                                                        DECEMBER 31,          MARCH 31,
MINERAL PROPERTY OBLIGEE (S)                             INCEPTION DATE     2007     CHANGES    2008
-------------------------------------------------------------------------------------------------------
French Gulch     Bureau of Land Management               June 2005      $    11,500  $     -  $ 11,500
French Gulch     Shasta County                           December 2005       77,881    1,596    79,477
French Gulch     California Regional Water Control Board December 2005       29,900        -    29,900
North Fork       US Forest Service                       March 2004          29,800        -    29,800
Antone Canyon    US Forest Service                       March 2005           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 2005           5,400        -     5,400
-------------------------------------------------------------------------------------------------------
                                                                        $   167,081  $     -  $168,677
=======================================================================================================
</TABLE>

NOTE 6 - 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
2008 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 7 - 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.

                                       11
<PAGE>

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

In January 2008 the Company paid $735,000 in principal payments.

In February and March 2008 the company issued additional notes in the amount of
$250,000 and repaid principal in the amount of $220,000 for a net increase of
$30,000 in short term notes.

The short term loan balances at March 31, 2008 and December 31, 2007, are
summarized below:

                                                 MARCH 31,          DECEMBER 31,
                                                   2008                 2007
                                                -----------         -----------
         Short term loans                         3,025,814         $ 2,820,000
         Fair value of detached warrants           (621,120)           (621,120)
         Discount amortization to date              621,120             621,120
         Principal Payments                        (955,000)            (95,000)
         Accrued interest                            76,450              50,814
                                                ===========         ===========
              Short term loans, net               2,147,264         $ 2,775,814
                                                ===========         ===========


NOTE 8 - CONVERTIBLE DEBT

The following is a summary of the Company's convertible debt outstanding for the
period ending March 31, 2008 and December 31, 2007:

<TABLE>
<S> <C>
                                           MARCH 31, 2008                                       DECEMBER 31, 2007
                           -----------------------------------------------       -----------------------------------------------
                             Secured          Unsecured                            Secured          Unsecured
                            Debentures       Debentures           Total           Debentures       Debentures           Total
                           -----------       -----------       -----------       -----------       -----------       -----------
Convertible debt           $ 4,000,000       $ 2,860,948       $ 6,860,948       $ 4,000,000       $ 2,860,948       $ 6,860,948
                           -----------       -----------       -----------       -----------       -----------       -----------
Discount:
Relative fair value
of detached warrants        (1,033,570)         (856,454)       (1,890,024)       (1,033,570)         (856,454)       (1,890,024)
Intrinsic value of
conversion benefit          (2,966,430)       (1,310,555)       (4,276,985)       (2,966,430)       (1,310,555)       (4,276,985)
Discount amortization
to date                      3,251,935         1,678,342         4,930,277         2,989,586         1,407,466         4,397,052
                           -----------       -----------       -----------       -----------       -----------       -----------
Net discount on
convertible debt             (748,065)         (488,667)       (1,236,732)       (1,010,414)         (759,543)       (1,769,957)
                           -----------       -----------       -----------       -----------       -----------       -----------
Convertible debt, net        3,251,935         2,372,281         5,624,216         2,989,586         2,101,405         5,090,991
of discount
                           -----------       -----------       -----------       -----------       -----------       -----------
Less current portion         3,251,935         2,372,281         5,624,216        (2,921,642)       (2,101,405)       (5,023,047)
                           -----------       -----------       -----------       -----------       -----------       -----------
Long term convertible
debt, net of discount      $        --       $        --       $        --       $    67,944       $        --       $    67,944
                           ===========       ===========       ===========       ===========       ===========       ===========
</TABLE>

The Company has issued two types of convertible debt instruments (debentures),
secured and unsecured. 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. Interest may be paid in cash or stock at a fixed price of $0.25
per share for the secured 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 conversion price is adjusted for stock splits, stock dividends, and
equity issuances by the Company. On July 18, 2007 the Company adjusted the


                                       12
<PAGE>

conversion terms of the secured convertible debt and the strike price of the
detached warrants from $0.75 to $0.25 and $0.33, respectively, due to a stock
offering which caused the change per the debenture agreements. As a result of
this modification the Company recognized an incremental increase to the discount
on convertible debentures in the amount of $1,707,527. This increase is being
amortized to interest expense over the remaining life of the debenture. The
holders of the secured debentures agreed to waive the adjustment provision
related to another equity offering on July 18, 2007 of $0.15 per common share.

 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. The control of settlement terms of interest for the
unsecured debentures is held exclusively by the Company. The unsecured
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 for the unsecured debentures. 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 March 31,
2008 the Company would have paid up to $7,173,122 in cash or have issued up to
20,821,853 shares of common stock which would have had a market value of
$5,205,463. Over the remaining life of the outstanding convertible debt the
Company may pay for settlement up to $7,584,280 in cash or issue up to
21,953,370 shares of common stock.

NOTE 9 - RECLAMATION OBLIGATIONS

The Company became subject to and adopted SFAS No. 143, Accounting for Asset
Retirement Obligations, which establishes a uniform methodology for accounting
for estimated reclamation and abandonment costs. At December 31, 2005, the
Company recognized a reclamation liability for the estimated reclamation costs
related to the French Gulch and North Fork properties. The related costs were
expensed since neither of the properties were in production or had proven or
probable mineral reserves at the time.

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 March 31, 2008.

FRENCH GULCH

In connection with the reclamation permit obtained in December 2005, the Company
estimated reclamation costs to be $71,200 based on the operating plan for the
French Gulch property. The total reclamation obligation at March 31, 2008 is
$71,200.

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
$31,841 at December 31, 2005 for the North Fork property. Total reclamation
obligation at March 31, 2008 is $31,841.

The following is a description of the changes to the Company's reclamation
liability and expenses at March 31, 2008:

                                       13
<PAGE>

             Estimated reclamation obligation at December 31, 2007:
                French Gulch                                           $ 75,472
                North Fork                                               33,629
                                                                       --------
                   Reclamation obligation before 2008 accretion         109,101
                                                                       --------

             Changes in reclamation obligation for the
             Three month period ending March 31, 2008:
                French Gulch accretion expense                               --
                North Fork accretion expense                                 --
                                                                       --------
                   Increase in reclamation obligation                        --
                                                                       --------

             Total reclamation obligation at March 31, 2008            $109,101
                                                                       ========


NOTE 10 - 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 March 31, 2008,
439,278 options expired due to voluntary termination of employees. For the year
ending December 31, 2007, immediately vested options totaled 794,722. During the
three month period ending March 31, 2008, an additional 25,418 options became
vested and 169,304 vested options were canceled for a total of 650,836. The
remaining 101,664 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.

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 March 31, 2008, the Company had the following stock options outstanding:

                                                             Weighted
                                                             Average
                                                             Exercise
                                                Options       Price
                                               ----------    --------
         Outstanding December 31, 2007          1,344,278    $   0.50

         Granted                                       --          --
         Canceled                                (439,278)      (0.50)
         Exercised                                     --          --
                                               ----------    --------
         Outstanding on March 31, 2008            905,000    $   0.50
                                               ==========    ========
         Exercisable on March 31, 2008            650,836    $   0.50
                                               ==========    ========

                                       14
<PAGE>

At March 31, 2008, the Company had the following consolidated warrants
outstanding:

         ---------------------------------------------------------------
         Period of Issuance     Period of Expiration     Total Warrants
         ---------------------------------------------------------------
         2nd quarter - 2005     2nd quarter - 2008            4,702,114
         4th quarter - 2005     4th quarter - 2008            1,500,000
         2nd quarter - 2006     2nd quarter - 2008            5,155,671
         3rd quarter - 2006     3rd quarter - 2008            5,632,336
         4th quarter - 2006     3rd quarter - 2008              800,000
         4th quarter - 2006     4th quarter - 2008            3,015,839
         1st quarter - 2007     1st quarter - 2009            4,598,670
         2nd quarter - 2007     1st quarter - 2009              555,025
         2nd quarter - 2007     2nd quarter - 2009              500,000
         3rd quarter - 2007     3rd quarter - 2009            8,202,916
         4th quarter - 2007     4th quarter - 2009            6,626,001
         1st quarter -2008      1st quarter - 2010           14,883,333
         ---------------------------------------------------------------
                              Total Warrants Outstanding     56,171,905
         ===============================================================


The following is a summary of the Company's stock warrants at March 31, 2008 and
changes during the period:

                                                             Weighted
                                                             Average
                                                             Exercise
                                              Warrants        Price
                                             -----------     --------
         Outstanding on December 31, 2007     56,377,763     $   0.65

         Granted                              14,883,333         0.35

         Canceled/Expired                    (15,089,191)        0.75

         Exercised                                    --        --
                                             -----------     --------

         Outstanding on March 31, 2008        56,171,905     $   0.54
                                             ===========     ========

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 11- SIGNIFICANT EVENTS

 The following is a summary of significant events related to the Company's
 properties that have transpired during the previous years, including the
 current period ended March 31, 2008.

                                       15
<PAGE>

FRENCH GULCH (NEVADA) MINING CORP.

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 included in that agreement. Upon exercise of
the option French Gulch gained all rights incident to ownership of real property
allowed by law, including the right to develop and mine the property. The
Company was in compliance with the terms of the option agreement as of December
31, 2005. 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 March 31, 2008, the Company had delayed its December 2007 option payment
of $175,000.

The Company has staked 66 (sixty-six) unpatented claims in the French Gulch
district to properly secure and encompass areas of known gold mineralization.
The Company has 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. All claim maintenance fees and taxes were
current as of March 31, 2008.

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. The Company was in compliance with all terms
of the purchase option as of March 31, 2008.

On August 7, 2006, Bullion River Gold Corp entered into a secured convertible
debenture agreement with Elton Participation Group. To secure the agreement the
Company pledged 100% of its ownership, including all stock and assets, of French
Gulch (Nevada) Mining Corp.

All claim maintenance fees and taxes for the property were current as of March
31, 2008.

NORTH FORK MINING CORP.

The Company was in compliance with the terms of the option agreements with
Mugwump Mining and Forest Mine as of December 31, 2005. The Company has a verbal
agreement with owners to delay payments under the original terms of the option
agreement. As of March 31, 2008, the Company had delayed its December 2007
option payments of $5,000 each.

All claim maintenance fees and taxes for the property were current as of March
31, 2008.

ANTONE CANYON PROPERTY

The Company was in compliance with the terms of the option agreement with Antone
Canyon LLC as of March 31, 2008.

All claim maintenance fees for the property were current as of March 31, 2008.

CORCORAN CANYON MINING CORP.

The option agreement with Landore Resources expired on February 28, 2006. At
that time, the Company started negotiations with the owner to purchase the
property as required by the terms set forth in the original agreement noted
above. Two partial payments of $20,000 were made on February 28 and March 30,
2006. On May 19, 2006 the Company made a final payment of $160,000 to take
ownership of the property.

On June 16, 2006 the Company and Silver Quest Resources LTD and Silver Quest
Resources (US) LTD (together "Silver Quest") entered into a joint venture.
Silver Quest was required to pay the Company $10,000 within five days of
execution of the agreement. Within 60 days from the date of the agreement Silver
Quest was to receive TSXV acceptance and at that time pay the Company $30,000
and 100,000 common shares of Silver Quest Resources LTD to keep the option in
good standing.

                                       16
<PAGE>

Silver Quest can acquire an initial 51% interest in the property by making cash
payments of $250,000, issuing 400,000 shares, and incurring $1,500,000 in
exploration and development expenditures over a three year period. Silver Quest
has a further option to increase its interest to 75%, by paying an additional
$1.0 million, issuing an additional 500,000 shares, and incurring an additional
$1.75 million (U.S.) in expenditures.

At March 31, 2008, Silver Quest was in compliance with all of the terms of the
option agreement with the Company.

All claim maintenance fees for the property were current as of March 31, 2008.

CIMARRON MINING CORP.

As of August 23, 2006, the Company and Brancote US, owner of the majority of the
Cimarron claims, have allowed the option agreement for the property to expire as
of that date because both parties were unable to come to an agreement with the
holder of the remaining claims in the middle of the claim block.

WENBAN SPRING MINING CORP.

As of December 31, 2005, the Company has paid claim maintenance fees to the BLM
on 20 claims. Re-staking on the remaining 218 claims was completed on December
8, 2005. The Company filed and made payment in full to the BLM for all fees in
the first quarter of 2006.

On January 19, 2006, the Company entered into an option agreement with Senator
Minerals "Senator", a Vancouver based mineral exploration company (TSX-V: SNR)
for two properties, the Cortez South and the Gold Valley property, located in
Lander County. These two properties are directly adjacent to the south of the
Wenban Spring property. The Cortez South property consists of 30 mineral claims
and the Gold Valley property consists of 24 mineral claims. The terms of the
agreement include: $10,000 in cash for each property, which was paid on January
20, 2006 and 125,000 restricted shares of Bullion River common stock for each
property which were issued on May 1, 2006. Bullion River is obliged to spend
$150,000 in exploration including all maintenance fees over the next two years
in order to obtain a 51 % ownership in the claims. By spending another $200,000,
Bullion River can increase its ownership to 76 %. After that, the partners have
to spend on a $350,000 to $110,000 basis (Bullion River to Senator) or get
diluted accordingly. Once a partner has less than 10% ownership, it can elect a
three percent NSR. The properties are so-called `grassroots' properties, no
significant exploration has been done to this point.

All claim maintenance fees for the property were current as of March 31, 2008.

MISSION MINE

On February 18, 2006, the Company entered into an exploration agreement with an
option to purchase the "Mission Mine" from TKM Corporation (the "Agreement") .
The property consists of 26 unpatented lode mining claims situated in Riverside
County, California. In order to maintain this agreement, the Company was
required to make certain payments under the Agreement. On May 2, 2008 the
Company received a letter from TKM Corp. claiming that the Company did not make
all required payments (as previously disclosed as being made by the Company) and
because of the Company's failure to match an offer set forth in October 2007 the
Agreement is null and void. Further, TKM Corp. demands that the Company refrain
from referencing any ownership rights or options in the Mission Mine in its
public filings. The Company will investigate the purported breach of the
Agreement and determine what rights, if any, remain under the Agreement in favor
of the Company.

NOTE 12 -INCOME TAXES

In July 2006, the FASB issued FASB Interpretation No. 48, "ACCOUNTING FOR
UNCERTAINTY IN INCOME TAXES -- AN INTERPRETATION OF FASB STATEMENT NO. 109"
("FIN 48"), which clarifies the accounting and disclosure for uncertainty in tax
positions, as defined. FIN 48 seeks to reduce the diversity in practice
associated with certain aspects of the recognition and measurement related to
accounting for income taxes. The Company is subject to the provisions of FIN 48
as of January 1, 2007, and has analyzed filing positions in all of the federal
and state jurisdictions where it is required to file income tax returns. The
Company believes that its income tax filing positions and deductions will be
sustained on audit and does not anticipate any adjustments that will result in a
material impact on the Company's financial condition, results of operations,
cash flows or net operating loss carry-forwards. Therefore, no reserves for
uncertain income tax positions have been recorded pursuant to FIN 48. In
addition, the Company did not record a cumulative effect adjustment related to
the adoption of FIN 48. The Company is subject to audit by the IRS and various
states for the prior 3 years

                                       17
<PAGE>

The Company's policy for recording interest and penalties associated with taxes
is to recognize it as a component of income tax expense.


NOTE 13 - RELATED PARTY TRANSACTIONS

No member of management, executive officer or stockholder has had any direct or
indirect interest in any transaction to which Bullion River or any of its
subsidiaries was a party with the exception of the following:

On October 23, 2006, the Company received $75,000 from Susan Jeffs, a former
Company board member, for her participation in a convertible debenture the
Company completed November 8, 2006.

As part of the option agreement between North Fork and a company controlled by
the former Bullion River president, North Fork granted a net smelter royalty of
1.5% on the 42 unpatented mineral claims to the former company president. No
transactions have resulted from this agreement.

On January 18, 2007, the Company entered into an agreement with Centennial
Development, Inc., a company controlled by the Company's former 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 former director of
the Company, for interest owed on convertible debt.

On December 21, 2007, the Company received $75,000 from Susan Jeffs, a former
Company board member, for her participation in a unit offering the Company
completed on January 2, 2008.

On March 18, 2008 the Company issued 9,042 common shares at $0.75 per share to
Susan Jeffs, a former director of the Company, for interest owed on convertible
debt.


NOTE 14 - GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred
significant operating losses since inception, and as of March 31, 2008 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.

                                       18
<PAGE>

NOTE 15 - SUBSEQUENT EVENTS

On March 24, 2008 the Company received a letter from the Internal Revenue
Service stating that French Gulch (Nevada) Mining Corp. owes $221,626 in taxes,
interest and penalties for the tax period ending December 31, 2007. On May 8,
2008, the Company received a letter from the IRS indicating that a 120 day
extension on its payment was granted. During this time the Company will review
the merits of this claim, determine whether the Company has reasonable cause to
remove or reduce the assessed penalties, and if necessary, attempt to negotiate
a settlement of any taxes owed.

Effective April 15, 2008, Susan Jeffs resigned as member of the board of
directors of Bullion River Gold Corp. There were no disagreements between or
among Ms. Jeffs and the Company or any officer or director of the Company.

On April 16, 2008, 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") requesting that the
Company waive service of process to accept a complaint which has been filed
against the Company and French Gulch Mining Corp. for alleged violations of the
Federal Resource Conservation and Recovery Act ("RCRA") 42 U.S.C. ss. 6901 et
seq. at the Washington Mine site. To date, neither the Company nor French Gulch
Mining Corp. has been served with the complaint, but the Citizens have filed
their complaint seeking relief under the Federal Water Pollution Control Act (33
U.S.C. ss.1251) and under provisions of the the Resource Conservation and
Recovery Act (42 U.S.C. ss.6901) for the Company's alleged contamination of soil
and groundwater near the French Gulch Mine. If the Company is served with the
complaint the Company will deny all claims and vigorously defend the action.

Effective April 21, 2008, Mr. Peter Kuhn resigned as president, principal
executive officer, principal financial officer and secretary of the Company. Mr.
Kuhn also resigned as the chairman of the board and as a director of the
Company. Mr. Kuhn's resignation was not the result of any disagreement with or
dispute over issues involving the management of the Company. Upon the
resignation of the Mr. Kuhn, Mr. Tim Callaway was appointed as the chief
executive officer, secretary and director of the Company effective May 6, 2008.
Also, upon the resignation of the Mr. Kuhn, Dr. Rene Juchler was appointed as
the principal financial officer and director of the Company effective May 6,
2008.

During April 2008 the Company issued 5,871,666 shares of common stock in
fulfillment of subscriptions received prior to March 31, 2008.

On April 29, 2008 the Company received two letters from the Internal Revenue
Service stating that French Gulch (Nevada) Mining Corp. owes $507,910 in taxes,
interest and penalties for the tax period ending December 31, 2007. On May 8,
2008, the Company received a letter from the IRS indicating that a 120 day
extension on its payment was granted. During this time the Company will review
the merits of this claim, determine whether the Company has reasonable cause to
remove or reduce the assessed penalties, and if necessary, attempt to negotiate
a settlement of any taxes owed.

On February 18, 2006, the Company entered into an exploration agreement with an
option to purchase the "Mission Mine" from TKM Corporation (the "Agreement") .
The property consists of 26 unpatented lode mining claims situated in Riverside
County, California. In order to maintain this agreement, the Company was
required to make certain payments under the Agreement. On May 2, 2008 the
Company received a letter from TKM Corp. claiming that the Company did not make
all required payments (as previously disclosed as being made by the Company) and
because of the Company's failure to match an offer set forth in October 2007 the
Agreement is null and void. Further, TKM Corp. demands that the Company refrain
from referencing any ownership rights or options in the Mission Mine in its
public filings. The Company will investigate the purported breach of the
Agreement and determine what rights, if any, remain under the Agreement in favor
of the Company.

As of May 7, 2008, the Company agreed to reduce the exercise price of certain
outstanding warrants to purchase shares of its common stock (the "Repriced
Warrants"). The Repriced Warrants, representing the right to purchase shares of
common stock of the Company, had original exercise prices ranging from $0.40 to
$0.75. The Company agreed to reduce the exercise prices of the warrants to
$0.05. The Company received $570,000 from the exercise of the Repriced Warrants

                                       19
<PAGE>

and issued 11,400,000 shares of common stock, $0.001 par value, to the Repriced
Warrant holders. The shares issued upon the exercise of the Repriced Warrants
are not subject to a current registration statement or any registration rights
and were issued as restricted securities. The Repriced Warrant holders are
accredited investors, and the Company relied on the exemption from registration
under Regulation D, Section 506 of the Securities Act of 1933, as amended (the
"Act") in issuing the shares.

On May 15, 2008, the Company closed on the sale of its common stock under a
private placement agreement with two accredited investors whereby the Company
sold an aggregate of 47,400,000 shares of the Company's common stock, $0.001 par
value, at a price of $0.05 per share, for an aggregate purchase price of
$2,370,000 (the "Financing"). The Financing was completed on May 15, 2008. The
common stock was sold to two accredited investors, and the Company relied on the
exemption from registration under Regulation D, Section 506 of the Act in
issuing and selling the shares. There are no registration rights associated with
the shares of common stock and the shares were issued as restricted securities.

The foregoing description of the private placement agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Private Placement Agreement, a copy of which is filed as Exhibit 10.5 to
this current report on Form 8-K filed on May 16, 2008 and incorporated by
reference herein.

                                       20
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

STATEMENTS INCLUDED IN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS, AND IN FUTURE FILINGS BY THE COMPANY WITH
THE SECURITIES AND EXCHANGE COMMISSION, IN THE COMPANY'S PRESS RELEASES AND IN
ORAL STATEMENTS MADE WITH THE APPROVAL OF AN AUTHORIZED EXECUTIVE OFFICER WHICH
ARE NOT HISTORICAL OR CURRENT FACTS ARE "FORWARD-LOOKING STATEMENTS" AND ARE
SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM HISTORICAL EARNINGS AND THOSE PRESENTLY ANTICIPATED OR
PROJECTED. YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY SUCH
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE. THE FOLLOWING
IMPORTANT FACTORS, AMONG OTHERS, IN SOME CASES HAVE AFFECTED AND IN THE FUTURE
COULD AFFECT THE COMPANY'S ACTUAL RESULTS AND COULD CAUSE THE COMPANY'S ACTUAL
FINANCIAL PERFORMANCE TO DIFFER MATERIALLY FROM THAT EXPRESSED IN ANY
FORWARD-LOOKING STATEMENT: (I) THE EXTREMELY COMPETITIVE CONDITIONS THAT
CURRENTLY EXIST IN THE MARKET FOR COMPANIES SIMILAR TO THE COMPANY AND (II) LACK
OF RESOURCES TO MAINTAIN THE COMPANY'S GOOD STANDING STATUS AND REQUISITE
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. THE FOREGOING LIST SHOULD
NOT BE CONSTRUED AS EXHAUSTIVE AND THE COMPANY DISCLAIMS ANY OBLIGATION
SUBSEQUENTLY TO REVISE ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR
CIRCUMSTANCES AFTER THE DATE OF SUCH STATEMENTS OR TO REFLECT THE OCCURRENCE OF
ANTICIPATED OR UNANTICIPATED EVENTS. THE FOLLOWING DISCUSSION SHOULD BE READ IN
CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THEIR EXPLANATORY NOTES INCLUDED
AS PART OF THIS QUARTERLY REPORT.


FORWARD LOOKING STATEMENTS

The Company makes forward-looking statements in this report and may make such
statements in future filings with the Securities and Exchange Commission. The
Company may also make forward-looking statements in its press releases or other
public shareholder communications. The Company's forward-looking statements are
subject to risks and uncertainties and include information about its
expectations and possible or assumed future results of operations. When the
Company uses any of the words "believes", "expects", "anticipates", "estimates"
or similar expressions, it is making forward-looking statements.

To the extent available, the Company claims the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995 for all of its forward-looking statements. While the Company
believes that its forward-looking statements are reasonable, you should not
place undue reliance on any such forward-looking statements, which speak only as
of the date made. Because these forward-looking statements are based on
estimates and assumptions that are subject to significant business, economic and
competitive uncertainties, many of which are beyond the Company's control or are
subject to change, actual results could be materially different. Factors that
might cause such a difference include, without limitation, the following: the
Company's inability to generate sufficient cash flow to meet its current
liabilities, the inability of the Company to find suitable new acquisitions or
the expense or difficulty of integrating such acquisitions with current Company
operations, adverse results in any of the Company's material lawsuits, the
possible failure of revenues to offset additional costs associated with its new
business model, the potential lack of product acceptance, the Company's
potential inability to introduce new products to the market, the potential
failure of customers to meet purchase commitments, the potential loss of
customer relationships, the potential failure to receive or maintain necessary
regulatory approvals, the extent to which competition may negatively affect
prices and sales volumes or necessitate increased sales expenses, the failure of
negotiations to establish original equipment manufacturer agreements or
strategic alliances and the other risks and uncertainties set forth in this
report.

Other factors not currently anticipated by management may also materially and
adversely affect the Company's results of operations. Except as required by
applicable law, the Company does not undertake any obligation to publicly
release any revisions which may be made to any forward-looking statements to
reflect events or circumstances occurring after the date of this report.


                                       21
<PAGE>


COMPANY OVERVIEW

Bullion River Gold Corp. ("the Company") is a US based mining company in the
development stage. While commercial production was announced at the French Gulch
Mine by prior management the project has not achieved positive cash flow and
significant capital investment in environmental permit expansion, mine
exploration, development and equipment purchases will be necessary to determine
the future economics of the French Gulch Mine.

During the quarter ending March 31, 2008 mining continued at the French Gulch
Mine but at reduced rates due to financial constraints. On April 28,2008 over 26
employees were laid off leaving a total site crew of approximately 20 employees.
An underground diamond drilling (core drilling) program was started during the
quarter and some results are expected to be announced during the quarter ending
June 30,2008. Recovered gold grades for the quarter ending March 31, 2008 were
consistent with the prior quarter with March 2008 being our highest grade month
to date at .82 ounces of gold recovered per ton processed. 999 fine ounces of
gold were recovered during the quarter ending March 31, 2008. During the quarter
ending March 31, 2008 the Company's other properties were primarily on care and
maintenance with minimal work performed.

LOOKING FORWARD: There can be no assurance the Company can continue to acquire
investment capital to continue operations. Based upon and subject to
availability of capital, the Company intends to hire additional employees during
the second quarter to work at the French Gulch Mine. With the same assumptions
regarding the availability of capital, the Company intends to increase and
extend the current underground core drilling program and increase underground
mine development. The Company intends to re-evaluate all other exploration
projects we currently have and consider the possibility of joint ventures or
other means of development.

OTHER RISKS: There are additional significant risks which could affect the
future of Bullion River Gold Corp. and the development of the French Gulch Mine
including but not limited to:

         ENVIRONMENTAL PERMITS: While the Company believes it is substantially
in compliance with its major environmental permits the following permits need to
be acquired, revised, or expanded:

              1.   NPDES Permits, in process of acquiring. Allows direct
                   discharge of clean water.
              2.   Title 27 waste to land permits, in process of making
                   application to California Water Quality.
              3.   Air Quality Permit, in process of determining if we need this
                   permit and if so applying for one.
              4.   Reclamation Plan, need to update to reflect increased level
                   of activity at site. It is possible that Shasta Co. may
                   require an environmental Impact Report prior to approving
                   revised Reclamation Plan. Because of continuously changing
                   state and federal environmental laws reclamation costs could
                   be materially understated.

         There is no assurance these permits will be issued or revised which
         could have a material adverse effect on operations at the French Gulch
         Mine.

         LEGAL PROCEEDINGS: In additional to other matters disclosed under Item
1 Legal Proceeding herein the Company believes that there may be other creditors
who have or are in the process of obtaining default judgments against the
Company for money owed.

         The Company is technically in default for the lack of payment on the
North Fork Mine and French Gulch. On the North Fork and French Gulch the sellers
have verbally extended the terms however there is no written agreement
concerning the defaults and the sellers could proceed with their rights against
the Company.

On February 18, 2006, the Company entered into an exploration agreement with an
option to purchase the "Mission Mine" from TKM Corporation (the "Agreement") .
The property consists of 26 unpatented lode mining claims situated in Riverside
County, California. In order to maintain this agreement, the Company was
required to make certain payments under the Agreement. On May 2, 2008 the
Company received a letter from TKM Corp. claiming that the Company did not make
all required payments (as previously disclosed as being made by the Company) and
because of the Company's failure to match an offer set forth in October 2007 the
Agreement is null and void. Further, TKM Corp. demands that the Company refrain
from referencing any ownership rights or options in the Mission Mine in its
public filings. The Company will investigate the purported breach of the
Agreement and determine what rights, if any, remain under the Agreement in favor
of the Company.

                                       22
<PAGE>

The Company has settled and is in the process of settling labor payment disputes
with past employees who reported under payment for overtime and other issues.
The overall dollar amount of these settlements when and if made is not known at
this time but could be significant.

FORWARD GOLD SALES: The Company has not delivered gold according to the terms of
some of the forward gold sale agreements to which it is a party and may be
noticed of defaults thereunder in the foreseeable future.

SHORT TERM LOANS: The Company may be in default under the repayment terms of
some of its short term loan agreements with various parties.

SIGNIFICANT DECREASE IN MARKET PRICE OF THE STOCK: The average market price for
the Company's stock has dropped significantly over the last three quarters which
could cause the activation of Anti-Dilution clauses in some prior sales of
securities. This in turn could require issuing a significant number of new
shares which in turn could cause excessive dilution to existing shareholders.

SHORT TERM LACK OF MANAGEMENT: Because of a serious illness and subsequent
surgery and recuperation period for Peter Kuhn, our former Executive officer and
Chief accounting officer, the Company was without an active Chief Executive
Officer or Chief Accounting Officer for a period of 8 weeks. During this time
period legal notices, bills or default notices may not have been reviewed or
recorded or advanced to legal counsel. This could cause delays in responding
timely to legal notices, bills or default notices.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2008 (Q1/08) vs. THREE MONTHS ENDED MARCH 31, 2007
(Q1/07)

During Q1/08 the Company generated $1.09 million in revenue from the sales of
precious metals, an increase of $736K over the same period in 2007. The revenue
was offset with cost of sales of $1.23 million for a gross loss of $144K. Gross
loss for the period is $211K favorable as compared to the same period in 2007.

The Company's total operating expenses were $1.6 million for Q1/08, a favorable
decrease of $1.99 million over the same period in 2007. The decrease in total
expenses is comprised of a decrease in exploration and development expenses of
$1.79 million, a decrease in general and administrative expenses of $0.16
million and a decrease in stock based compensation of $0.07 million. These
decreases were partially offset by an increase in depreciation and accretion
expenses of $0.03 million

Exploration and development expenses totaled $0.3 million for Q1/08 as compared
to $2.08 million for the same period last year, a decrease of $1.79 million or
86%.

The increase in net non-operating expenses of $0.46 million was primarily
attributable to loss on forward sales of $0.48 million.

LIQUIDITY AND FINANCIAL CONDITION

CASH AND WORKING CAPITAL

The Company had a cash balance of $72,858 on March 31, 2008. For the three month
period ending March 31, 2008, the Company had a net cash inflow of $72,858 which
was made up of the following:

         o    The Company used $1.58 million in operating activities. This
              operating cash outflow represents a net loss for the period of
              $2.95 million; reduced by $1.06 million of non-cash expenses;
              increased by a net increase in operating assets of $0.07 million;
              and reduced by an increase in operating liabilities of $0.38
              million.
         o    The Company had no cash outflow in investment activities.
         o    The Company had cash inflow from financing activities totaling
              $1.66 million from a net increase in equity of $2.76 million; a
              net increase in debt of $0.25 million; offset by payments on short
              term loans of $0.96 million, offering costs of $0.31 million,
              gross lease payments of $49,450 and decrease in bank overdraft of
              $35,477.

                                       23
<PAGE>

At March 31, 2008, the Company had a working capital deficit of $14.9 million.
The increase in working capital of $0.88 million from December 31, 2007 was due
to a decrease in current liabilities of $0.73 and an increase in current assets
of $0.15 million. The decrease in current liabilities is primarily attributable
to decreases in short term loans, accounts payable and accrued liabilities, and
interest payable on convertible debt, partially offset by an increase in current
portion of convertible debt. The Company has an accumulated deficit of $47.28
million since inception and has a shareholder's deficit of $12.14 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.


ITEM 4T.  CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our former chief executive officer, we evaluated the effectiveness of the design
and operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange
Act")) as of the end of the period covered by this report. Based upon that
evaluation, our chief executive officer concluded that our disclosure controls
and procedures were not effective such that the information required to be
disclosed by us in reports filed under the Securities Exchange Act of 1934 is
(a) recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms and (b) accumulated and communicated to
our management, including our chief executive officer, as appropriate to allow
timely decisions regarding disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934, as amended) during the quarter ended March 31, 2008 that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting.

ADDITIONAL DISCLOSURE CONCERNING CONTROLS AND PROCEDURES.

We currently believe that the Company has material weaknesses in its disclosure
controls and procedures. We will work in the coming weeks and months to address
such weaknesses. We believe that the out-of-pocket costs, the diversion of
management's attention from running the day-to-day operations and operational
changes caused by the need to make changes in our internal control and
procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the "Exchange Act")) could be significant and still we may
not achieve significant improvements in our internal controls and procedures. If
the time and costs associated with such compliance exceed our current
expectations, our results of operations and the accuracy and timeliness of the
filing of our annual and periodic reports may be materially adversely affected
and could cause investors to lose confidence in our reported financial
information, which could have a negative affect on the trading price of our
common stock.


                                       24
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On or around December 3, 2007, Holt of California filed a complaint in Superior
Court of California, County of Sacramento naming the Company, North Fork Mining
Corp. ("North Fork"), and Peter M. Kuhn as defendants. The complaint alleges
causes of action for breach of contract, open book account, goods rented and
delivered, and quantum valebant. The allegations of all the causes of action are
based on an alleged "Sale Charge Agreement," which the plaintiff alleges that
Bullion River and North Fork used to rent certain equipment in 2006 and 2007 for
which they have failed to make full payment. The complaint also alleges that
Peter M. Kuhn executed a personal guarantee in 2004 by which he promised to be
legally responsible for all sums and account balances due to plaintiff from
Bullion River and North Fork, including collection charges and attorney's fees
and costs. A sum of $137,855.90 is alleged to be past due, and the plaintiff
also claims entitlement to certain additional sums for repossession of the
equipment, and interest, for a total of $150,610.15. On or about February 6,
2008, the court may have entered a default in the case. It is the intention of
new management to attempt to determine if a default had been entered and to work
out a resolution regarding the matter directly with Holt of California or its
counsel.

On April 16, 2008, 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") requesting that the
Company waive service of process to accept a complaint which has been filed
against the Company and French Gulch Mining Corp. for alleged violations of the
Federal Resource Conservation and Recovery Act ("RCRA") 42 U.S.C. ss. 6901 et
seq. at the Washington Mine site. To date, neither the Company nor French Gulch
Mining Corp. has been served with the complaint, but the Citizens have filed
their complaint seeking relief under the Federal Water Pollution Control Act (33
U.S.C. ss.1251) and under provisions of the the Resource Conservation and
Recovery Act (42 U.S.C. ss.6901) for the Company's alleged contamination of soil
and groundwater near the French Gulch Mine. If the Company is served with the
complaint the Company will deny all claims and vigorously defend the action.

On March 24, 2008 the Company received a letter from the Internal Revenue
Service stating that French Gulch (Nevada) Mining Corp. owes $221,626 in taxes,
interest and penalties for the tax period ending December 31, 2007. On May 8,
2008, the Company received a letter from the IRS indicating that a 120 day
extension on its payment was granted. During this time the Company will review
the merits of this claim, determine whether the Company has reasonable cause to
remove or reduce the assessed penalties, and if necessary, attempt to negotiate
a settlement of any taxes owed.

On April 29, 2008 the Company received two letters from the Internal Revenue
Service stating that French Gulch (Nevada) Mining Corp. owes $507,910 in taxes,
interest and penalties for the tax period ending December 31, 2007. On May 8,
2008, the Company received a letter from the IRS indicating that a 120 day
extension on its payment was granted. During this time the Company will review
the merits of this claim, determine whether the Company has reasonable cause to
remove or reduce the assessed penalties, and if necessary, attempt to negotiate
a settlement of any taxes owed.

On February 18, 2006, the Company entered into an exploration agreement with an
option to purchase the "Mission Mine" from TKM Corporation (the "Agreement") .
The property consists of 26 unpatented lode mining claims situated in Riverside
County, California. In order to maintain this agreement, the Company was
required to make certain payments under the Agreement. On May 2, 2008 the
Company received a letter from TKM Corp. claiming that the Company did not make
all required payments (as previously disclosed as being made by the Company) and
because of the Company's failure to match an offer set forth in October 2007 the
Agreement is null and void. Further, TKM Corp. demands that the Company refrain
from referencing any ownership rights or options in the Mission Mine in its
public filings. The Company will investigate the purported breach of the
Agreement and determine what rights, if any, remain under the Agreement in favor
of the Company.

                                       25
<PAGE>

The Company has received information suggesting that I-5 Rentals or Dan Hagus
("I-5") may have filed a lawsuit against it for recovery of sums allegedly owed
under an equipment lease. The Company has not been served with the alleged
complaint and hence does not have a copy or know its contents in detail. However
it understands I-5 alleges it is due approximately $265,000 under the lease. New
management has initiated dialogue with counsel for I-5 to attempt to resolve the
matter without litigation, and has been informed as of the date of this filing
that the lawsuit will be dismissed without serving the Company, in exchange for
a partial payment which has been made to I-5 and an agreement to pay the
remaining balance on an agreed-upon schedule.

ITEM 1A. RISK FACTORS

 There are additional significant risks which could affect the future of Bullion
River Gold Corp. and the development of the French Gulch Mine including but not
limited to:

         ENVIRONMENTAL PERMITS: While the Company believes it is substantially
in compliance with its major environmental permits the following permits need to
be acquired, revised, or expanded:

         5.   NPDES Permits, in process of acquiring. Allows direct discharge of
              clean water.
         6.   Title 27 waste to land permits, in process of making application
              to California Water Quality.
         7.   Air Quality Permit, in process of determining if we need this
              permit and if so applying for one.
         8.   Reclamation Plan, need to update to reflect increased level of
              activity at site. It is possible that Shasta Co. may require an
              environmental Impact Report prior to approving revised Reclamation
              Plan. Because of continuously changing state and federal
              environmental laws reclamation costs could be materially
              understated.

         There is no assurance these permits will be issued or revised which
         could have a material adverse effect on operations at the French Gulch
         Mine.

         LEGAL PROCEEDINGS: In additional to other matters disclosed under Item
1 Legal Proceeding herein the Company believes that there may be other creditors
who have or are in the process of obtaining default judgments against the
Company for money owed.

The Company is technically in default for the lack of payment on the North Fork
Mine, French Gulch and Mission Mine. On the North Fork and French Gulch the
sellers have verbally extended the terms however there is no written agreement
concerning the defaults and the sellers could proceed with their rights against
the Company.

On February 18, 2006, the Company entered into an exploration agreement with an
option to purchase the "Mission Mine" from TKM Corporation (the "Agreement") .
The property consists of 26 unpatented lode mining claims situated in Riverside
County, California. In order to maintain this agreement, the Company was
required to make certain payments under the Agreement. On May 2, 2008 the
Company received a letter from TKM Corp. claiming that the Company did not make
all required payments (as previously disclosed as being made by the Company) and
because of the Company's failure to match an offer set forth in October 2007 the
Agreement is null and void. Further, TKM Corp. demands that the Company refrain
from referencing any ownership rights or options in the Mission Mine in its
public filings. The Company will investigate the purported breach of the
Agreement and determine what rights, if any, remain under the Agreement in favor
of the Company.

The Company has settled and is in the process of settling labor payment disputes
with past employees who reported under payment for overtime and other issues.
The overall dollar amount of these settlements when and if made is not known at
this time but could be significant.

FORWARD GOLD SALES: The Company has not delivered gold according to the terms of
some of the forward gold sale agreements to which it is a party and may be
noticed of defaults thereunder in the foreseeable future.

SHORT TERM LOANS: The Company may be in default under the repayment terms of
some of its short term loan agreements with various parties.

                                       26
<PAGE>

SIGNIFICANT DECREASE IN MARKET PRICE OF THE STOCK: The average market price for
the Company's stock has dropped significantly over the last three quarters which
could cause the activation of Anti-Dilution clauses in some prior sales of
securities. This in turn could require issuing a significant number of new
shares which in turn could cause excessive dilution to existing shareholders.

SHORT TERM LACK OF MANAGEMENT: Because of a serious illness and subsequent
surgery and recuperation period for Peter Kuhn, our former Executive officer and
Chief accounting officer, the Company was without an active Chief Executive
Officer or Chief Accounting Officer for a period of 8 weeks. During this time
period legal notices, bills or default notices may not have been reviewed or
recorded or advanced to legal counsel. This could cause delays in responding
timely to legal notices, bills or default notices.


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

During the three months ended March 31, 2008, the Company issued the following
securities which were not registered under the Securities Act of 1933, as
amended (the "Securities Act") by reason of the exemption afforded under Section
4(2) of the Securities Act. Except as stated below, no underwriting discounts or
commissions were paid with respect to any of the following transactions. The
offers and sales of the following securities were exempt from the registration
requirements of the Securities Act, under Rule 506 insofar as: (1) the investor
was accredited within the meaning of Rule 501(a); (2) the transfer of the
securities were restricted by the Company in accordance with Rule 502(d); (3)
there were no more than 35 non-accredited investors in any transaction within
the meaning of Rule 506(b), after taking into consideration all prior investors
under Section 4(2) of the Securities Act within the twelve months preceding the
transaction; and (4) none of the offers and sales were effected through any
general solicitation or general advertising within the meaning of Rule 502(c).

On January 2, 2008 the Company received $1,500,000 in cash related to
subscriptions to purchase 10,000,000 restricted equity units at $0.15 per unit
in a private offering. Each unit consists of one share of common stock and one
warrant to purchase one share of common stock for $0.25. The warrants sold under
this offering expire two years from the initial date of the warrant.

On January 15, 2008 the Company issued 70,024 shares of common stock registered
on Form S-8 to Richardson & Patel LLP for legal services that were not in
connection with the offer or sale of the Company's securities.

On January 16, 2008 the Company received $2,500,000 in cash related to
subscriptions to purchase 10,000,000 restricted equity units at $0.25 per unit
in a private offering. Each unit consists of one share of common stock and one
warrant to purchase one common share for $0.45. The warrants sold under this
offering expire two years from the initial date of the warrant.

On February 29, 2008 the Company sold 400 ounces of gold in the form of
internationally redeemable gold certificates and a warrant to purchase to
purchase 800,000 shares of common stock of the Company. The purchase price for
the gold certificates and warrant is $340.000. The warrant sold in this
transaction will expire on December 31, 2009.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5.  OTHER INFORMATION.

During the quarter of the fiscal year covered by this report, the Company
reported all information that was required to be disclosed in a report on Form
8-K.

                                       27
<PAGE>

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.
                        filed as an Exhibit to Bullion River Gold's registration
                        statement on Form 10-KSB filed on April 14, 2004 and
                        incorporated herein by reference.

              10.1      Form of Warrant filed as an attached exhibit to Bullion
                        River Gold's Form 8-K (Current Report) filed on January
                        8, 2008, and incorporated herein by reference.

              10.2      Form of Unit Purchase Agreement filed as an attached
                        exhibit to Bullion River Gold's Form 8-K (Current
                        Report) filed on January 8, 2008, and incorporated
                        herein by reference.

              10.3      Form of Warrant filed as an attached exhibit to Bullion
                        River Gold's Form 8-K (Current Report) filed on January
                        28, 2008, and incorporated herein by reference.

              10.4      Form of Unit Purchase Agreement filed as an attached
                        exhibit to Bullion River Gold's Form 8-K (Current
                        Report) filed on January 28, 2008, and incorporated
                        herein by reference.

              10.5      Form of Unit Purchase Agreement filed as an attached
                        exhibit to Bullion River Gold's Form 8-K (Current
                        Report) filed on January 28, 2008, and incorporated
                        herein by reference.

              31.1*     Certifications pursuant to Section 302 of the
                        Sarbanes-Oxley Act of 2002.

              31.2*     Certifications pursuant to Section 302 of the
                        Sarbanes-Oxley Act of 2002.

              32.1*     Certifications pursuant to 18 U.S.C. Section 1350, as
                        adopted pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002.

              32.2*     Certifications pursuant to 18 U.S.C. Section 1350, as
                        adopted pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002.


 * Filed Herewith.



                                       28
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


         SIGNATURE                          TITLE                       DATE
         ---------                          -----                       ----

                            Chief Executive Officer, Secretary and
    /S/ TIM CALLAWAY           Member of the Board of Directors     May 20, 2008
-------------------------


                              Principal Financial Officer, and
/S/ DR. IUR. RENE JUCHLER     Member of the Board of Directors      May 20, 2008
-------------------------



                                       29