**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**





**Washington,
      D.C. 20549**








FORM
      10-QSB


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





For
      the
      quarterly period ended June 30, 2007





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





For
      the
      transition period from ____________ to____________





Commission
      File No. 333-85414





BULLION
      RIVER GOLD CORP.


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





NEVADA
            98-0377992(State
                or other jurisdiction of
            (I.R.S.
                Employer Identification No.)incorporation
                or organization)





3500
      Lakeside Court, Suite 200


Reno,
      Nevada 89509


(Address
      of Principal Executive Office)





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





Check
      whether the Issuer (1) has filed all reports required to be filed by Sections
      13
      or 15(d) of the Exchange Act during the past 12 months (or for such shorter
      period that the Issuer was required to file such reports), and (2) has been
      subject to such filing requirements for the past 90 days.





(1)
      Yes x  
No o                                           (2)
      Yes x   No o





Indicate
      by check mark whether the Issuer is a shell company (as defined by Rule 12b-2
      of
      the Exchange Act) Yes o  No x





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: August 13, 2007 - 63,452,906





Transitional
      small business disclosure format (check one): Yes o   No x








**INDEX****Part
                I**
            **Financial
                Information**
            **Page**Item
                1
            Consolidated
                Financial Statements (Unaudited):Consolidated
                Balance Sheets
            1Consolidated
                Statements of Operations and Comprehensive Income (Loss)
            2Consolidated
                Statements of Cash Flows
            3Notes
                to the Consolidated Financial Statements
            4Item
                2
            Management’s
                Discussion and Analysis and Results of Operations
            15Item
                3
            Controls
                and Procedures
            17**Part
                II**
            **Other
                Information**
            18







**Item
      1. Financial Statements.**




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





**Bullion
      River Gold Corp.**


**Consolidated
      Balance Sheets**


**As
      at June 30, 2007 and December 31, 2006**




**June
                30, 2007**
            
            **December
                31, 2006**(Unaudited)
            
            (Audited)**Assets**Current
                Assets:Cash
            
            $
            5,374
            
            $
            146,509Inventory
                in process
            
            
            705,100
            
            
            125,065Prepaids
                and other current assets
            
            
            433,289
            
            
            460,022Supplies
                inventory
            
            
            13,515
            
            
            64,065Total
                current assets
            
            
            1,157,278
            
            
            795,661Property
                and equipment, net
            
            
            3,522,515
            
            
            2,556,694Other
                assets:Investment
                securities
            
            
            108,000
            
            
            63,000Deposits
            
            
            119,400
            
            
            289,177Restricted
                reclamation deposits
            
            
            172,702
            
            
            170,709Total
                other assets
            
            
            400,102
            
            
            522,886**Total
                assets**
            
            **$**
            **5,079,895**
            
            **$**
            **3,875,241****Liabilities
                and Shareholders’ Deficit**Current
                liabilities:Accounts
                payable and accrued liabilities
            
            $
            4,292,711
            
            $
            2,144,150Short
                term loans
            
            
            2,389,749
            
            
            -Deferred
                Revenue
            
            
            1,790,631
            
            
            -Current
                portion of capital lease obligations
            
            
            213,057
            
            
            226,608Interest
                payable on convertible debt
            
            
            182,212
            
            
            118,815Total
                current liabilities
            
            
            8,868,360
            
            
            2,489,573Long
                term liabilities:Convertible
                debt, net of discount
            
            
            4,261,554
            
            
            2,187,348Capital
                lease obligations
            
            
            213,666
            
            
            227,732Reclamation
                obligations
            
            
            112,084
            
            
            109,101Total
                long term liabilities
            
            
            4,587,304
            
            
            2,524,181Total
                liabilities
            
            
            13,455,664
            
            
            5,013,754Shareholders’
                deficit:Common
                stock; authorized 200,000,000 shares, $0.001 par value.Issued
                and outstanding 63,286,239 and 59,282,372, respectively.
            
            
            63,286
            
            
            59,282Additional
                paid in capital
            
            
            26,846,347
            
            
            22,836,794Shares
                subscribed
            
            
            -
            
            
            15,244Other
                comprehensive income / (loss)
            
            
            (9,000)
            
            
            18,038Accumulated
                deficit
            
            
            (35,276,402)
            
            
            (24,067,871)Total
                shareholders’ deficit
            
            
            (8,375,769)
            
            
            (1,138,513)**Total
                liabilities and shareholders’ deficit**
            
            **$**
            **5,079,895**
            
            **$**
            **3,875,241**The
                accompanying notes are an integral part of these consolidated financial
                statements.


1


**Bullion
      River Gold Corp.**


**Consolidated
      Statements of Operations**


**For
      the Three and Six Month Periods Ending June 30, 2007 and
      2006**





**Three
                Months Ended June 30,**
            
            **Six
                Months Ended June 30,****2007**
            
            **2006**
            
            **2007**
            
            **2006**(Unaudited)
            
            (Unaudited)
            
            (Unaudited)
            
            (Unaudited)Revenues:Precious
                metal sales
            
            $
            922,533
            
            $
            -
            
            $
            1,275,143
            
            $
            -Cost
                of goods sold:Direct
                production expenses
            
            
            2,479,690
            
            
            -
            
            
            3,187,925
            
            
            -Gross
                loss
            
            
            (1,557,157)
            
            
            -
            
            
            (1,912,782)
            
            
            -Operating
                expenses:Exploration
                and development
            
            
            1,575,115
            
            
            2,857,069
            
            
            3,656,057
            
            
            4,372,154General
                and administrative
            
            
            1,799,826
            
            
            806,253
            
            
            3,032,508
            
            
            1,450,968Stock
                based compensation
            
            
            68,866
            
            
            -
            
            
            150,095
            
            
            -Depreciation
                and accretion
            
            
            169,291
            
            
            101,923
            
            
            322,242
            
            
            167,063Total
                operating expenses
            
            
            3,613,098
            
            
            3,765,245
            
            
            7,160,902
            
            
            5,990,185Loss
                from operations
            
            
            (5,170,255)
            
            
            (3,765,245)
            
            
            (9,073,684)
            
            
            (5,990,185)Other
                income (expense):Interest
                income
            
            
            278
            
            
            4,861
            
            
            17,653
            
            
            14,875Interest
                expense
            
            
            (1,173,060)
            
            
            (12,272)
            
            
            (1,972,903)
            
            
            (22,401)Loss
                on forward sales
            
            
            (226,223)
            
            
            -
            
            
            (226,223)
            
            
            -Gain
                on settlement of debt
            
            
            33,143
            
            
            -
            
            
            27,180
            
            
            -Non-operating
                income, net
            
            
            121,978
            
            
            1,609
            
            
            124,526
            
            
            420Total
                other income (expense)
            
            
            (1,243,884)
            
            
            (3,771,047)
            
            
            (2,029,767)
            
            
            (7,106)Net
                loss before income taxes
            
            
            (6,414,139)
            
            
            (3,771,047)
            
            
            (11,103,451)
            
            
            (5,997,291)Income
                taxes
            
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                loss
            
            
            (6,414,139)
            
            
            (3,771,047)
            
            
            (11,103,451)
            
            
            (5,997,291)Other
                comprehensive income:Unrealized
                holding loss
            
            
            (13,019)
            
            
            -
            
            
            (27,038)
            
            
            -**Net
                comprehensive loss**
            
            **$**
            **(6,427,158)**
            
            **$**
            **(3,771,047)**
            
            **$**
            **(11,130,489)**
            
            **$**
            **(5,997,291)**Basic
                and diluted loss per share
            
            $
            (0.10)
            
            $
            (0.07)
            
            $
            (0.18)
            
            $
            (0.12)Weighted
                average shares outstanding
            
            
            63,117,793
            
            
            51,184,551
            
            
            61,775,462
            
            
            48,856,664


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


2


**Bullion
      River Gold Corp.**


**Consolidated
      Cash Flow Statements**


**For
      the Six Months Ending June 30, 2007 and 2006**





**Six
                Months Ended June 30,****2007**
            
            **2006**(Unaudited)
            
            (Unaudited)**Cash
                Flows From Operating Activities**Net
                loss for the period
            
            $
            (11,103,451)
            
            $
            (5,997,291)Adjustments
                to reconcile net loss to net cashused
                in operating activities:Depreciation
                expense
            
            
            319,260
            
            
            164,034Accretion
                expense
            
            
            2,982
            
            
            3,029Amortization
                related to debt discounts
            
            
            1,468,581
            
            
            -Equity
                instruments issued for services and expenses
            
            
            492,813
            
            
            316,693Gain
                on settlement of debt
            
            
            (27,180)
            
            
            -Loss
                on disposal of assets
            
            
            -
            
            
            1,188Net
                non-cash gain
            
            
            (72,000)
            
            
            -Changes
                in operating assets and liabilities:(Increase)
                decrease in:Inventory
                in process
            
            
            (580,035)
            
            
            -Prepaids
                and other current assets
            
            
            26,695
            
            
            71,658Supplies
                inventory
            
            
            50,550
            
            
            (43,604)Deposits
            
            
            167,784
            
            
            121,653(Decrease)
                increase in:Accounts
                payable and accrued liabilities
            
            
            2,148,561
            
            
            360,630Deferred
                revenue
            
            
            1,790,631
            
            
            -Interest
                payable on convertible debt
            
            
            63,397
            
            
            -Net
                cash used in operating activities
            
            
            (5,251,412)
            
            
            (5,002,010)**Cash
                Flows From Investing Activities**Purchase
                of property and equipment
            
            
            (1,179,875)
            
            
            (1,603,367)Net
                cash used in investing activities
            
            
            (1,179,875)
            
            
            (1,603,367)**Cash
                Flows From Financing Activities**Loans
                from related parties
            
            
            -
            
            
            (13,453)Payments
                on capital leases
            
            
            (132,823)
            
            
            -Short
                term loans
            
            
            2,550,000
            
            
            -Proceeds
                from sale of convertible debt
            
            
            1,400,000
            
            
            -Proceeds
                from sale of common shares
            
            
            2,644,000
            
            
            7,347,091Offering
                costs
            
            
            (171,025)
            
            
            (564,308)Net
                cash received from financing activities
            
            
            6,290,152
            
            
            6,769,330Increase
                (decrease) in cash
            
            
            (141,135)
            
            
            163,953Cash,
                beginning of the period
            
            
            146,509
            
            
            124,788**Cash,
                end of period**
            
            **$**
            **5,374**
            
            **$**
            **288,741****Supplemental
                Disclosure of Cash Flow Information**Cash
                paid for interest
            
            $
            67,994
            
            $
            22,401Cash
                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. 3


**Bullion
      River Gold Corp**


**Notes
      to the Consolidated Financial Statements**


**June
      30, 2007**








**NOTE
      1 - ORGANIZATION AND NATURE OF OPERATION**




**NATURE
      OF OPERATIONS**


Bullion
      River Gold Corp (“the Company”) was incorporated under the laws of the State of
      Nevada on June 29, 2001 under the original name “Dynasty International
      Corporation”. The company was a specialty retailer of home water quality testing
      kits and water purification devices until December 9, 2003 when it changed
      its
      business direction to the exploration of gold and silver in the western United
      States. On January 20, 2004, the Company changed its name to “Bullion River Gold
      Corp.”




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





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




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




**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**BASIS
      OF PRESENTATION**


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





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





**PRINCIPLES
      OF CONSOLIDATION**


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





**PRODUCTION
      AND DEVELOPMENT COST ACCOUNTING**


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





**INVENTORY
      IN PROCESS**


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





**SUPPLY
      INVENTORIES**


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


4





**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.





**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 June 30,
      2007, the Company had 2,062,500 options outstanding and 45,207,874 warrants
      outstanding. At June 30, 2006, the Company had no options outstanding and
      31,029,194 warrants outstanding.





**LEASES**


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





**FIXED
      ASSETS**


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





Furniture
            3
                to 5 yearsEquipment
            2
                to 7 yearsComputer
                Hardware
            3
                yearsComputer
                Software
            2
                yearsBuildings
            10
                yearsOn-Road
                Vehicles
            5
                years





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





**COMPREHENSIVE
      INCOME**


Comprehensive
      income reflects changes in equity that result from transactions and economic
      events from non-owner sources. Comprehensive income for the current period
      represents unrealized holding gains associated with Company investments in
      available for sale securities accounted for in accordance with FASB Statement
      115, *Accounting
      for Certain Investments in Debt and Equity Securities.*


5





**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 June 30, 2007 and 2006.





**CLOSURE,
      RECLAMATION AND REMEDIATION COSTS**


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





The
      Company has estimated costs associated with the closure, reclamation and related
      environmental expenditures of the French Gulch and North Fork properties, which
      have been reflected in its financial statements in accordance with the Financial
      Accounting Standards Board ("FASB") issued Statement of Financial Accounting
      Standards No. 143 ("SFAS 143"), "Accounting for Asset Retirement Obligations",
      which addresses financial accounting and reporting for obligations associated
      with the retirement of tangible long-lived assets and the associated asset
      retirement costs. See Note 10 for a summary of the Company’s reclamation
      obligations.




**STOCK
      OPTIONS**


In
      December 2004, the Financial Accounting Standard Board (“FASB”) issued SFAS
      123R, “Share-Based Payments” (“SFAS No. 123R”), a revision of SFAS No. 123,
“Accounting for Stock-Based Compensation” (“SFAS No. 123”), which requires
      companies to measure all employee stock-based compensation awards using a fair
      value method and record such expense in their financial statements. The Company
      adopted this standard effective January 1, 2006 and elected the
      modified-prospective transition method. Under the modified-prospective
      transition method, awards that are granted, modified, repurchased or cancelled
      after the date of adoption should be measured and accounted for in accordance
      with SFAS No. 123R. The Company had 2,062,500 options outstanding as of June
      30,
      2007 which resulted in charges attributable to the six month period ended June
      30, 2007 in the amount of $150,095. There were no options outstanding on June
      30, 2006.





**CONVERTIBLE
      DEBT**


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




6





**NOTE
      3 - INVENTORIES**





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





**June
                30, 2007**
            
            **December
                31, 2006**Gold
                bullion
            $
            -
            
            $
            -Precious
                metal in process
            
            705,100
            
            
            125,065Supplies
            
            13,515
            
            
            64,065Total
                inventories
            $
            718,615
            
            $
            189,130





Metal-in-process
      inventory contained approximately 1,089 ounces of gold as of June 30, 2007
      and
      197 ounces as of December 31, 2006.







**NOTE
      4 - PROPERTY AND EQUIPMENT**





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





**June
                30, 2007**
            
            **December
                31, 2006**Mine
                equipment
            
            $
            3,479,695
            
            $
            2,369,196Vehicles
            
            
            308,209
            
            
            224,158Office
                equipment
            
            
            191,309
            
            
            160,258Buildings
            
            
            65,287
            
            
            61,911Total
            
            
            4,044,500
            
            
            2,815,523Accumulated
                depreciation
            
            
            (848,206)
            
            
            (528,946)Net
            
            
            3,196,294
            
            
            2,286,577Land
            
            
            110,203
            
            
            110,203Construction
                in progress
            
            
            216,018
            
            
            159,914Property
                and equipment, net
            
            $
            3,522,515
            
            $
            2,556,694








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





**June
                30, 2007**
            
            **December
                31, 2006**Mill
                expansion
            
            $
            38,190
            
            $
            37,922Water
                treatment plant
            
            
            79,746
            
            
            23,561Buildings
                and site infrastructure
            
            
            48,059
            
            
            48,408Paste
                backfill system
            
            
            50,023
            
            
            50,023Total
                construction in progress
            
            $
            216,018
            
            $
            159,914





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





7





**NOTE
      5 - RESTRICTED** **RECLAMATION
      DEPOSITS**





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


**Mineral
                Property**
            **Obligee
                (s)**
            **Inception
                Date**
            **December
                31, 2006**
            **Changes**
            **June
                30, 2007**French
                Gulch
            
            Bureau
                of Land Management
            
            June
                2006
            
            $11,500
            
            $                        -
            
            $                
                  11,500French
                Gulch
            
            Shasta
                County
            
            December
                2006
            
            74,959
            
            1,993
            
            76,952French
                Gulch
            
            California
                Regional Water Control Board
            
            December
                2006
            
            29,900
            
            -
            
            29,900North
                Fork
            
            US
                Forest Service
            
            March
                2004
            
            29,800
            
            -
            
            29,800Antone
                Canyon
            
            US
                Forest Service
            
            March
                2006
            
            3,300
            
            -
            
            3,300Corcoran
                Canyon
            
            USDAFS
            
            April
                2004
            
            2,600
            
            -
            
            2,600Corcoran
                Canyon
            
            Bureau
                of Land Management
            
            April
                2004
            
            6,700
            
            -
            
            6,700Wenban
                Spring
            
            Bureau
                of Land Management
            
            March
                2006
            
            5,400
            
            -
            
            5,400Painted
                Hills
            
            Bureau
                of Land Management
            
            August
                2004
            
            6,550
            
            -
            
            6,550$170,709
            
            $                 1,993
            
            $               172,702






**NOTE
      6 - INVESTMENTS**





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




**Common
                Stock Holdings**
            
            **June
                30, 2007**
            
            **December
                31, 2006**Silver
                Quest Resources LTD.Fair
                value
            
            $
            108,000
            
            $
            63,000Cost
            
            
            135,000
            
            
            45,000Unrealized
                holding gain (loss)
            
            $
            (27,000)
            
            $
            18,000








**NOTE
      7 - DERIVATIVE INSTRUMENTS**





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





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





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





8





**NOTE
      8 - LOANS PAYABLE**




During
      the six months ending June 30, 2007, the Company issued five short term notes
      raising a total of $1,300,000. The principal amounts bear an interest rate
      of
      zero (0.00%), and are due and payable on or before June 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. In May
      2007,
      the Company issued additional short term notes for a total of $830,000. These
      notes carry the same terms as the previously stated notes with the exception
      that they are due and payable on September 30, 2007.





In
      June
      2007, the Company issued an additional short term note with a principal amount
      of $420,000. 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.








**June
                30, 2007**
            
            **December
                31, 2006**Short
                term loans
            
            $
            2,550,000
            
            $
            -Fair
                value of detached warrants
            
            
            (529,582)
            
            
            -Discount
                amortization to date
            
            
            368,364
            
            
            -Accrued
                interest
            
            
            967
            
            
            -Short
                term loans, net
            
            $
            2,389,749
            
            $
            -





**NOTE
      9 - CONVERTIBLE DEBT**





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





**June
                30, 2007**
            
            **December
                31, 2006**Secured
              Debentures
            
            Unsecured
              Debentures
            
            Total
            
            Secured
              Debentures
            
            Unsecured
              Debentures
            
            TotalConvertible
                debt
            
            $
            4,000,000
            
            $
            2,860,948
            
            $
            6,860,948
            
            $
            2,600,000
            
            $
            2,860,948
            
            $
            5,460,948Discount:Relative
                fair value of detached warrants
            
            
            (1,033,570)
            
            
            (856,454)
            
            
            (1,890,024)
            
            
            (766,049)
            
            
            (856,454)
            
            
            (1,622,503)Intrinsic
                value of conversion benefit
            
            
            (1,258,903)
            
            
            (1,310,555)
            
            
            (2,569,458)
            
            
            (1,101,382)
            
            
            (1,310,555)
            
            
            (2,411,937)Discount
                amortization to date
            
            
            997,001
            
            
            863,087
            
            
            1,860,088
            
            
            436,879
            
            
            323,961
            
            
            760,840Net
                discount on convertible debt
            
            
            (1,295,472)
            
            
            (1,303,922)
            
            
            (2,599,394)
            
            
            (1,430,552)
            
            
            (1,843,048)
            
            
            (3,273,600)Convertible
                debt, net of discount
            
            $
            2,704,528
            
            $
            1,557,026
            
            $
            4,261,554
            
            $
            1,169,448
            
            $
            1,017,900
            
            $
            2,187,348





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





9




If
      settlement of all of the convertible debt were to have occurred on June 30,
      2007
      the Company would have paid up to $7,043,161 in cash or have issued up to
      9,390,883 shares of common stock which would have had a market value of
      $5,258,894. Over the remaining life of the outstanding convertible debt the
      Company may pay for settlement up to $8,041,923 in cash or issue up to
      10,722,566 shares of common stock.





**NOTE
      10 - RECLAMATION OBLIGATIONS**





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





French
      Gulch





In
      connection with the reclamation permit obtained in December 2005 based on the
      current operating plan for the French Gulch property, the Company estimated
      reclamation costs to be $75,472 at December 31, 2006. At an accretion rate
      of
      6%, the Company has expensed $2,096 for the six month period ended June 30,
      2007. The total reclamation obligation at June 30, 2007 is
      $77,569.


North
      Fork




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





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





Estimated
                reclamation obligation at December 31, 2006:French
                Gulch
            
            $
            75,472North
                Fork
            
            
            33,629Reclamation
                obligation before 2007 accretion
            
            
            109,101Changes
                in reclamation obligation for the six month period ending June 30,
                2007:French
                Gulch accretion expense
            
            
            2,096North
                Fork accretion expense
            
            
            887Increase
                in reclamation obligation
            
            
            2,983Total
                reclamation obligation at June 30, 2007
            
            $
            112,084








**NOTE
      11 - COMMON STOCK**





During
      the six months ending June 30, 2007 the Company entered into the following
      consolidated equity transactions:





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





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





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





10





**NOTE
      12 - STOCK OPTIONS AND WARRANTS**




On
      December 20, 2006, the Company granted 1,840,000 options exercisable for the
      purchase of one share of common stock each with an exercise price when vested
      of
      $0.50. On February 28 and May 23, 2007 the Company issued 200,000 and 75,000
      additional options, respectively. During the three months ending June 30, 2007,
      52,500 options expired due to voluntary termination of employees. For the year
      ending December 31, 2006, immediately vested options totaled 794,722. During
      the
      six month period ending June 30, 2007, an additional 622,923 options became
      vested for a total of 1,417,645. The remaining 697,355 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 but are expected to
      be
      by the end of the third quarter of 2007.




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
      June
      30, 2007, the Company had the following stock options outstanding:





Options
            
            Weighted
                Average Exercise PriceOutstanding
                December 31, 2006
            
            
            1,840,000
            
            $
            0.50Granted
            
            
            275,000
            
            
            0.70Canceled
            
            
            (52,500)
            
            
            0.50Exercised
            
            
            -
            
            
            -Outstanding
                on June 30, 2007
            
            
            2,062,500
            
            $
            0.51Exercisable
                on June 30, 2007
            
            
            1,417,645
            
            $
            0.50








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




Period
                of Issuance
            Period
                of Expiration
            Total
                Warrants3rdquarter - 2004
            3rdquarter - 2007
            1,343,3354thquarter - 2004
            4thquarter - 2007
            824,2251stquarter - 2005
            1stquarter - 2008
            796,0002ndquarter - 2005
            2ndquarter - 2008
            2,546,8414thquarter - 2005
            4thquarter - 2008
            1,500,0001stquarter - 2006
            1stquarter - 2007
            550,8001stquarter - 2006
            1stquarter - 2008
            13,014,9691stquarter - 2006
            2ndquarter - 2008
            2,224,1622ndquarter - 2006
            2ndquarter - 2008
            6,045,6723rdquarter - 2006
            3rdquarter - 2008
            4,751,0024thquarter - 2006
            3rdquarter - 2008
            800,0004thquarter - 2006
            4thquarter - 2008
            4,097,1731stquarter - 2007
            3rdquarter - 2008
            548,3341stquarter - 2007
            1stquarter - 2009
            4,050,3362ndquarter - 2007
            1stquarter - 2009
            555,0252ndquarter - 2007
            2ndquarter - 2009
            500,0002ndquarter - 2007
            3rdquarter - 2009
            1,060,000Total
              Warrants Outstanding
            45,207,874




11




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





Warrants
            
            Weighted
                Average Exercise PriceOutstanding
                on December 31, 2006
            
            
            39,854,666
            
            $
            0.92Granted
            
            
            6,713,695
            
            
            0.81Canceled
            
            
            -
            
            
            -Exercised
            
            
            (1,360,487)
            
            
            0.70Outstanding
                on June 30, 2007
            
            
            45,207,874
            
            $
            0.83





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





**NOTE
      13 - MINERAL PROPERTIES**





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





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





**French
      Gulch (Nevada) Mining Corp.**





The
      Company has a verbal agreement with the Washington Niagara Mining Partnership
      to
      delay payments under the original terms of the option agreement. As of June
      30,
      2007, the Company is in arrears for a total of $650,000.





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





**North
      Fork Mining Corp.**





The
      Company has a verbal agreement with owners to delay payments under the original
      terms of the option agreement. As of June 30, 2007, the Company is in arrears
      for a total of $60,000.





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




**Antone
      Canyon Property**





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





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





12




**Corcoran
      Canyon Mining Corp.**





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





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





**Wenban
      Spring Mining Corp.**





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





**Mission
      Mine**





The
      Company was in compliance with the terms of the option agreements with TKM
      Corporation as of June 30, 2007. The company has a verbal agreement with Nevada
      Eagle Resources LLC to delay the payment due April 27, 2007 of $15,000. The
      Company made the payment on July 31, 2007.





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





**NOTE
      14 - RELATED PARTY TRANSACTIONS**





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





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





**NOTE
      15 - GOING CONCERN**





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





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





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





Subsequent
      to June 30, 2007, the company raised $2.1 million in cash from equity sales,
      short term loans, and mineral forward sales. The Company is currently
      negotiating the raising of additional funds through debt and equity financing
      which is estimated to be sufficient to complete required capital improvements
      at
      French Gulch and provide working capital to support operations and
      administrative activity in the short term. If the Company does not secure this
      financing it will need to pursue other options in order to continue its
      operating plan.




13




**NOTE
      16 - SUBSEQUENT EVENTS**





Subsequent
      to June 30, 2007, the Company raised $820,000 in cash from short term
      loans.





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





Subsequent
      to June 30, 2007, the Company raised $250,000 in cash from forward sale
      contracts with detached warrants.





Subsequent
      to June 30, 2007, the Company raised $465,000 is cash by selling 930,000
      restricted equity units at $0.50 per unit in a private offering. Each unit
      consists of one common share, one warrant to purchase one common share for
      $0.75, and a warrant to purchase one half of a common share for $0.60. The
      warrants sold under this offering expire two years from the initial date of
      the
      warrant or fifteen calendar days after the tenth consecutive day that the
      Company common stock price closes at or above $0.75 for the $0.60 warrant and
      $1.00 for the $0.75 warrant.




14


**Item
      2.**  **Management’s
      Discussion and Analysis**





This
      document contains certain statements that are "forward-looking" statements
      (as
      the term is defined in the Private Securities Litigation Reform Act of 1995) which
      involve assumptions and describe our future plans, strategies, and
      expectations .
      Any
      such forward-looking statements are inherently speculative and are based on
      currently available information, operating plans, and projections about future
      expectations and trends. As such, they are subject to numerous risks and
      uncertainties, such as general economic and business conditions, the ability
      to
      acquire and develop specific projects, the ability to fund operations, and
      other
      factors over which Bullion River Gold Corp. may have little or no control.
      Actual results and performance may be significantly different from expectations
      or trends expressed or implied by such forward-looking statements.




**Company
      Overview**




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





The
      Company announced production at its French Gulch Subsidiary in November of
      2007.
      Although management believes that the drilling and test mining conducted at
      this
      location has demonstrated there is the potential for a commercially viable
      mine,
      to date French Gulch has not provided enough gold to be cash flow positive.
      There is no assurance that a commercially viable ore body, or reserve, exists
      in
      any of the mineral claims until sufficient exploration work is done and an
      evaluation of that work concludes economic and legal feasibility. The Company’s
      current plans are strictly limited to research and exploration at its other
      properties.





**Results
      of Operations**




*Three
      months ended June 30, 2007 (Q2/07) vs. three months ended June 30, 2006
      (Q2/06)*




There
      were no revenues or cost of sales for Q2/06 as the Company was still in the
      exploration stage at that time. During Q2/07, the Company generated $922,500
      in
      revenue from the sales of precious metals. The revenue was offset with cost
      of
      sales of $2.5 million for a gross loss of $1.5 million.





The
      Company’s total expenses were $4.9 million for Q2/07, an increase of $1.1
      million or 29% over the same period in 2006. The $1.1 million increase in total
      expenses is comprised of an increase in non-operating expenses of $1.2 million
      offset by a decrease in operating expenses of $152,000.





Exploration
      and development expenses totaled $1.6 million for Q2/07 as compared to $2.9
      million for the same period last year, a decrease of $1.3 or 45%. Most of this
      decrease is related to the increase in production related activities at the
      French Gulch mine site compared to Q2/06 when all activity was exploration
      and
      development related. General and administrative expenses totaled $1.8 million
      for Q2/07, an increase of $1 million, or 123%, over Q2/06. This increase is
      primarily due to an increase in purchase option costs and administrative
      consulting services with portions of equity based payments. Other variances
      in
      operating expenses from Q2/06 to Q2/07 include an increase in depreciation
      and
      accretion of $67,000 and an increase in employee stock based compensation of
      $69,000.





The
      increase in net non-operating expenses was primarily attributable to interest
      expense. Interest expense totaled $1.2 million for Q2/07 as compared to $12,000
      for the same period last year. The increase in interest expense is mainly
      attributable to the issuances of convertible debt starting in the third quarter
      of 2006 and the issuance of short term loans with detached stock purchase
      warrants in the first and second quarters of 2007. There was a net increase
      in
      other costs compared to Q2/06 of $77,000 from interest income, loss on forward
      sales, loss on debt, gain on asset disposal, and other non-operating
      income.




*Six
      months ended June 30, 2007 (2007 YTD) vs. six months ended June 30, 2006 (2006
      YTD)*




There
      were no revenues or cost of sales for 2006 YTD as the Company was still in
      the
      exploration stage at that time. During 2007, the Company has generated $1.3
      in
      revenue from the sales of precious metals. The revenue was offset with cost
      of
      sales of $3.2 million for a gross loss of $1.9 million. All of the Company’s
      production activity is from the French Gulch mine site which made the transition
      from an exploration property to a production property during the fourth quarter
      of 2006. The property is continuing to expand its production activity which
      will
      help to increase revenues and distribute costs so that a positive gross margin
      can be attained.


15





The
      Company’s total expenses for 2007 YTD are $9.2 million, an increase of $3.2
      million or 53% over the same period in 2006. The $3.2 million increase in total
      expenses is comprised of an increase in operating expenses of $1.2 million
      and
      an increase in non-operating expenses of $2 million.





Exploration
      and development expenses have totaled $3.7 million for 2007 YTD as compared
      to
      $4.4 million for the same period last year, a decrease of $700,000 or 16%.
      As
      with Q2/07, most of this decrease is related to the increase in production
      related activities at the French Gulch mine site compared to 2006 YTD when
      all
      activity was exploration and development related. General and administrative
      expenses have totaled $3 million for 2007 YTD, an increase of $1.6 million,
      or
      109%, over 2006 YTD. This increase is primarily due to increases in purchase
      option costs and administrative consulting services during 2007. Depreciation
      and accretion totaling $322,000 and employee stock based compensation totaling
      $150,000 during 2007 YTD, a combined increase of 305,000 over 2006 YTD, accounts
      for 26% of the total increase in operating expenses.





The
      same
      factors that affected the Q2/07 increase in net non-operating expenses discussed
      above are applicable to 2007 YTD. Interest expense has totaled $2 million for
      2007 YTD as compared to $22,000 for the same period last year. There was a
      net
      increase in other costs compared to 2006 YTD of $72,000 from interest income,
      loss on forward sales, loss on debt, gain on asset disposal, and other
      non-operating income.





**Liquidity
      and Financial Condition**





*Cash
      and Working Capital*





The
      Company had a cash balance of $5,374 on June 30, 2007. For the six month period
      ending June 30, 2007, the Company had a net cash outflow of $141,135 which
      was
      made up of the following:


·
            The
                Company used $5.3 million in operating activities. This operating
                cash
                outflow represents a net loss for the period of $11.1 million; reduced
                by
                $2.2 of non-cash expenses; increased by a net increase in operating
                assets
                of $335,000; and reduced by an increase in operating liabilities
                of $4
                million.


·
            The
                Company had cash outflow in investment activities of $1.2 million,
                all of
                which represents cash used for the purchase of fixed
                assets.


·
            The
                Company had cash inflow from financing activities totaling $6.3 million
                from a net increase in debt of $4 million; a net increase in equity
                of
                $2.6 million; offset by offering costs of $171,000 and gross lease
                payments of $133,000.




At
      June
      30, 2007, the Company had a working capital deficit of $7.7 million. The
      decrease in working capital of $6.0 million from December 31, 2006 was due
      to an
      increase in current liabilities of $6.4 million partially offset by an increase
      in current assets of $360,000. The increase in current liabilities is primarily
      attributable to increases in deferred revenue, short term loans, and accounts
      payable and accrued liabilities. The Company has an accumulated deficit of
      $35.3
      million since inception and has a shareholder’s deficit of $8.4 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.




16


**Item
      3.**  **Controls
      and Procedures**





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





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


17


**PART
                II - OTHER INFORMATION**




Item
                1.
            Legal
                ProceedingsNone;
                not applicableItem
                2.
            Unregistered
                Sales of Equity Securities and Use of ProceedsNone;
                not applicableItem
                3.
            Defaults
                Upon Senior SecuritiesNone;
                not applicableItem
                4.
            Submission
                of Matters to a Vote of Security HoldersNone;
                not applicableItem
                5.
            Other
                Information.




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





Item
      6.  Exhibits.





31.1
            302
                Certification of Peter M Kuhn31.2
            302
                Certification of Nancy Huber32
            906
                Certification




18




SIGNATURES





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




**BULLION
                  RIVER GOLD CORP.**Dated: 
                  August 13, 2007
              By:
              /s/ Peter
                  M.
                  KuhnPeter
                  M. Kuhn
                Chief
                  Executive Officer and DirectorDated: 
                  August 13, 2007
              By:
              /s/ Nancy
                  HuberNancy
                  Huber
                Chief
                  Financial Officer and
                  Director