UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-QSB
 
 [ X ]
QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the quarterly period ended  March 31, 2004
 
 [    ]
TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the transition period from    to
 
 
 Commission file number 333-85414
 
 
 BULLION RIVER GOLD CORP.(Exact name of small business issuer as specified in its charter)
 
 
 Incorporated in the State of Nevada
(State or other jurisdiction of incorporation or organization)
98-0377992
(I.R.S. Employer Identification No.)1325 Airmotive Way, Suite 325, Reno, Nevada, 89502
(Address of principal executive offices)775-324-4881
(Issuers telephone number)101 Beauvista Drive, Sherwood Park, Alberta, Canada, T8A 3X2
(Former name, former address and former fiscal year, if changed since last report)
 
 
 
 APPLICABLE ONLY TO CORPORATE ISSUERS
 
 State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date.
 
 Class
Outstanding at May 14, 2004Common Stock - $0.001 par value
25,935,004
 
 Transitional Small Business Disclosure Format (Check one): Yes [   ] No [ X ]
 
 Page - 1  PART I  FINANCIAL INFORMATION
 
 Item 1.  Financial Statements.
 
 BULLION RIVER GOLD CORP.
 (An Exploration Stage Company)
 (UNAUDITED)
 CONSOLIDATED FINANCIAL STATEMENTS
 
 As at March 31, 2004 and December 31, 2003
 and for the three month periods ended March 31, 2004 and 2003
 and for the period June 29, 2001 (date of inception) to March 31, 2004
 
 
 Page - 2
   CONSOLIDATED BALANCE SHEETS
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 Page - 3 BULLION RIVER GOLD CORP.
 (An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
As At March 31, 2004 and December 31, 2003
**(UNAUDITED)**
March 31,


December 31,2004


2003ASSETSCurrent AssetsCash

$
462,116

$
152,926Prepaids


31,378


83493,494


153,009Fixed assets, net of $325 accumulated depreciation


4,516


-TOTAL ASSETS

$
498,010

$
153,009LIABILITIES AND STOCKHOLDERS' EQUITYCurrent LiabilitiesAccounts payable and accruals

$
53,507

$
8,144Advance payable


-


15,428Note payable


200,000


200,000TOTAL LIABILITIES


253,507


223,572Commitments and ContingenciesSTOCKHOLDERS' EQUITYShare CapitalAuthorized200,000,000 common shares, $0.001 par valueIssued and outstanding or subscribed26,060,000 and 10,000,000 common shares


26,060


10,000Additional paid in capital


1,121,690


65,000Deficit accumulated during the exploration stage


(903,002
)

(145,563
)Foreign currency translation adjustment


(245
)

-TOTAL STOCKHOLDERS' EQUITY


244,503


(70,563
)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$
498,010

$
153,009
  The accompanying notes are an integral part of these financial statements
 Page - 4 
 BULLION RIVER GOLD CORP.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


From Inception,Three Months Ending March 31,

June 29, 2001 to2004


2003


March 31, 2004Revenue

$
-

$
-

$
-ExpensesAdministrative


45,341


-


70,341Consulting


73,839


34,480


131,814Depreciation


325


-


325Exploration


485,112


-


485,112Filing Fees


2,408


1,255


4,982Interest and Bank Charges


2,157


240


2,936Investor Relations and Promotion


34,663


-


34,663Office


9,334


34


11,781Organizational Costs


-


-


1,000Professional


71,558


3,136


131,052Rent


1,800


-


1,800Salaries and Wages


15,000


-


27,500Travel


15,902


-


18,576Extinguishment of Debt


-


-


(18,880
)757,439


39,145


903,002NET LOSS FOR THE PERIOD

$
(757,439
)
$
(39,145
)
$
(903,002
)BASIC AND DILUTED LOSS PER SHARE

$
(0.03
)
$
(0.00
)WEIGHTED AVERAGE SHARES OUTSTANDING


25,012,146


22,004,586
 
 The accompanying notes are an integral part of these financial statements
 
 Page - 5
 BULLION RIVER GOLD CORP.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
For the periods ended March 31, 2004 and 2003 and from June 29, 2001 (Inception) to March 31, 2004
(UNAUDITED)
DeficitCommon Stock
Subscribed
Accumulated
AccumulatedCommon Stock Issued
Additional


During the
OtherNumber of

Paid in
Number of

Development
ComprehensiveShares
Amount
Capital
shares
Amount
Stage
Income
TotalBalance, June 29, 2001

-
$ -
$ -
-
$ -
$ -
$ -
$ -Issuance of common sharesfor cash, August 8, 2001

1,000,000
1,000
-
-
-
-
-
1,000Issuance of common sharesfor cash, December 6, 2001

1,400,000
1,400
12,600
-
-
-
-
14,000Net loss, for the six month periodended, December 31, 2001

-
-
-
-
-
(1,000)
-
(1,000)Balance, December 31, 2001

2,400,000
2,400
12,600
-
-
(1,000)
-
14,000Net loss, for the three month periodended, March 31, 2002

-
-
-
-
-
(7,336)
-
(7,336)Balance, March 31, 2002

2,400,000
2,400
12,600
-
-
(8,336)
-
6,664Issuance of common shares for cash,November 26 to December 16, 2002

208,500
208
20,642
-
-
-
-
20,850Net loss, for the year ended,December 31, 2002

-
-
-
-
-
(36,011)
-
(36,011)Balance, December 31, 2002

2,608,500
2,608
33,242
-
-
(44,348)
-
(8,498)Issuance of common sharesfor cash, January 7, 2003

95,000
95
9,405
-
-
-
-
9,500Issuance of common sharesfor cash, January 9, 2003

80,000
80
7,920
-
-
-
-
8,000Issuance of common sharesfor cash, February 7, 2003

110,000
110
10,890
-
-
-
-
11,000Issuance of common sharesfor cash, February 18, 2003

106,500
107
10,543
-
-
-
-
10,650Net loss, for the three month period

-
-
-
-
-
(39,145)
-
(39,145)ended, March 31, 2003Balance, March 31, 2003

3,000,000
3,000
72,000
-
-
(83,493)
-
(8,493)Commons shares cancelled,December 2, 2003

(2,000,000)
(2,000)
2,000
-
-
-
-
-Issuance of nine for one commonstock dividend, December 9, 2003

9,000,000
9,000
(9,000)
-
-
-
-
-Net loss, for the year ended,December 31, 2003

-
-
-
-
-
(62,070)
-
(62,070)Balance, December 31, 2003

10,000,000
10,000
65,000
-
-
(145,563)
-
(70,563)Issuance of one and one half for one commonstock dividend, January 13, 2004

15,000,000
15,000
(15,000)
-
-
-
-
-Shares issued for finders fee,March 18, 2004

25,000
25
28,725
-
-
-
-
28,750Shares issued for consulting fees,March 18, 2004

30,000
30
34,470
-
-
-
-
34,500Shares issued for option payment,March 18, 2004

30,000
30
34,470
-
-
-
-
34,500Common stock subscribed, March 25, 2004

-
-
-
100,000
100,000
-
-
100,000Common stock subscribed, January 19, 2004

-
-
-
125,000
125,000
-
-
125,000Common stock subscribed, March 25, 2004

-
-
-
750,000
750,000
-
-
750,000Net loss, for the three month period ended,March 31, 2004

-
-
-
-
-
(757,439)
-
(757,439)Foreign currency translation adjustments

-
-
-
-
-
-
(245)
(245)Balance, March 31, 2004

25,085,000
$ 25,085
$ 147,665
975,000
$ 975,000
$ (903,002)
$ (245)
$ 244,503
 
 The accompanying notes are an integral part of these financial statements
 
 
 Page - 6
 BULLION RIVER GOLD CORP.
 (An Exploration Stage Company)
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 **(UNAUDITED)**
 
  **From Inception,**Three Months Ending March 31,


June 29, 2001 to2004


2003


March 31, 2004CASH FLOWS FROM OPERATING ACTIVITIESNet loss for the period

$
(757,439
)
$
(39,145
)
$
(903,002
)Adjustment to reconcile net loss to net cash usedin operating activities:Fees and expenses paid with common stock


97,750


-


97,750Depreciation


325


-


325Gain on extinguishment of debt


-


-


(18,880
)Changes in operating assets and liabilities:(Increase) in prepaids


(31,295
)

-


(31,378
)Increase (Decrease) in accounts payable and accruals


45,363


(998
)

53,507NET CASH USED IN OPERATING ACTIVITIES


(645,296
)

(40,143
)

(801,678
)CASH FLOWS FROM FINANCING ACTIVITIESCommon stock sold or subscribed


975,000


39,151


1,050,000Advance payable


(15,428
)

-


18,880Note payable


-


-


200,000NET CASH PROVIDED BY FINANCING ACTIVITIES


959,572


39,151


1,268,880NET CASH USED IN INVESTING ACTIVITIESPurchase of fixed assets


(4,841
)

-


(4,841
)Effect of exchange rate changes on cash


(245
)

-


(245
)INCREASE (DECREASE) IN CASH


309,190


(992
)

462,116CASH, BEGINNING OF PERIOD


152,926


1,553CASH, END OF PERIOD

$
462,116

$
561Supplemental information:Non-cash investing and financing activities:Interest paid

$
839

$
-Issuance of shares:For finders fees

$
28,750

$
-For consulting services

$
34,500

$
-For exploration - option payment

$
34,500

$
-
  The accompanying notes are an integral part of these financial statements
  Page - 7
  
 BULLION RIVER GOLD CORP.
 (An Exploration Stage Company)
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 March 31, 2004
 
 
 NOTE 1  NATURE OF OPERATIONS AND BASIS OF PRESENTATION
 
 NATURE OF OPERATIONS
 
 The Bullion River Gold Corp. (the "Company") was incorporated on June 29, 2001, under the laws of the State of Nevada, as Dynasty International Corporation. On December 9, 2003, the Company changed its name to Bullion River Gold Corp. The Company's principal executive offices are in Reno, Nevada.
 
 On December 9, 2003, the Company acquired all of the issued and outstanding shares of each of the following corporations: Antone Canyon Mining Corp., Cimarron Mining Corp., Corcoran Canyon Mining Corp., North Fork Mining Corp. and Thomas Creek Mining Corp. All five of these subsidiaries were incorporated in the State of Nevada on December 9, 2003.
 
 BASIS OF PRESENTATION
 
 The unaudited consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month periods ended March 31, 2004 and 2003 are not necessarily indicative of the results that may be expected for any interim period or the entire year. For further information, these consolidated financial statements and the related notes should be read in conjunction with the Companys audited financial statements for the year ended December 31, 2003 included in the Companys annual report on Form 10-KSB.
 
 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 A summary of the Companys significant accounting policies is included in the Companys 2003 Annual Report. Additional significant accounting policies which affect the Company or which have been developed since December 31, 2003 are summarized below:
 
 EXPLORATION STAGE ACTIVITIES
 
 The Company has not commenced significant operations and, in accordance with SFAS No. 7, the Company was considered a development stage company until it changed business direction in December 2003 and became an exploration company.
 
 PRINCIPLES OF CONSOLIDATION
 
 The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated.
 
 Page - 8 
 BULLION RIVER GOLD CORP.
 (An Exploration Stage Company)
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 March 31, 2004
 
 
 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 FIXED ASSETS
 
 Office furniture and computer software are stated at cost. Depreciation is computed over the estimated useful life of the depreciable assets using the straight-line method. The useful life for the furniture and software is estimated to be five years and two years with no salvage value.
 
 The fixed assets are reviewed each year to determine whether any events or circumstances indicate that the carrying amount of the assets may not be recoverable. Such review is performed based on estimated undiscounted cash flows compared with the carrying value of the assets. If the future cash flows (undiscounted and without interest charges) are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.
 
 COMPREHENSIVE INCOME
 
 Comprehensive income reflects changes in equity that result from transactions and economic events from non-owner sources. Comprehensive income for the current period represents foreign currency translation items associated with the Companys accounts payable.
 
 MINERAL PROPERTY OPTION PAYMENTS AND EXPLORATION COSTS
 
 The Company will expense all 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.
 
 RECLAMATION AND ABANDONMENT COSTS
 
 The Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 143 ("SFAS 143"), "Accounting for Asset Retirement Obligations" which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement establishes a uniform methodology for accounting for estimated reclamation and abandonment costs whereby reclamation and closure costs including site rehabilitation will be recorded at the estimated present value of reclamation liabilities and will increase the carrying amount of the related asset. These reclamation costs will be allocated to expense over the life of the related assets and will be adjusted for changes resulting from the passage of time and revisions to either the timing or the amount of the original present value estimate. The Company's adoption of SFAS No. 143 did not have a material impact on its operations or financial position.
 
 
 
 Page - 9 
 BULLION RIVER GOLD CORP.
 (An Exploration Stage Company)
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 March 31, 2004
 
 
 
 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 RECENT ACCOUNTING PRONOUNCEMENT
 
 The Emerging Issues Task Force (EITF) formed a committee to evaluate certain mining industry accounting issues, including issues arising from the application of Statement of Financial Accounting Standards No. 141, Business Combinations (SFAS No. 141) and SFAS No. 142, Goodwill and Other Intangible Assets (SFAS No. 142) to business combinations within the mining industry, accounting for goodwill and other intangibles and capitalization of costs after the commencement of production, including deferred stripping. The issues to be discussed also include whether mineral interests conveyed by options or leases represent tangible or intangible assets and the amortization of such assets. The Company believes that its accounting for its mineral interests conveyed by options is in accordance with generally accepted accounting principles. However, the Company cannot predict whether the deliberations of the EITF will ultimately modify or otherwise result in new accounting standards or interpretations thereof that differ from the Companys current practices.
 
 NOTE 3 - NOTE PAYABLE
 
 The note payable dated December 19, 2003, is interest free for 90 days, bears interest at 1% after 90 days, is payable on demand and is unsecured. At March 31, 2004, $839 in interest had been accrued.
 
 NOTE 4 - COMMON STOCK
  
 Between November 26 and December 16, 2002, the Company sold 208,500 shares of its common stock at $0.10 per share for cash.
 
 Between January 7 and February 18, 2003, the Company sold 391,500 shares of its common stock at $0.10 per share for cash.
 
 On December 2, 2003, the Company cancelled 2,000,000 common shares.
 
 On December 9, 2003, the Companys directors approved a nine share for every one share, stock dividend.
 
 On December 9, 2003, the Company's directors approved an increase in its authorized share capital from 10,000,000 to 200,000,000 common shares with par value of $0.001 per share.
 
 On January 13, 2004, the Companys directors declared a one and one half share for every one share, stock dividend.
 
 
 
 Page - 10 
 BULLION RIVER GOLD CORP.
 (An Exploration Stage Company)
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 March 31, 2004
 
 
 
 NOTE 4 - COMMON STOCK, continued
  
 On February 6, 2004, the Company approved an offering for two million units at a price of $1.00 per unit to qualified subscribers. Each unit consists of one restricted common share and one restricted share purchase warrant. Each restricted warrant enables the qualified subscriber to purchase one additional restricted common share at a price of $1.50 for a period of two years. During the period the Company received subscriptions from three subscribers for a total of 975,000 units at $1.00 per unit.
 
 On March 18, 2004, the Company issued 30,000 restricted common shares to their Vice-President, Exploration as part of its commitment under the Consulting Agreement. Upon issuance of these shares the Company recorded consulting expense of $34,500 or $1.15 per share, which was the market value of the shares on the date of issuance. (Note 7)
 
 On March 18, 2004, the Company issued 30,000 restricted common shares as part of its commitment under the Thomas Creek Option Agreement. Upon issuance of these shares the Company recorded exploration expense of $34,500 or $1.15 per share, which was the market value of the shares on the date of issuance. (Note 5)
 
 On March 18, 2004, the Company issued 25,000 restricted common shares to their Vice-President, Exploration as a finders fee for locating the Painted Hills property. Upon issuance of these shares the Company recorded a consulting expense of $28,750 or $1.15 per share, which was the market value of the shares on the date of issuance. (Note 5)
 
 NOTE 5  MINERAL PROPERTY OPTIONS
 
 Antone Canyon Mining Corp.
 
 On January 9, 2004, Bullion's wholly owned subsidiary Antone Canyon Mining Corp. ("Antone") was assigned an option to acquire a 100% undivided interest in 60 unpatented mineral claims located in Nye County in the State of Nevada. The option was assigned from a company controlled by the president of Bullion for an assignment fee of $146,142.
 
 At January 9, 2004, all required payments under the option agreement, dated December 12, 2002, had been made and the owner of the mineral claims consented to the assignment of the option agreement to Antone. The required payments were; $20,000 in options payments on each of December 12, 2002 and 2003 and expenditures on the property in excess of $90,000.
 
 The option agreement is for a term of ten years and expires on December 11, 2012. In order to maintain the option in good standing Antone is required to pay the owner annual payments of $40,000 on or before December 12, commencing December 12, 2004, until the option expires or until Antone exercises the option in accordance with one of the following three exercise options, which are; payment to the owner of (1) $4,000,000, (2) $400,000 plus a 3% net smelter royalty (NSR) return granted to the owner, or (3) $2,500,000 plus a 1% NSR granted to the owner.
 
 Page - 11 
 
 BULLION RIVER GOLD CORP.
 (An Exploration Stage Company)
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 March 31, 2004
 
 NOTE 5  MINERAL PROPERTY OPTIONS, continued
 
 Corcoran Canyon Mining Corp.
 
 On February 18, 2004, Bullion's wholly owned subsidiary Corcoran Canyon Mining Corp. ("Corcoran") was assigned an option to acquire a 100% undivided interest in 41 unpatented mineral claims located in Nye County in the State of Nevada. The option was assigned from a company controlled by the president of Bullion for an assignment fee of $43,596. In addition, a company controlled by the president of Bullion has agreed to transfer all of its right, title and interest in 89 contiguous, recently staked, unpatented mineral claims to Corcoran.
 
 At February 16, 2004, the owner of the mineral claims consented to the assignment of the option agreement to Corcoran and all required payments under the original option agreement, dated February 28, 2003, had been made, except for a shortfall of approximately $45,000 required to be spent on exploration and development on the property. The required payments under the option agreement were; $2,000 paid to the owner on execution of the agreement, reimbursement of claim and lease maintenance fees to the owner of $4,454 and expenditures on the property in excess of $50,000.
 
 The original option agreement is for a term of three years and expires on February 28, 2006. In order to maintain the option in good standing Corcoran is required to spend; a minimum of $50,000 on exploration and development on or before each of February 28, 2005 and 2006, Corcoran must pay all annual claim and lease maintenance fees as required to keep the property in good standing and Corcoran must have a comprehensive general commercial liability insurance policy in place having limits of not less than $1 million per occurrence.
 
 The option agreement allows Corcoran to perform limited testing on the property, Corcoran cannot commence mining activities on the property until the option has been exercised. Corcoran can exercise the option and acquire a 100% interest in the property by; paying $200,000 to the owner on the third anniversary of the option agreement and granting the owner a 2% NSR on the mineral claims. Corcoran can repurchase half of the 2% NSR by paying $1 million to the owner at any time after the granting of the 2% NSR.
 
 Cimarron Mining Corp.
 
 On February 19, 2004, Bullion's wholly owned subsidiary Cimarron Mining Corp. ("Cimarron") was assigned an option to acquire a 100% undivided interest in 24 unpatented mineral claims located in Nye County in the State of Nevada. The option was assigned from a company controlled by the president of Bullion for an assignment fee of $13,468.
 
 
 Page - 12 
 BULLION RIVER GOLD CORP.
 (An Exploration Stage Company)
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 **(UNAUDITED)**
 March 31, 2004
 
 
 
 NOTE 5  MINERAL PROPERTY OPTIONS , continued
 
 Cimarron Mining Corp., continued
 
 At February 16, 2004, all required payments under the original option agreement, dated August 22, 2003, had been made and the owner of the mineral claims consented to the assignment of the option agreement to Cimarron. The required payments were; $2,000 on execution of the agreement and reimbursement of claim and lease maintenance fees to the owner of $3,259.
 
 The original option agreement is for a term of three years and expires on August 22, 2006. In order to maintain the option in good standing Cimarron is required to; spend a minimum of $50,000 on exploration and development annually on or before each of August 22, 2004, 2005 and 2006, Cimarron must pay all annual claim and lease maintenance fees as required to keep the property in good standing and Cimarron must have a comprehensive general commercial liability insurance policy in place having limits of not less than $1 million per occurrence.
 
 The option agreement allows Cimarron to perform limited testing on the property, Cimarron cannot commence mining activities on the property until the option has been exercised. Cimarron can exercise the option and acquire a 100% interest in the property by; paying $200,000 to the owner on the third anniversary of the option agreement and granting the owner a 1% NSR on the mineral
 claims. Cimarron can repurchase half of the 1% NSR by paying $500,000 to the owner at any time after the granting of the 1% NSR.
 
 As part of the purchase price the owner has assigned his option on 6 additional claims located in Nye County in the State of Nevada to Cimarron. This additional option expires on June 1, 2004.
 
 Thomas Creek Mining Corp.
 
 On February 20, 2004, Bullion's wholly owned subsidiary Thomas Creek Mining Corp. ("Thomas Creek") was assigned an option to acquire a 100% undivided right, title and interest in 76 unpatented mineral claims located in Eureka County in the State of Nevada. The option was assigned from a company controlled by the president of Bullion for an assignment fee of $53,740.
 
 On February 12, 2004 the owner of the mineral claims consented to the assignment of the option agreement to Thomas Creek. On February 20, 2004, all required payments under the original option agreement, dated December 20, 2002, have been made. The required payments were; $15,000 and issuance of 20,000 common shares on execution of the agreement and $17,500 and issuance of 30,000 common shares of Bullion on upon completion of the assignment of the option agreement. (Note 4)
 
 Page - 13 
 BULLION RIVER GOLD CORP.
 (An Exploration Stage Company)
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 March 31, 2004
 
 NOTE 5  MINERAL PROPERTY OPTIONS, continued
 
 Thomas Creek Mining Corp., continued
 
 The option agreement has a term of ten years and expires on December 20, 2012. In order to maintain the option in good standing Thomas Creek is required to pay the owner; $20,000 on December 20, 2004, $25,000 on December 20, 2005, $30,000 on December 20, 2006 and $30,000 in each subsequent year until the option is exercised or expires, issue 30,000 common shares of the Company each year from December 20, 2004 until the option is exercised or expires and pay all annual claim and lease maintenance fees required to keep the property in good standing.
 
 Thomas Creek can exercise the option and acquire a 100% interest in the property in accordance with one of the following two exercise options which are; (1) granting a 3% NSR to the owner with an option to reduce this 3% NSR to a 1% NSR by paying $1.3 million for each 1% NSR repurchased (2) granting the owner a 2.5% NSR with an option to reduce this 2.5% NSR to a 1% NSR by paying $3.25 million.
 
 North Fork Mining Corp.
 
 On February 23, 2004, Bullion's wholly owned subsidiary North Fork Mining Corp. ("North Fork") was assigned three options to acquire a 100% undivided right title and interest in an aggregate 42 unpatented mineral claims located in Sierra County in the State of California. The option was assigned from a company controlled by the president of Bullion for an assignment fee of $129,115. As additional consideration for the assignment of the option agreements, North Fork granted to a company controlled by the president, a net smelter royalty of 1.5% on the 42 unpatented mineral claims.
 
 On February 18, 2004, all required payments under the original option agreements dated July 1, 2002, July 3, 2002 and March 3, 2003 had been made and the owners of the mineral claims consented to the assignment of the option agreements to North Fork. The required payments under the July 1 and July 3, 2002 option agreements were; $10,000 per agreement on the  original signing dates of July 1 and 3, 2002 and $150 per month for each agreement for the year ending July 3, 2003 and $250  per
 month for each agreement for the period ended February 23, 2004. The March 3, 2003 agreement required $10,000 to be paid upon signing of a final agreement.
 
 The original option agreements dated July 1 and 3, 2002, are for a term of 5 years. To keep these option agreements in good standing North Fork is required to make minimum royalty payments, per agreement, of $250 per month until July 3, 2004, $500 per month until July 3, 2005, $1,000 per month until July 3, 2006, the greater of $5,000 per month or a 5% NSR until July 3, 2007. North Fork is also required to make all maintenance and lease payments to keep the mineral claims in good standing during the term of the option agreements. At the end of the five year term, after all of the royalty payments have been made, North Fork will have acquired a 100% undivided right, title and interest in 35 unpatented mineral claims subject to a 5% net smelter royalty payable, until a maximum of $750,000 in royalty payments have been made under each agreement.
 
 Page - 14 
 BULLION RIVER GOLD CORP.
 (An Exploration Stage Company)
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 March 31, 2004
 
 
 NOTE 5  MINERAL PROPERTY OPTIONS, continued
 
 North Fork Mining Corp., continued
 
 The March 3, 2003 option agreement for 7 unpatented claims has no term. North Fork can acquire an undivided 100% interest in these claims by paying $10,000 once North Fork has successfully completed its stage 1 drilling and exploration program and deciding to continue with exploration and by paying the owner $70,000 upon North Fork has successfully completed its stage 2 drilling and
 exploration program and deciding to continue with exploration.
 
 Painted Hills Claims
 
 During February 2004, Bullion River staked and is in the process of registering their 100% interest in 41 unpatented mineral claims in the Painted Hills district in Humboldt County, Nevada. (Note 4)
 
 NOTE 6  COMMITMENTS
 
 Mineral Property Option Payments
 
 The Company is committed to making the following mineral property work commitments or option payments under assumption of the option agreements:
 
 Property
2004
2005
2006
2007
2008
2009
2010
2011Antone Canyon
$40,000
$40,000
$40,000
$40,000
$40,000
$40,000
$40,000
$40,000Corcoran Canyon
-
$95,000
$50,000
-
-
-
-
-Cimarron
$50,000
$50,000
$50,000
-
-
-
-
-Thomas Creek
$20,000 & 30,000 shares
$25,000 & 30,000 shares
$30,000 & 30,000 shares
$30,000 & 30,000 shares
$30,000 & 30,000 shares
$30,000 & 30,000 shares
$30,000 & 30,000 shares
$30,000 & 30,000 sharesNorth Fork
$7,500
$18,000
$72,000
$60,000
-
-
-
-
 
 
 Page - 15 
 BULLION RIVER GOLD CORP.
 (An Exploration Stage Company)
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 March 31, 2004
 
 
 NOTE 6  COMMITMENTS, continued
 
 Lease Commitment
 
 On January 9, 2004, the Company entered into an office premises lease agreement for a one-year term commencing February 15, 2004. Payments under this agreement are $1,800 per month.
 
 Consulting Commitment
 
 On March 1, 2004, the Company entered into a business consultant agreement whereby the Company has agreed to pay $5,000 per month for business consulting services until March 1, 2005.
 
 NOTE 7  RELATED PARTY TRANSACTIONS
  
 On December 1, 2003, the Company entered into a consulting agreement with the Vice-President, Exploration whereby the Company agreed to pay consulting fees of $6,000 per month until May 31, 2004 and issue 30,000 common shares of the Company. During the three month period ended March 31, 2004 the Company paid $18,000 in consulting fees and issued 30,000 shares and during the year ended December 31, 2003, the company paid or had payable $6,000 in consulting fees, to the Vice-President, Exploration. During the period the Company issued 25,000 shares to the Vice-President, Exploration as a finders fee for staking the Painted Hills Claims. (Notes 4 and 5)
 
 During the three month period ended March 31, 2004 the Company paid $15,000 in salary and reimbursed $3,500 in moving costs to the President of the Company. During the year ended December 31, 2003 the Company paid $12,500 in salary to the President of the Company.
 
 Page - 16 
 Item 2. Managements Discussion and Analysis or Plan of Operation.
 
 The following provides information that management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition of Bullion River Gold Corp. and its subsidiaries (collectively, Bullion or the Company). The discussion should be read in conjunction with the Consolidated Financial Statements and Managements Discussion and Analysis included in Bullions Annual report on Form 10-KSB for the year ended December 31, 2003.
 
 OVERVIEW
 
 On December 9, 2003, Dynasty changed its name to Bullion to better reflect the Companys change in the business direction to gold and silver exploration. The Company is now an exploration stage company with no revenue, no operations and few assets.
 
 On December 9, 2003, the Company acquired all of the issued and outstanding shares of each of the following corporations: Antone Canyon Mining Corp., Cimarron Mining Corp., Corcoran Canyon Mining Corp., North Fork Mining Corp. and Thomas Creek Mining Corp. All five of these subsidiaries were incorporated in the State of Nevada on December 9, 2003.
 
 Results of Operations
 
 Revenue
 
 We anticipate that significant revenues will not be achieved until we locate viable mineral properties from which we are able to extract gold or silver. There is no guaranty that we will locate viable gold or silver reserves and if such minerals are discovered that we will enter into commercial production or that if we do locate viable mineralization that we will be able to secure the financing necessary to proceed with extraction of these minerals.
 
 Expenses
 
 Our expenses increased by $718,294 or 1835% from $39,145 for the three months ended March 31, 2003 to $757,439 for the three months ended March 31, 2004. The increase was primarily due to an increase of $45,341 in administrative fees, $39,359 in consulting fees, $485,112 in exploration, $1,153 in filing fees, $1,917 in interest and bank charges, $34,663 in investor relations and promotion, $9,300 in office, $68,422 in professional fees, $1,800 in rent, $15,000 in salaries and wages and $15,902 in travel. The increases were due to a change in management, change in business direction and commencing our exploration on our mineral properties.
 
 Our expenses increased by $31,809 from $7,336 for the three month period ended March 31, 2002 to $39,145 for the three month period ended March 31, 2003. The increase was primarily due to an increase of $34,480 in consulting fees, $1,255 in filing fees (service fees) offset by a decrease of $3,839 in professional fees.
 
 LIQUIDITY AND FINANCIAL CONDITION
 
 Cash and Working Capital
 
 We had cash of $462,116 and a working capital surplus of $239,987 at March 31, 2004. During the three month period ended March 31, 2004, we used $743,046 in cash for operating activities, primarily for an operating loss of $757,439, an increase in prepaid expenses of $31,295 offset by an increase in accounts payable of $45,363. Cash used in operations of $743,046 was financed by a sale or subscriptions received for common stock of $1,072,750 offset by a decrease in advance payable of $15,428 and an investment in fixed assets. An increase in working capital of $310,550 was due to an increase in current assets of $340,485 offset by an increase in current liabilities of $29,935. We have accumulated a deficit of $903,002 since inception and have a stockholders equity of $244,503. We have no contingencies or long-term commitments except for our commitments under the option agreements.
 
 
 We had cash of $561and a working capital deficit of $8,492 at March 31, 2003. During the three month period ended March 31, 2003, we used $40,143 in cash for operating activities, primarily for an operating loss of $39,145 and a decrease in accounts payable of $998. Cash used in operations of $40,143 was financed by a sale of common stock of $39,151. A decrease in working capital of $15,156 was due to a decrease in current assets of $6,103 and an increase in current liabilities of $9,053. At March 31, 2003 we had accumulated a deficit of $83,492 since inception and had a stockholders deficiency of $8,492. We have no contingencies or long-term commitments.
 
 Page - 17
  Critical Accounting Policies
 
 Mineral Properties
 
 Bullion River confines its exploration activities to areas from which gold and silver have been previously produced or to properties that are contiguous to such areas and have demonstrated mineralization. Bullion River will expense the costs of acquiring options on the mineral claims and exploration costs until established economically recoverable reserves are found; after which, costs to develop the mineral claims will be treated as an asset. At this time it is unknown when established economically recoverable reserves will be found. Properties that do not have economically recoverable reserves will be abandoned.
 
 Reclamation and Abandonment Costs
 
 Adoption of SFAS 143 Accounting for Asset Retirement Obligations which addresses financial accounting and reporting for obligations associated with the reclamation and abandonment costs are not expected to have an impact on Bullion Rivers financial statements while they are in the exploration stage. Once the Company commences operations the policy requires that reclamation and closure costs including site rehabilitation costs be recorded at the estimated present value of reclamation liabilities and recorded as an asset. These reclamation costs will be allocated to expense over the life of the related options and will be adjusted for changes resulting from the passage of time and revisions to either the timing or the amount of the original present value estimate.
 
 Government Regulations
 
 The State of Nevada adopted the Mined Land Reclamation Act (the Nevada Act) in 1989 that established design, operation, monitoring and closure requirements for all mining facilities. The Nevada Act has increased the cost of designing, operating, monitoring and closing new mining facilities and could affect the cost of operating, monitoring and closing existing mining facilities. The State of Nevada has also adopted reclamation regulations pursuant to which reclamation plans have been prepared and financial assurances established for existing facilities. New facilities are also required to provide a reclamation plan and financial assurance to ensure that the reclamation plan is implemented upon completion of operations. The Nevada Act also requires reclamation plans and permits for exploration projects that will result in more than five acres of surface disturbance. The State of California has similar regulations.
 
 Contractual Obligations
 
 Bullions contractual obligations at March 31, 2004 are summarized as follows:
 
 Contractual Obligations
Total
Less than 1 Year
1  3 Years
3  5 Years
More than 5 YearsOption payments
$ 997,500
$ 117,500
$ 470,000
$ 200,000
$ 210,000Note payable
200,000
200,000
-
-
-Consulting fees
67,000
57,000
10,000
-
-Lease Commitments
16,695
16,695
-
-
-
 
 Internal and External Sources of Liquidity
 
 Bullion River has funded its operations primarily from the issuance of common stock, borrowings in the form of a demand note payable.
 
 Plan of Operation
 
 In conjunction with our change in business direction we spent a total of $386,061 on acquiring options on five properties that we plan to explore for gold and silver. The optioned properties are the; Antone Canyon property, Corcoran Canyon property, Cimarron property, Thomas Creek property and the North Fork property. We paid for theses options with cash, advances payable and a short-term note payable. We also acquired the Painted Hills property by staking it ourselves and issuing 25,000 restricted common shares to Jacob Margolis, the vice-president of exploration, as a finders fee for locating the property.
 
 Page - 18
  The following table sets the estimated costs, commencement date and length of Phase 1 of the proposed mineral exploration programs for each of the following properties:
 
 Property
EstimatedCost of Phase 1
Estimated Commencement Date
Estimated Length of ProgramAntone Canyon
$       121,800
June 2004
Two MonthsCorcoran Canyon
130,000
June 2004
Two MonthsCimarron
63,350
August 2004
Six WeeksThomas Creek
101,500
April 2004
Six WeeksNorth Fork
792,500
May 2004
Five MonthsPainted Hills
56,800
September 2004
Six WeeksTotal
$1,265,950
 
 Once we have completed each of the above Phase 1 exploration programs we plan to immediately conduct  an analysis and evaluation of the drill results to determine the feasibility of commencing a Phase 2 drilling program on that property. This second Phase of our drilling program will target the property or properties that show the best drill results during Phase 1, we anticipate commencing our Phase 2 exploration program on between one and four properties. We expect this second Phase of our exploration program to cost between $1.3 and $3 million. We plan to commence and complete our Phase 2 exploration programs during 2004, however embarking on this second phase depends not only on the drilling results obtained during Phase 1, but on the general outlook for gold and silver prices.
 
 On February 6, 2004, we approved a private placement for two million units at $1 per unit. During the period we received subscriptions for 975,000 shares and cash of $975,000 from three subscribers. These funds have been or will be used to pay for the mineral property options, cover our Phase 1 exploration costs, pay for our operating costs, pay our advances payable and to pay our short-term note payable.
 
 We anticipate continuing to rely on private loans, equity sales of common shares or joint ventures with other exploration  companies in order to fund Phase 2 of our exploration program. The issuance of additional shares will result in dilution to existing shareholders of the Company.
 
 We are planning on carrying out exploration activities in regions containing gold or silver deposits primarily the Great Basin in the western United States and the Mother lode belt in California. We are seeking projects that contain or have the potential to contain high grades and large tonnage of gold or silver as well as projects that contain the potential for mineralization concealed under post-mineral cover. There is no assurance that we will locate any high grade and large tonnage or locate projects that contain the potential for mineralization concealed under post-mineral cover.
 
 Unless we locate a commercially viable source for gold or silver and until such time as we achieve significant revenues from the sales of gold or silver we will continue to incur losses. The costs associated with bringing a commercially viable mine into operation are significantly more than our estimated Phase 1 and Phase 2 costs. We cannot guarantee that if, or when we locate a property we consider to be commercially viable that we will be able to obtain the required working capital to bring the mine into commercial production.
 
 We are not currently conducting any research and development activities other than the development of our website. We do not anticipate conducting such activities in the near future except for the development of our mineral properties if or when we locate a commercially viable source of gold or silver. As we proceed with Phases 1 and 2 of our exploration program we will need to hire independent contractors as well as purchase or lease additional equipment.
 
 Antone Canyon Mining Corp.
 
 On January 9, 2004, the Companys wholly owned subsidiary Antone Canyon Mining Corp. (Antone) was assigned an option to acquire a 100% undivided right, title and interest in 60 unpatented mineral claims located in Nye County in the State of Nevada. The option was assigned from Golden Spike Mining, a Nevada corporation majority-owned by Peter M. Kuhn, who is also the president and a director of the Company, for $146,142. The owner of the mineral claims has consented in writing to the assignment.
 
 Page - 19
  The Antone Canyon option agreement is for a term of 10 years and expires on December 11, 2012. All required payments under the option agreement were made prior to the assignment of the option. The required payments were; $20,000 in option payments on each of December 12, 2002 and 2003 and expenditures on the property in excess of $90,000. In order to maintain the option in good standing, Antone is required to pay the owner of the mineral claims annual payments of $40,000 on or before December 12, until the expiration of the option or until Antone exercises the option.
 
 If or when we exercise the option, we will have to choose one of three payment options, which are; payment of $4,000,000 to the owner of the mineral claims, or payment of $400,000 plus a 3% net smelter royalty (NSR) to the owner of the mineral claims, or payment of $2,500,000 plus a 1% NSR to the owner of the mineral claims.
 
 Antone Canyon Property
 
 The following information concerning the Antone Canyon Property has been compiled by Bullion Rivers president, Peter M. Kuhn, M. E. and Bullion Rivers vice president of exploration, Jacob Margolis, MSc, PhD, with guidance from historical data.
 
 Historical Background
 
 The results in the trenches, executed by Golden Spike Mining in late 2002, included 18.3 grams/ton Au over 15.2 meters containing 67.5g/t Au over 3.0m. Only 5 shallow drill holes totaling about 540 meters were drilled by North Mining in 1999 in addition to the 55 holes totaling 5,500 meters drilled by Freeport exploration in the early 1980s. The drill intersections included 24.5 g/t Au over 3.0 m; 38.7 g/t Au over 1.5 meters; and 31.5 g/t Au over 1.5 meters within 6.1 meters of 12.4 g/t Au. Furthermore, the mineral claims contain old workings from 1878 to the 1960s in which high-grade silver was successfully mined. Drilling of the high-grade structures has been limited to within 100 meters of surface, with some holes drilled parallel to mineralized structures. Other work has included trenching, limited soil sampling, select rock-chip sampling, and an IP geophysical survey. We recently collected rock-chip samples that confirm high-grade gold in the Trench-2 quartz stockwork zone that yielded 12.2 g/t Au over 5.5m: 19.0 g/t Au, 6.2 g/t Ag and 8.98 g/t Au, 13.0 g/t Ag.
 
 Location and Access
 
 The Antone Canyon Property is located in Nye County, Nevada, 70 kilometers north of Tonopah, and 13 kilometers southeast of the Round Mountain gold mine operated by Barrick Gold Group and Kinross Gold Corporation.
 
 The Antone Canyon Property consists of 60 unpatented mineral claims with a total area of approximately 1,200 acres (485 hectares) and is located eight miles east of the world class Round Mountain Mine.
 
 Access to the Antone Canyon Property is by pick-up truck on an unpaved trail.
 
 Plant and Equipment
 
 We do not own a plant or any equipment and there is no equipment on the Antone Canyon Property. As there is no source of power on the Antone Canyon Property, power for operations will be generated from generators. We intend to hire independent third party contractors or our own labor force to mine the property if mineralized material is discovered on the Antone Canyon Property.
 
 Geology and Mineralization
 
 The Antone Canyon Property contains structurally-controlled high-grade gold mineralization in Paleozoic silty carbonates and clastic rocks adjacent to a Cretaceous pluton. Mineralization has been tested by trenching and shallow drilling to within 500 feet of surface. Mineralization in the Antone Canyon Property area consists of steeply-dipping, structurally-controlled silification (jasperoid) within interbedded carbonaceous limestone, calcareous siltstone and argillite and remains open at depth and along strike and down dip. Quartz stockworks and jasperoids contain high-grade (>.25 opt, 8.6 g/t) gold mineralization and local coarse free gold. Rock-chip values in trenches reach 113 g/t gold with a low astatine:gold ratio.
 
 Page - 20
 High-grade drill-hole and trench intersections in the Antone Canyon Property area are listed in the following table.
 
 Trench
Drill Hole
Length (m)
g/t Au
Containing (g/t Au/m)EF

15.2
18.3
67.5 / 3EFX

13.7
17.6
39.1 / 1.5 and 46.9 / 1.5T2

5.5
12.2
36 / 0.6FG

3
12.7EFE

3.8
9.9
41.1 / 0.8SB-46
3
24.5
35.1 / 1.5SB-50
6.1
12.4
31.5 / 1.5SB-51
1.5
38.7AC99-2
1.5
13.9
Visible GoldSB-9
3
9.7
 
 The intersections listed above are distributed over an area approximately 300 meters by 100 meters; mineralized structures are open along strike and down dip; and no resources have been calculated. Significant soil and rock-chip anomalies to 12.7 g/t Au and shallow drill intersections grading above 3 g/t Au occur more than 600 meters east and 600 meters west of the Antone Canyon Property. Massive calcite veins adjacent to mineralization may indicate significant decalcification and silicification at depth.
 
 The Antone Canyon Property is within the regional north-trending mineralized belt, which includes the volcanic-hosted and sediment-hosted gold-silver deposits of Goldfield, Tonopah, Midway, Manhattan, Round Mountain, Gold Hill and Northumberland.
 
 The local geology consists of Lower Paleozoic, variably-metamorphosed sedimentary rocks, including limestones, calcareous siltstones, argillites, phyllites, schists and quartzite, occupying a northeast-trending wedge between two large Cretaceous plutons. The Antone Canyon Property is located within the Barcelona Mining District, which is a zoned, polymetallic mineral system genetically related to the Cretaceous intrusive activity, which contains zones of high-grade gold-lead-zinc, gold-silver, silver, mercury-antimony veins as well as copper and molybdenum mineralization.
 
 We do not claim to have any ores or reserves whatsoever at this time on the Antone Canyon Property.
 
 Proposed Exploration Program
 
 We plan to conduct exploration to determine what amount of minerals, if any, exist on the Antone Canyon Property and if any minerals that are found can be economically extracted and profitably processed. Our exploration program is designed to economically explore and evaluate the Antone Canyon Property.
 
 Most of the mineralized area at the Antone Canyon Property has been tested to only 500 feet (150 meters) below surface. Deeper drilling is warranted to test for down-dip extensions to high-grade mineralization. Many previous holes were drilled parallel to mineralized structures. Further drill testing is needed to cross mineralization at an appropriate angle, allowing for an assessment of true widths and multiple parallel mineralized zones. Mineralization is open along strike within the core of the high-grade zone. Therefore, further drilling is needed to extend the mineralization along the strike.
 
 Our action plan is to complete (1) an evaluation of structural controls to mineralization, (2) a phase-1 drilling program to test mineralization at deeper levels and along the strike, and (3) a district-scale surface evaluation to identify additional targets.
 
 We are in the process of extending the former exploration permit on the Antone Canyon Property. Our proposed budget for Phase 1 of the proposed Antone Canyon Property mineral exploration program is as follows:
 
 Page - 21
  BLM fees and county recording fees (2004-2005)
$ 6,500Option payment
40,000Diamond drilling (2,500 feet of HQ-size core in 4 to 5 holes)
50,000Assaying and engineering
10,000Contingency @ 20 %
12,000Drill site reclamation
3,300Total Proposed Budget
$ 121,800
 
 We plan to proceed with Phase 1 of our proposed mineral exploration program and expect it will take from June to August 2004, weather permitting. The decision to extend the proposed mineral exploration program on the Antone Canyon Property to Phase 2 will be contingent upon reasonable encouragement from the results of the proposed mineral exploration program. When we complete Phase 1 of the proposed mineral exploration program, and the results are positive, we will still have to undertake an extensive second Phase mineral exploration program that might consist of further soil sampling, geophysical surveys, trenching or drilling before we will be able to identify commercially-viable reserves. The costs of Phase 2 of the proposed mineral exploration program will be significantly more than the costs set forth above for Phase 1.
 
 Status of Proposed Exploration Program
 
 We are currently evaluating existing data, which will be incorporated in a 3-D model to assist in developing the drill targets and direction . During the three month period ended March 31, 2004, we spent $3,500 on Phase 1 of our Antone Canyon mineral exploration project.
 
 Corcoran Canyon Mining Corp.
 
 On February 18, 2004, Bullion Rivers wholly owned subsidiary Corcoran Canyon Mining Corp. (Corcoran Canyon) was assigned an option to acquire a 100% undivided interest in 41 unpatented mineral claims located in Nye County in the State of Nevada. The option was assigned from Golden Spike Mining, a Nevada corporation majority-owned by Peter M. Kuhn, who is also the president and a director of Corcoran Canyon, for $43,596. The owner of the mineral claims consented in writing to the assignment. In addition, Golden Spike Mining has agreed to transfer all of its right, title and interest in 89 contiguous, recently staked, unpatented mineral claims to Corcoran Canyon.
 
 The original option agreement dated February 28,2003, is for a term of 3 years and expires on February 28, 2006. All required payments under the original option agreement were made prior to the assignment of the option except for approximately $45,000 in exploration and development expenditures that were required to be spent on the property by February 28, 2004. The required payments under the option agreement were; $2,000 on execution of the option agreement, reimbursement of claim and lease maintenance fees to the owner of $4,354 and expenditures on the Corcoran Canyon Property of at least $50,000.
 
 In order to maintain the option, we must pay all annual claim and lease maintenance fees as required to keep the Corcoran Canyon Property in good standing, incur exploration expenditures of at least $50,000 on or before each of February 28, 2005 and 2006, and to carry a comprehensive general commercial liability insurance policy having limits of not less than $1 million per occurrence.
 
 We have approved a work program of approximately $130,000 to be completed by December 31, 2004. The owner is aware of this new work program and has verbally agreed to the time extension to allow Corcoran Canyon to meet its February 28, 2004, minimum exploration expenditures.
 
 The option agreement limits us to performing limited testing on the Corcoran Canyon Property. We cannot commence mining activities on the property until the option has been exercised. We can exercise the option and acquire a 100% interest in the Corcoran Canyon Property by paying $200,000 to the owner on the third anniversary of the option agreement and granting the owner a 2% NSR on the mineral claims. We can repurchase 1% of the 2% NSR by paying $1 million to the owner at any time after the granting of the 2% NSR.
 
 Corcoran Canyon Property
 
 The following information concerning the Corcoran Canyon Property has been compiled by Bullion Rivers president, Peter M. Kuhn, M. E. and Bullion Rivers vice president of exploration, Jacob Margolis, MSc, PhD, with guidance from historical data.
 Page - 22
 Historical Background
 
 Previous drilling between 1970 and 1990 defined a resource, the Silver Reef, estimated by Echo Bay Exploration at 1.61 million tones grading 175 g/t silver and 0.86 g/t gold (~3.1 g/t Au eq. ), for approximately 9M oz silver. Approximately 100 holes were completed, largely within the exposed gold-silver resource. Drill testing has been shallow, with only 8 holes known to be deeper than 240 meters. Many gold-silver anomalies have not been drill tested and there has been no systematic district-wide geochemical sampling. Highly variable silver-gold ratios are present within the resource. This variability is not the result of weathering effects and indicates that the Corcoran Canyon Property contains both gold-rich and silver-rich mineralization. Our recent rock-chip sampling has confirmed the presence of gold mineralization with a low gold:silver ratio peripheral to the known gold:silver resource. Results include 1.47 g/t gold (9.5 ppm silver, 2970 ppm arsenic, 1.0 ppm mercury, 59 ppm antimony) 1,100 meters west of the resource and 1.7 g/t gold (9.5 ppm silver, 4030 ppm arsenic, 3.3 ppm mercury, 76 ppm antimony) 400 meters south of the resource. Previous limited shallow drilling in these two areas has intersected gold mineralization, including .89 g/t gold (2.3 g/t high) over 15 meters with 4.1 g/t silver at the first location and .75 g/t gold over 5 meters with 1.7 g/t silver at the second. This gold-rich facies also contains higher arsenic, antimony and mercury than silver-rich mineralization.
 
 Location and Access
 
 The property consists of 130 unpatented mineral claims with a total area of approximately 2,600 acres (1,052 hectares) (the Corcoran Canyon Property).
 
 The Corcoran Canyon Property is located in south-central Nevada 80 kilometers north of Tonopah and 19 kilometers east of the Round Mountain gold mine.
 
 Access to the Corcoran Canyon Property is by pick-up truck on an unpaved trail.
 
 Plant and Equipment
 
 We do not own a plant or any equipment and there is no equipment on the Corcoran Canyon Property. As there is no source of power on the Corcoran Canyon Property, power for operations will be generated from generators. We intend to hire independent third party contractors or our own labor force to mine the property if mineralized material is discovered on the Corcoran Canyon Property.
 
 Geology and Mineralization
 
 The Corcoran Canyon Property contains significant caldera-related, volcanic-hosted silver-gold mineralization along a 5.5 kilometers long, northeast-trending structural zone defined by alteration/mineralization, faulting and intrusions. Mineralization coincides with a district-scale, east-northeast trending structural zone coinciding with a caldera margin. The Corcoran Canyon Property is located within a regional north-trending mineralized belt that includes the volcanic-hosted and sediment-hosted gold-silver deposits of Goldfield, Tonopah, Midway, Manhattan, Round Mountain, Gold Hill and Northumberland. Arsenic, mercury, thallium and antimony are strongly elevated with gold and silver; base-metal contents are low. Both structural and stratigraphic controls are evident. The district contains a significant silver-gold resource, the Silver Reef deposit.
 
 Our analysis of district geology identified a new target covered by pediment alluvium (valley fill) where the mineralized trend intersects the range-front fault system 3 kilometers east of the resource area (the New Target). We have recently staked eighty-nine of the 130 unpatented mineral claims the New Target.
 
 Fracture surfaces within strongly altered rock are locally coated with adularia (hydrothermal potassium feldspar), and this has not been described from the Corcoran Canyon Property previously. Similar adularia-coated fractures are characteristic of gold mineralization at Round Mountain and indicative of boiling, a process that can yield high-grade gold-silver mineralization.
 
 Page - 23
 We do not claim to have any ores or reserves whatsoever at this time on the Corcoran Canyon Property.
 
 Proposed Exploration Program
 
 We are planning to conduct exploration to determine what amount of minerals, if any, exist on the Corcoran Canyon Property and if any minerals that are found can be economically extracted and profitably processed. Our exploration program is designed to economically explore and evaluate the Corcoran Canyon Property.
 
 Our proposed exploration program consists of (1) completing a 3D analysis of mineralization and (2) designing and completing a Phase 1 drilling program to test extensions of the known resource and the New Target.
 
 A 3-dimensional analysis of the silver-gold resource is underway to constrain structural and stratigraphic controls to the mineralization and identify untested extensions. Preliminary work indicates potential for additional mineralization down dip and to the west, northwest, and possibly northeast of the resource, and these extensions include areas concealed by alluvium and post-mineral volcanics. Additional targets are expected to be developed through continued analysis of the volcanic stratigraphy, structure and district alteration and mineralization patterns.
 
 We have received our exploration permit from the BLM and we are applying for an exploration permit with the U.S. Forest Service, for the Corcoran Canyon Property. Our proposed budget for Phase 1 of the proposed Corcoran Canyon Property mineral exploration program is as follows:
 
 BLM fees and county recording fees (2004-2005)
$ 14,000Reverse Circulation drilling (6,000 feet of HQ-size core in 10 to 15 holes)
60,000Assaying and engineering
20,000Contingency @ 20 %
16,000Drill site preparation and reclamation
20,000Total Proposed Budget
$ 130,000
 
 We plan to proceed with Phase 1 of our proposed mineral exploration program and expect it will take from June to August 2004. The decision to extend the proposed mineral exploration program on the Corcoran Canyon Property to Phase 2 will be contingent upon reasonable encouragement from the results of the proposed mineral exploration program. When we complete Phase 1 of the proposed mineral exploration program, and the results are positive, we will still have to undertake an extensive second Phase that might consist of further soil sampling, geophysical surveys, trenching or drilling before we will be able to identify commercially-viable reserves. The costs of Phase 2 of the proposed mineral exploration program will be significantly more than the costs set forth above for Phase 1.
 
 Status of Proposed Exploration Program
 
 We are currently preparing for Phase 1 of our proposed exploration program. During the three month period ended March 31, 2004, we spent $19,000 on Phase 1 of our Corcoran Canyon mineral exploration project.
 
 Cimarron Mining Corp.
 
 On February 19, 2004, Bullion Rivers wholly owned subsidiary Cimarron Mining Corp. (Cimarron) was assigned an option to acquire a 100% undivided interest in 30 unpatented mineral claims located in Nye County in the State of Nevada (the Cimarron Property). The option was assigned from Golden Spike Mining, a Nevada corporation majority-owned by Peter M. Kuhn, who is also the president and a director of Cimarron, for $13,468. The owner of the mineral claims consented in writing to the assignment.
 
 The Cimarron option agreement, dated August 22, 2003, is for a term of 3 years and expires on August 22, 2006, with the exception of a prior option agreement, for six of the 30 mineral claims, that expires on June 1, 2004. All required payments under the original option agreement were made prior to the assignment of the option. The required payments under the option agreement were; $2,000 on execution of the agreement and reimbursement of claim and lease maintenance fees to the owner of $3,259.
 
 In order to maintain the option, we must pay all annual claim and lease maintenance fees required to keep the Cimarron Property in good standing, incur exploration expenditures of at least $50,000 on or before each of August 22, 2004, 2005, and 2006, and carry comprehensive general commercial liability insurance policy having limits of not less than $1 million per occurrence.
 
 Page - 24
  The option agreement limits us to performing limited testing on the Cimarron Property. We cannot commence mining activities on the Cimarron Property until the option has been exercised. We can exercise the option and acquire a 100% interest in the Cimarron Property by paying $200,000 to the owner on the third anniversary of the option agreement and granting the owner a 1% NSR on the mineral claims. We can repurchase one half of the 1% NSR by paying $500,000 to the owner at any time after the granting of the 1% NSR.
 
 Cimarron Property
 
 The following information concerning the Cimarron Property has been compiled by Bullion Rivers president, Peter M. Kuhn, M. E. and Bullion Rivers vice president of exploration, Jacob Margolis, MSc, PhD, with guidance from historical data.
 
 Historical Background
 
 Previous drilling through 1997 has defined a resource of approximately 52,000 ounces gold (1.57 million tones grading 1.31 g/t Au) as calculated by Tellis Gold. Our recent sampling has confirmed the high grades, with rock-chip samples returning values to 30.2 g/t Au.
 
 Subsequent to small-scale underground mining that ceased in the 1970s, 6 exploration programs have been conducted in the district surrounding the Cimarron Property. The principal efforts have been by Newmont Mining (1980-1981), Gold Fields (1985), Echo Bay (1987-1988) and Romero (1995-1997). About 290 holes have been drilled, mostly within the main resource area. Gold mineralization has been intersected in drilling in each of the seven zones listed in the following table. A resource of 50,000 ounces in three zones was estimated in 1988 for the Cimarron area using about 190 drill holes and a cutoff grade of 10 feet of .015opt gold (.5 g/t over 3 meters).
 
 Zone
Million Metric Tons
g/t Gold
M tons
opt Au
OuncesWest
1.05
1.40
0.95
0.041
38950Central
.26
0.82
0.24
0.024
5760East
.26
0.75
0.24
0.022
5500Total
1.57
1.31
1.43
0.035
50210 
 Metallurgical testing in 1988 yielded recoveries of 85% on non-agglomerated rock crushed to 1/2 inch. The three zones cover about 44 acres (.18 sq kilometers), wrapping around the northwest side of an intrusive rhyolite dome. Only a few holes used in the resource calculation exceed a depth of 160 meters, and most are within 100 meters of surface. A number of holes bottom in mineralization. Only 21 additional holes have been drilled in the resource area since 1988, and most of these holes encountered mineralization. Examples of selected drill intersections in the resource area are listed in the following table.
 
 Hole
Length (m)
Au g/t
Interval (m)
From (m)
NotesEB91
66
4.46
11
0EB86
49
2.59
30
10
2 separate zonesEB23
66
50.70
3
5C3
98
1.13
15
84C4
90
4.53
39
51C7
66
1.17
21
44C10
74
2.54
20
43C12
72
4.49
23
28C28
52
5.31
7
0C50
107
1.20
26
80C53
164
2.78
7
34C56
184
5.76
10
34C92
79
3.94
46
15242
133
1.06
23
44245
179
0.96
26
113278
303
2.06
20
54270
98
1.18
30
20
3 separate zones273
66
2.40
10
43EB30
98
0.90
44
39
4 separate zonesEB84
82
0.93
34
23EB85
108
0.89
34
30  
 Page - 25
  Location and Access
 
 The property consists of 30 unpatented mineral claims with a total area of approximately 600 acres (243 hectares) (the Cimarron Property).
 The Cimarron Property is located in Nye County, Nevada within the Walker Lane mineral belt in south-central Nevada, 30 kilometers north of historic Tonopah bonanza silver and gold district and 45 kilometers south of the Round Mountain gold mine and 15 kilometers west of the Midway project.
 
 Access to the Cimarron Property is by pick-up truck on an unpaved trail.
 
 Plant and Equipment
 
 We do not own a plant or any equipment and there is no equipment on the Cimarron Property. As there is no source of power on the Cimarron Property, power for operations will be generated from generators. We intend to hire independent third party contractors or our own labor force to mine the property if mineralized material is discovered on the Cimarron Property.
 
 Geology and Mineralization
 
 The Cimarron Property contains volcanic-hosted epithermal gold mineralization associated with intrusive rhyolite dikes and flow domes. The Cimarron Property lies within the regional, northwest-trending Walker Lane mineral belt, which contains a number of volcanic-hosted gold deposits with locally significant silver mineralization. The Cimarron Property lies along the northeastern margin of the belt, a structural boundary that has localized productive gold-silver mineralization at the Paradise Peak (1.7 Moz) and Rawhide mines (1.5 Moz) and the Midway project 15 kilometers to the southeast. Paleozoic sedimentary rocks (argillites, greenstone, chert) underlie the volcanics; the contact is locally 75 meters to 200 meters beneath mineralized areas. Post-mineralization volcanic units locally conceal mineralization. The Cimarron Property is a low-sulfidation, volcanic-hosted epithermal system containing high-grade gold mineralization within quartz veins, vein stockworks and breccia zones along northwest-trending structures. Mineralization also commonly follows the margins of intrusive flow domes and dikes. High-grade mineralization occurs within an area of at least two kilometers strike length and up to one kilometer in width. The strongest mineralization in the main resource area occurs where high-angle northwest and north trending structures intersect a gently-dipping coarse-grained tuff, resulting in stratiform, gently-dipping mineralization within the tuff marginal to the structures.
 
 Examples of high-grade (+.25 opt Au, + 8.6 g/t Au) gold values in outcrops and underground workings are listed in the following table.
 
 Area
Gold (grams/ton)
Area
Gold (grams/ton)Cimarron
106.7
North Breccia
16.821.9
San Antonio
9.516.3

12.49.9 (Bullion River sample)

9.6CO8
53.5

8.624
West adit
29.230.2

10.19.2

12.0 (Bullion River sample)8.9
 
 We do not claim to have any ores or reserves whatsoever at this time on the Cimarron Property.
 
 Proposed Exploration Program
 
 We must conduct exploration to determine what amount of minerals, if any, exist on the Cimarron Property and if any minerals that are found can be economically extracted and profitably processed. Our exploration program is designed to economically explore and evaluate the Cimarron Property.
 
 Our proposed exploration program consists of c ompleting a 3-dimensional analysis of mineralization in the main resource area in order to constrain mineralization controls and identify any remaining exploration targets.
 
 Analysis of the resource area and other parts of the district is underway, with preliminary results indicating that mineralization in the resource area is open along the strike and that additional high-grade structures have not been adequately tested. A drilling program will be outlined pending final results of the analysis.
 
 We are applying for an exploration permit the BLM. Our proposed budget for Phase 1 of the Cimarron Propertys proposed mineral exploration program is as follows:
 
 BLM fees and county recording fees (2004-2005)
$ 3,350Private land fees
2,000Reverse Circulation drilling (2,500 feet in 4 to 5 holes)
25,000Soil sampling and mapping
15,000Contingency @ 20 %
8,000Drill site reclamation
10,000Total Proposed Budget
$ 63,350
 
 We plan to proceed with Phase 1 of our proposed mineral exploration program and expect it will take six weeks beginning in August 2004.  The decision to extend the proposed mineral exploration program on the Cimarron Property to Phase 2 will be contingent upon reasonable encouragement from the results of the proposed mineral exploration program. When we complete Phase 1 of the proposed mineral exploration program, and the results are positive, we will still have to undertake an extensive second Phase that might consist of further soil sampling, geophysical surveys, trenching or drilling before we will be able to identify commercially-viable reserves. The costs of Phase 2 of the proposed mineral exploration program will be significantly more than the costs set forth above for Phase 1.
 
 Status of Proposed Exploration Program
 
 We are currently preparing to locate our drill targets and the direction the drill holes will take . During the three month period end March 31, 2004 we had spent $8,000 on Phase 1 of our Cimarron mineral exploration program.
 
 Thomas Creek Mining Corp.
 
 On February 20, 2004, Bullion Rivers wholly owned subsidiary Thomas Creek Mining Corp. (Thomas Creek) was assigned an option to acquire a 100% undivided right, title and interest in 76 unpatented mineral claims located in Eureka County in the State of Nevada. The option was assigned from Golden Spike Mining, a Nevada corporation majority-owned by Peter M. Kuhn, who is also the president and a director of Thomas Creek, for $53,740. The owner of the mineral claims consented in writing to the assignment.
 
 Page - 26
  The Thomas Creek option agreement is for a term of 10 years and expires on December 20, 2012. All required payments under the original option agreement were made prior to the assignment of the option. The required payments were; $15,000 and issuance of 20,000 common shares on execution of the agreement, $17,500, and issuance of 30,000 common shares on the later of (i) December 20, 2003 and (ii) the completion of the assignment of the option agreement to a public company. The 30,000 shares of Bullion River were issued to the owner on March 18, 2004.
 
 In order to keep the Thomas Creek Property in good standing, we must, until the option is exercised or expires, pay $20,000 on December 20, 2004, $25,000 on December 20, 2005, $30,000 on December 20, 2006, and $30,000 in each subsequent year, and issue 30,000 common shares of Bullion River each year from December 20, 2004, and pay all annual claim and lease maintenance fees required to keep the Thomas Creek Property in good standing.
 
 We can exercise the option to acquire a 100% interest in the Thomas Creek Property in accordance with one of the following two exercise options; (1) granting a 3% NSR to the owner with an option to reduce this 3% NSR to a 1% NSR by paying $1.3 million for each 1% NSR repurchased, (2) granting the owner a 2.5% NSR with an option to reduce this 2.5% NSR to a 1% NSR by paying $3.25 million.
 
 Thomas Creek Property
 
 The following information concerning the Thomas Creek Property has been compiled by Bullion Rivers president, Peter M. Kuhn, M. E. and Bullion Rivers vice president of exploration, Jacob Margolis, MSc, PhD, with guidance from historical data.
 
 Historical Background
 There has been no previous drilling of the Thomas Creek Property, and previous exploration sampling appears to have been minimal. Gold values from a recently collected suite of samples reached 130 ppb and mercury values reached 7.5 ppm, with locally-anomalous arsenic, thallium, antimony, silver and molybdenum.
 
 Location and Access
 
 The property consists of 76 unpatented mineral claims with a total area of approximately 1,520 acres (615 hectares) (the Thomas Creek Property). The Thomas Creek Property is located in Eureka County, Nevada in northeastern Nevada, 56 kilometers southwest of Elko and 23 kilometers southwest of the Rain Gold Mine.
 
 Access to the Thomas Creek Property is by pick-up truck on an unpaved trail.
 
 Plant and Equipment
 
 We do not own a plant or any equipment and there is no equipment on the Thomas Creek Property. As there is no source of power on the Thomas Creek Property, power for operations will be generated from generators. We intend to hire independent third party contractors or our own labor force to mine the property if mineralized material is discovered on the Thomas Creek Property.
 
 Geology and Mineralization
 
 The Thomas Creek Property contains a north-trending, high-level epithermal vein system traceable for 3.7 kilometers along a range-front fault along the west side of Iron Blossom Mountain, a spur off of the northern Cortez Range. Rock-chip samples of banded to massive chalcedony with local bladed calcite, bladed silica-after-calcite, and pyretic zones have yielded gold values to 130 ppb gold with strongly-elevated mercury and other trace elements. Exposures of the veining occur at the edge of post-mineralization valley alluvium (pediment cover), dip west under the alluvial cover and reach maximum widths of 30 meters.
 
 The Thomas Creek Property lies within a region of Jurassic volcanics and intrusions between the gold deposits of the Battle Mountain and Carlin trends. The north-northwest striking Thomas Creek vein system lies along the southern strike extension of the Post fault. The structural control to the Thomas Creek vein system is similar to that of productive epithermal volcanic-hosted gold-silver deposits and many of the Carlin-type sediment-hosted gold deposits in the surrounding region.
 
 Page - 27
 A north-northwest trending dike parallels the vein system about one kilometer to the east. The dike is parallel to and along the southern strike extension of the swarm of Late Eocene dikes that is genetically and temporally linked to the Carlin-type gold deposits of the northern Carlin trend. Veining largely consists of massive to banded chalcedony with lesser quartz, opal and bladed calcite; bladed chalcedony and quartz pseudomorphs after calcite are common. Although largely oxidized, local unoxidized zones contain fine-grained pyrite and possibly other sulfides. Individual exposures of massive veining reach 50 meters in width and 200 meters in length, but are largely concealed by post-mineralization alluvium along the range edge. A series of vein exposures covers over 25% of the 3.7 kilometer long trend. Individual veins within the massive vein zones reach several meters in width and generally trend N-NW parallel to the overall vein system. However, northeasterly and northwesterly vein orientations occur, indicating the presence of crossing structures, structural intersections and the potential for enhanced mineralization at structural intersections. Host rocks exposed along the east (footwall) side of the vein system are iron-oxide rich argillized and silicified Jurassic volcanics containing chalcedony vein stockworks. These rocks were apparently sulfidized during vein development. Banded veins are exposed for at least 300 meters into the footwall. The veining at exposed levels is indicative of a high-level epithermal system largely above the boiling level, where gold-silver precipitation is expected to be most pronounced. Mercury, and to some extent antimony and arsenic, tend to be the dominant geochemical signal at such high levels, with gold values very low.
 
 We do not claim to have any ores or reserves whatsoever at this time on the Thomas Creek Property.
 
 Proposed Exploration Program
 
 We plan to conduct exploration to determine what amount of minerals, if any, exist on the Thomas Creek Property and if any minerals that are found can be economically extracted and profitably processed. Our exploration program is designed to economically explore and evaluate the Thomas Creek Property.
 
 Our proposed exploration program is to (1) complete an evaluation of assay results, with follow-up sampling and mapping as needed, (2) complete a Phase 1 drilling program to test the exposed vein system at depth, test for veining beneath pediment cover to the west, (3) test for veining continuity between the individual large vein exposures, and (4) depending on the results of the first-phase drilling program, complete an appropriate geophysical survey to aid in the delineation of vein zones.
 
 The Bureau of Land Management has approved an exploration permit, and a 7-hole drilling program has commence on April 23, 2004, aimed at testing the deeper levels of the vein system.
 
 Our proposed budget for Phase 1 of the Thomas Creek Propertys mineral exploration program is as follows:
 
 BLM fees and county recording fees (2004-2005)
$ 8,500Option payment
20,000Reverse Circulation drilling (4,000 feet in 5 to 8 holes)
40,000Assaying, engineering, etc.
15,000Contingency @ 20 %
12,000Drill site reclamation
6,000Total Proposed Budget
$ 101,500
 
 We are presently proceeding with Phase 1 of our mineral exploration program and expect it will take six weeks . The decision to extend the proposed mineral exploration program on the Thomas Creek Property to Phase 2 will be contingent upon reasonable encouragement from the results obtained in Phase 1 of the proposed mineral exploration program. When we complete Phase 1 of the proposed mineral exploration program, and the results are positive, we will still have to undertake an extensive second Phase that might consist of further soil sampling, geophysical surveys, trenching or drilling before we will be able to identify commercially-viable reserves. The costs of Phase 2 of the proposed mineral exploration program will be significantly more than the costs set forth above for Phase 1.
 
 Status of Proposed Exploration Program
 
 We are currently proceeding with Phase 1 of our exploration program. During the three month period ended March 31, 2004, we spent $47,000 on Phase 1 of our mineral exploration program.
 
 Page - 28
  North Fork Mining Corp.
 
 On February 23, 2004, Bullion Rivers wholly owned subsidiary North Fork Mining Corp. (North Fork) was assigned three options to acquire a 100% undivided right, title and interest in 42 unpatented mineral claims located in Sierra County in the State of California. The option was assigned from Golden Spike Mining, a Nevada corporation majority-owned by Peter M. Kuhn, who is also the president and a director of North Fork, for $129,115. As additional consideration for the assignment of the option agreements, North Fork granted Golden Spike Mining a net smelter royalty of 1.5% on the 42 unpatented claims. The owners of the mineral claims consented in writing to the assignment.
 
 The terms of two of the three North Fork option agreements for a total of 35 unpatented claims are as follows:
 
 Term of 5 years and expiring on July 3, 2007, all required payments under the original option agreements were made prior to the assignment of the option on February 18, 2004. These required payments were; $10,000 per agreement on the original signing dates of July 1 and 3, 2002, $150 per month for each agreement for the year ended July 3, 2003 and $250 per month for each agreement for the period ended February 23, 2004.
 
 In order to keep these two options in good standing we are required to pay, per agreement, minimum royalty payments of $250 per month until July 3, 2004, $500 per month until July 3, 2005, $1,000 per month until July 3, 2006 and the greater of $5,000 per month or a 5% NSR during the fifth year. We must also make all maintenance and lease payments to keep the mineral claims in good standing during the term of the option. At the end of the five year term, after all of the royalty payments have been made, we will have acquired a 100% undivided right, title and interest in these 35 unpatented mineral claims subject to a 5% net smelter royalty payable, until a maximum of $750,000 in royalty payments have been made under both of the agreements.
 
 The terms of the third North Fork option agreement for 7 unpatented claims are as follows:
 
 The original letter option agreement dated March 4, 2003, has no term and $10,000 was payable on signing of the option agreement. This required payment was made prior to the assignment of the option to North Fork on February 18, 2004. We can acquire an undivided 100% interest in these mineral claims by paying the owner $10,000 upon completing a Stage 1 drilling and exploration program and deciding to continue with exploration, and paying the owner $70,000 upon completing a Stage 2 drilling and exploration program and deciding to continue with exploration.
 
 North Fork Property
 
 The following information concerning the North Fork Property has been compiled by Bullion Rivers president, Peter M. Kuhn, M. E. and Bullion Rivers vice president of exploration, Jacob Margolis, MSc, PhD, with guidance from historical data.
 
 Historical Background
 
 From about 1910 to 1940, more than 6,000 feet of underground workings were developed on three levels. Placer gold was discovered in the Mother Lode Belt in 1849 and in the Alleghany district in 1852. Underground mining of high-grade veins at Alleghany began in 1853. The North Fork Mine was developed between 1910 and 1930 with a 13 degree decline about 1,000 feet long, then an 800 foot long crosscut connecting to a 60 degree inclined shaft from which three levels were developed. Development and mining stopped by the 1930s, and subsequently, some of the underground workings have collapsed and the lower portions of the mine were flooded.
 
 Location and Access
 
 The property consists of 42 unpatented mineral claims with a total area of approximately 840 acres (340 hectares) (the North Fork Property).
 The North Fork Property is located within the Alleghany mining district in the northern part of the Mother Lode belt in Sierra County, California 3.8 kilometers northwest of the Sixteen-to-One mine and 37 kilometers northeast of Grass Valley and about 20 kilometers south of Downieville
 
 Access to the North Fork Property is by pick-up truck on an unpaved trail.
 
 Page - 29
 Plant and Equipment
 
 We do not own a plant or any equipment and there is no equipment on the North Fork Property. As there is no source of power on the North Fork Property, power for operations will be generated from generators. We intend to hire an independent third party contractor or our own labor force to mine the property if mineralized material is discovered on the North Fork Property.
 
 Geology and Mineralization
 
 On the North Fork Property, data from the historical underground examinations indicate a 240 meter wide zone within which the gold-quartz vein system is reported to contain nine prominent quartz veins of unknown continuity. Mineralization at North Fork consists of a gold-bearing mesothermal quartz vein system at least 240 meters in width and 2.3 kilometers in strike length.
 
 Regional geology consists of gold mineralization within the Mother Lode Belt occurs along the regional, northerly-trending Melones fault system that follows the western flank of the Sierra Nevada Range, which is cored by a Mesozoic intrusions. The gold belt has a strike length of more than 500 kilometers and averages about 80 kilometers in width. The gold deposits occur as quartz-carbonate vein systems along faults within metamorphic rocks. Gold occurs in free form and commonly with arsenopyrite and pyrite. Post-mineralization basalts cap gold veins and host rocks in the northern Mother Lode Belt around the Alleghany district. The ore of the Alleghany district is free milling and easily extracted by gravity methods, with a recovery of up to 95 percent with gravity only. Possible challenges are presented by the arsenopyrite and related water contamination.
 
 We do not claim to have any ores or reserves whatsoever at this time on the North Fork Property.
 
 Proposed Exploration Program
 
 We plan to conduct exploration to determine what amount of minerals, if any, exist on the North Fork Property and if any minerals that are found can be economically extracted and profitably processed. Our exploration program is designed to economically explore and evaluate the North Fork Property.
 
 Our proposed exploration program is to (1) rehabilitate the underground access and to position drill rigs at the lower part of the decline, (2) to drill 10,000 feet of diamond drill holes from the decline, and (3) drive exploration drifts 150 meters north and 150 meters south with a decline of 14 % and with five additional diamond drill stations that would include an additional 20,000 feet.
 
 In Phase 1, we plan to rehabilitate the underground access and to position drill rigs at the lower part of the decline. Drilling from at least three stations should intersect significant mineralization. The goal is to identify some 250,000 ounces. The following table sets out our proposed preliminary budget for Phase 1 of our proposed mineral exploration program.
 
 BLM fees and county recording fees (2004-2005)
$ 5,000Option payment
7,500Decline rehabilitation
350,000Diamond Drilling 10,000 ft @ $25/ft
250,000Assaying, engineering, permitting etc.
50,000Contingency @ 20%
130,000Total estimated cost
$792,500
 
 We have obtained the necessary permits for underground rehabilitation and exploration drilling and we have commenced an aggressive underground exploration program with offside mobilization and engineering. We expect to mobilize on site in May, 2004, to conduct the assaying from July to September 2004 and to complete the engineering and layout for Phase 2 in September 2004.
 
 We plan to begin Phase 2 in September 2004.
 
 Page - 30
 Status of Our Exploration Program
 
 We have commenced Phase 1 of our mineral exploration program. During the three month period ended March 31, 2004, we spent $18,000 on Phase 1 of our mineral exploration program.
 
 Painted Hills Property
 
 In February 2004, Bullion River acquired a 100% interest in the Painted Hills property by staking 41 unpatented mineral claims in the Painted Hills district in northwestern Nevada. Bullion River issued 25,000 restricted common shares to Jacob Margolis, Bullion Rivers vice-president of exploration, as a finders fee for locating the Painted Hills Property.
 
 The following information concerning the Painted Hills Property has been compiled by Bullion Rivers president, Peter M. Kuhn, M. E. and Bullion Rivers vice president of exploration, Jacob Margolis, MSc, PhD, with guidance from historical data.
 
 Historical Background
 
 There has been no gold exploration on the Painted Hills Property. During the 1970s, several geothermal test holes were drilled during a regional geothermal exploration program. Hot springs occur about 16 kilometers to the northeast.
 
 Location and Access
 
 The property consists of 41 unpatented mineral claims with a total area of approximately 820 acres (332 hectares) (the Painted Hills Property).
 
 The Painted Hills Property is located in the Humboldt County, Nevada 135 kilometers northwest of Winnemucca, Nevada, and 86 kilometers northwest of the Sleeper mine and 88 kilometers northeast of the Hog Ranch mine.
 
 Access to the Painted Hills Property is by pick-up truck on an unpaved trail.
 
 Plant and Equipment
 
 We do not own a plant or any equipment and there is no equipment on the Painted Hills Property. As there is no source of power on the Painted Hills Property, power for operations will be generated from generators. We intend to hire an independent third party contractor or our own labor force to mine the property if mineralized material is discovered on the Painted Hills Property.
 
 Geology and Mineralization
 
 The Painted Hills Property covers an area of altered and mineralized Miocene volcanic rocks along a regional fault system. This regional structural zone has also localized gold mineralization at the Hog Ranch and Mountain View districts, both similar in age and geologic setting to the Sleeper and Midas districts in containing Middle Miocene (15 Ma), high-grade, low-sulfidation epithermal gold mineralization within quartz-adularia vein stockworks. Alteration and mineralization at the Painted Hills Property are indicative of the shallowest levels of a mineralized epithermal system. The Painted Hills Property lies along a northeast-trending range-front fault system near a regional northwest-trending crossing fault zone. Bimodal (basalt-rhyolite) Middle Miocene volcanic rocks dominate the regional geology and occur in the footwall of the range-front fault on the Painted Hills Property. Volcanic rocks exposed in the Painted Hills Property (in the footwall of the range-front fault zone) are extensively altered to kaolinite accompanied by opal and chalcedony, which occur as veins and replacement bodies. Mercury mineralization occurs within opalized high-angle faults and was exploited by a small pit; the principal mercury-mineralized fault is about 300 meters west of and parallel to the range-front fault zone.
 
 We do not claim to have any ores or reserves whatsoever at this time on the Painted Hills Property.
 
 Proposed Exploration Program
 
 We must conduct exploration to determine what amount of minerals, if any, exist on the Painted Hills Property and if any minerals that are found can be economically extracted and profitably processed. Our exploration program is designed to economically explore and evaluate the Painted Hills Property.
 
 Page - 31
 Our action plan for the Painted Hills Property is to complete (1) a district rock-chip sampling and mapping, and (2) a Phase 1 drilling program to test the exposed vein system at depth, and (3) test for veining beneath pediment cover to the east.
 
 We have planned a program of mapping, sampling and geophysical surveys, followed by a drilling campaign, which will take approximately six weeks to complete beginning in September 2004.
 
 We are applying to the BLM for an exploration permit for the Painted Hills Property. Our proposed budget for Phase 1 of our proposed mineral exploration program is as follows:
 
 BLM fees and county recording fees (2004-2005)
$ 4,800Sampling, mapping
5,000Reverse Circulation drilling (2,500 feet in 5 to 7 holes)
25,000Assaying, etc.
10,000Contingency @ 20 %
7,000Drill site reclamation
5,000Total Proposed Budget
$ 56,800
 
 We plan to proceed with Phase 1 of our proposed mineral exploration program in September 2004 and expect it will take approximately six weeks to complete. The decision to extend the proposed mineral exploration program on the Painted Hills Property to Phase 2 will be contingent upon reasonable encouragement from the results of the proposed mineral exploration program. When we complete Phase 1 of the proposed mineral exploration program, and the results are positive, we will still have to undertake an extensive second Phase of the proposed mineral exploration program that might consist of further soil sampling, geophysical surveys, trenching or drilling before we will be able to identify commercially-viable reserves. The costs of Phase 2 of the proposed mineral exploration program will be significantly more than the costs set forth above for Phase 1.
 
 Status of Proposed Exploration Program
 
 We are currently conducting mapping and sampling on the Painted Hills Property.   During the three month period ended March 31, 2004, we spent $3,000 on Phase 1 of our mineral exploration program.
 
 
 Exploration Summary
 
 After we have completed each of the above Phase 1 proposed mineral exploration programs we will immediately conduct  an analysis and evaluation of the drill results to determine the feasibility of commencing the second Phase of each of the proposed mineral exploration programs on the respective properties. Phase 2 of the proposed mineral exploration program will target the property or properties that show the best drill results during Phase 1. We anticipate commencing a proposed Phase 2 mineral exploration program on one to four properties. Phase 2 of the proposed mineral exploration program is expected to cost an aggregate $1.3 to $3 million. Embarking on Phase 2 will depend not only on the drilling results obtained during Phase 1, but also on the general outlook for gold and silver prices. Bullion River may also consider a joint venture with other exploration companies.
 
 Environmental
 
 The Companys exploration activities are subject to various federal and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The company conducts its exploration so as to protect the public health and environment and believes its explorations are in compliance with all applicable laws and regulations.
 
 Inflation
 
 We do not believe that inflation will have a material impact on its future operations.
 
 Uncertainties relating to Forward Looking Statements
 
 This Form 10-QSB Quarterly Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by their use of words like plans, expect, aim, believe, projects, anticipate, intend, estimate, will, should, could and other expressions that indicate future events and trends. All statements that address expectations or projections about the future, including statements about Bullion Rivers exploration program, expenditures and financial results are forward-looking statements.
 
 Page - 32
  Forward-looking statements in this Form 10-QSB include statements regarding the following expectations:
 Bullion River will spend the following on contractual obligations over the next eleven years; $997,500 for option payments, $200,000 for a note payable, $67,000 for consulting fees and $16,695 in lease commitments.Bullion River will spend between $1.3 and $3 million on Phase 2 of their exploration program.Bullion River plans to explore for gold and silver.Bullion River will immediately conduct an analysis and evaluation of drill results to determine the feasibility of commencing a Phase 2 drill program.Bullion River will conduct Phase 2 of the proposed mineral exploration program on the property or properties that show the best drill results during Phase 1.Bullion River will conduct Phase 2 of the respective proposed mineral exploration programs on one to four properties.Phase 2 of the proposed mineral exploration programs will cost an aggregate $1.3 to $3 million.Bullion River will commence and complete Phase 2 of each of its proposed mineral exploration programs during 2004.Bullion River will complete its private placement for two million units at $1 per unit.Bullion River will use the proceeds from the two million unit private placement for operating expenses, to pay its demand note payable, and that these proceeds will cover the costs of Phase 1 of each of the proposed mineral exploration programs.Bullion River will be able to obtain funding through private loans, equity sales of common shares, or joint ventures with other exploration companies in order to fund Phase 2 of each of its proposed mineral exploration programs.Bullion River will carry out exploration activities in regions containing gold and silver deposits, primarily the Great Basin in the western United States and the Mother lode belt in California.Unless Bullion River locates a commercially viable source for gold or silver and until such time as Bullion River achieves significant revenue from sales of gold or silver, Bullion River will continue to incur losses.The costs associated with bringing a commercially viable mine into operation will be significantly more than Bullion Rivers estimated Phase 1 and Phase 2 costs.Bullion River will not be conducting any research and development in the near future except for the development of its website and the development of its mineral properties, if or when Bullion River locates a commercially viable source of gold or silver.As Bullion River proceeds with Phase 1 and Phase 2 of its various proposed mineral exploration programs, Bullion River will need to hire independent contractors as well as purchase or lease additional equipment.During Phase 1 of the proposed mineral exploration program on the Antone Canyon Property, Antone Canyon will complete an evaluation of structural controls to mineralization.Bullion River will complete Phase 1 of the proposed mineral exploration program on the Antone Canyon Property to test mineralization at deeper levels and along strike.
Page - 33During Phase 1 of the proposed mineral exploration program on the Antone Canyon Property, Antone Canyon will complete a district-scale surface evaluation to identify additional targets.Antone Canyon will begin Phase 1 of the proposed mineral exploration program on the Antone Canyon Property in June 2004, follow its total proposed budget of $121,800, and take approximately two months to complete Phase 1.Antone Canyon will extend its exploration on the Antone Canyon Property to Phase 2 upon reasonably encouraging results from Phase 1.If results of Phase 1 of the proposed mineral exploration program on the Antone Canyon Property are positive, Antone Canyon will still have to undertake additional, extensive exploration, which might consist of further soil sampling, geophysical surveys, trenching or drilling, before Antone Canyon identifies commercially viable reserves.The costs for subsequent programs on the Antone Canyon Property will be significantly more than the total proposed budgeted costs for Phase 1.During Phase 1 of the proposed exploration program on the Corcoran Canyon Property, Corcoran Canyon will complete a 3D analysis of mineralization.Corcoran Canyon will design and complete Phase 1 of the proposed mineral exploration program on the Corcoran Canyon Property to test extensions of known resource and the pediment target.Corcoran Canyon will start Phase 1 of the proposed mineral exploration program on the Corcoran Canyon Property in June 2004, follow the total proposed budget of $130,000, and take approximately two months to complete Phase 1.Corcoran Canyon will extend its exploration on the Corcoran Canyon Property to Phase 2 upon reasonably encouraging results from Phase 1 of the proposed mineral exploration program.If results of Phase 1 of the proposed mineral exploration program on the Corcoran Canyon Property are positive, Corcoran Canyon will still have to undertake additional, extensive exploration, which might consist of further soil sampling, geophysical surveys, trenching or drilling, before Corcoran Canyon identifies commercially viable reserves.The costs for subsequent programs on the Corcoran Canyon Property will be significantly more than the total proposed budgeted costs for Phase 1.During Phase 1 of the proposed exploration program on the Cimarron Property, Cimarron will complete a 3-dimensional analysis of mineralization in the main resource area in order to constrain mineralization controls and identify remaining exploration targets.Cimarron will begin Phase 1 of the proposed mineral exploration program on the Cimarron Property in August 2004, follow the total proposed budget of $63,350, and take approximately six weeks to complete Phase 1.Cimarron will extend its exploration on the Cimarron Property to Phase 2 upon reasonably encouraging results from the Phase 1 of the proposed mineral exploration program.If the results of Phase 1 of the proposed mineral exploration program on the Cimarron Property are positive, Cimarron will still have to undertake additional, extensive exploration, which might consist of further soil sampling, geophysical surveys, trenching or drilling, before Cimarron identifies commercially viable reserves.The costs for subsequent programs on the Cimarron Property will be significantly more than the total proposed budgeted costs for Phase 1.During Phase 1 of the proposed exploration program on the Thomas Creek Property, Thomas Creek will complete an evaluation of assay results, follow-up sampling and mapping as needed.
Page - 34Thomas Creek will complete Phase 1 of the proposed mineral exploration program on the Thomas Creek Property to test the exposed vein system at depth, test for veining beneath pediment cover to the west, and test for veining continuity between the individual large vein exposures.During Phase 1 of the proposed mineral exploration program on the Thomas Creek Property, Thomas Creek will complete an appropriate geophysical survey to aid in the delineation of vein zones.Thomas Creek started Phase 1 of the proposed mineral exploration program on the Thomas Creek Property in April 2004, plans to follow the total proposed budget of $101,500, and take approximately six weeks to complete Phase 1.Thomas Creek will extend its exploration on the Thomas Creek Property to Phase 2 upon reasonably encouraging results from the Phase 1 proposed mineral exploration program.If the results of Phase 1 of the proposed mineral exploration program on the Thomas Creek Property are positive, Thomas Creek will still have to undertake additional, extensive exploration, which might consist of further soil sampling, geophysical surveys, trenching or drilling, before Thomas Creek identifies commercially viable reserves.The costs for subsequent mineral exploration programs on the Thomas Creek Property will be significantly more than the total proposed budgeted costs for Phase 1.During Phase 1 of the proposed mineral exploration program on the North Fork Property, North Fork will rehabilitate the underground access and position drill rigs at the lower part of the decline.During Phase 1 of the proposed mineral exploration program on the North Fork Property, North Fork will be drilling from at lease three stations, which should intersect significant mineralization.During Phase 1 of the proposed mineral exploration program on the North Fork Property, North Fork expects to identify some 250,000 ounces of gold.If Phase 1 of the proposed mineral exploration program on the North Fork Property is successful, North Fork will embark on Phase 2 by drilling another 10,000 feet of diamond drill holes from the decline and driving exploration drifts 150 meters north and 150 meters south with a decline of 14% with five additional diamond drill stations that would include an additional 20,000 feet.During Phase 2 of the proposed mineral exploration program on the North Fork Property, North Fork expects to identify an additional 300,000 ounces.North Fork began Phase 1 of the proposed mineral exploration program on the North Fork Property in April 2004, and plans to follow the total proposed budget of $792,500, and take approximately five months to complete Phase 1.North Fork plans mobilize the North Fork site in May, 2004, conduct the assaying from July to September, 2004 and to complete the engineering and layout for Phase 2 in September 2004.North Fork will extend its exploration on the North Fork Property to Phase 2 upon reasonably encouraging results from Phase 1 of the proposed mineral exploration program.North Fork plans to begin Phase 2 in September, 2004.During Phase 1 of the proposed mineral exploration program on the Painted Hills Property, Bullion River will complete district rock-chip sampling and mapping.Bullion River will complete Phase 1 of the proposed mineral exploration program on the Painted Hills Property to test the exposed vein system at depth and test for veining beneath pediment cover to the east.Bullion River will begin Phase 1 of the proposed mineral exploration program on the Painted Hills Property in September 2004, follow the total proposed budget of $56,800, and take approximately six weeks to complete Phase 1.
Page - 35Bullion River will extend its exploration on the Painted Hills Property to Phase 2 upon reasonably encouraging results from Phase 1 of the proposed mineral exploration program.If the Phase 1 results for Painted Hills are positive, Bullion River will still have to undertake additional, extensive exploration, which might consist of further soil sampling, geophysical surveys, trenching or drilling, before Bullion River identifies commercially viable reserves.The costs for subsequent mineral exploration programs on the Painted Hills Property will be significantly more than the total proposed budgeted costs for Phase 1.Inflation will not have a material impact on Bullion Rivers future operations. 
 All forward-looking statements are made as of the date of filing of this Form 10-QSB and Bullion disclaims any duty to update such statements.
 
 Certain parts of this Form 10-QSB may contain forward-looking statements within the meaning of the Securities Exchange Act of 1934 based on current managements expectations. Actual results could differ materially from those in the forward-looking statements due to a number of uncertainties including, but not limited to, those discussed in this section. Factors that could cause future results to differ from these expectations include general economic conditions, such as a decrease in the market prices for gold and silver; not locating commercially viable reserves of gold and silver. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do no occur, the outcome may vary substantially from anticipated or projected results and accordingly, no opinion is expressed on the achievability of those forward-looking statements. In addition, a description of anyones past success, either financial or strategic, is no guarantee of future success. Bullion River will remain dependent upon future financing for its growth and development and for it to successfully implement its exploration program. No statements contained herein should be construed as indicating that such financing is or will be available and if available will be on terms favorable to Bullion River. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate and Bullion River assumes no obligation to update any such forward-looking statements.
 
 Bullion River may, from time to time, make oral forward-looking statements. Bullion River strongly advises that the above paragraph and the risk factors described in this quarterly report and in Bullion Rivers other documents filed with the United States Securities and Exchange Commission should be read for a description of certain factors that could cause the actual results of Bullion River to materially differ from those in the oral forward-looking statements. Bullion River disclaims any intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise.
 
 Item 3. Controls and Procedures.
 
 Based on their most recent evaluation, which was completed within 90 days of the filing of this Form 10-QSB, Bullion Rivers Chief Executive Officer and Chief Financial Officer believe Bullion Rivers disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information required to be disclosed by Bullion River in this report is accumulated and communicated to Bullion Rivers management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no significant changes in Bullion Rivers internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.
 
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
 
 Bullion River is not a party to any pending legal proceedings and, to the best of Bullion Rivers knowledge, none of Bullion Rivers assets are the subject of any pending legal proceedings.
 
 Item 2. Changes in Securities.
 
 During the quarter of the fiscal year covered by this report, (i) Bullion River did not modify the instruments defining the rights of its shareholders, (ii) no rights of any shareholders were limited or qualified by any other class of securities, and (iii) Bullion River did not sell any unregistered equity securities.
 
 Page - 36
  Item 3. Defaults Upon Senior Securities.
 
 During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of Bullion River. Also, during this quarter, no material arrearage in the payment of dividends has occurred.
 
 Item 4. Submission of Matters to a Vote of Security Holders.
 
 No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise, during the quarter of the fiscal year covered by this report.
 
 Item 6. Exhibits and Reports on Form 8-K
 
 (a) Exhibits
 
 All Exhibits required to be filed with the Form 10-QSB are incorporated by reference to Bullion Rivers previously filed Form SB-2 and Form 10-KSB.
 
 Exhibit
Description
Status3.1
Articles of Incorporation filed as an Exhibit to Bullion Rivers registration statement on Form SB-2 filed on May 13, 2002, and incorporated herein by reference.
Filed3.2
Bylaws filed as an Exhibit to Bullion Rivers registration statement on Form SB-2 filed on May 13, 2002, and incorporated herein by reference.
Filed3.3
Certificate of Amendment to Articles of Incorporation changing the Issuers name to Bullion River Gold Corporation filed as an Exhibit to Bullion Rivers Form 10-KSB filed on April 14, 2004, and incorporated herein by reference.
Filed10.1
Assignment Agreement dated January 9, 2004 between Antone Canyon Mining Corp. and Golden Spike Mining filed as an attached exhibit to Bullion Rivers Form 8-K (Current Report) filed on January 28, 2004, and incorporated herein by reference.
Filed10.2
Assignment Agreement dated February 18, 2004 between Corcoran Canyon Mining Corp. and Golden Spike Mining filed as an attached exhibit to Bullion Rivers Form 8-K (Current Report) filed on March 2, 2004, and incorporated herein by reference.
Filed10.3
Assignment Agreement dated February 19, 2004 between Cimarron Mining Corp. and Golden Spike Mining filed as an attached exhibit to Bullion Rivers Form 8-K (Current Report) filed on March 3, 2004, and incorporated herein by reference.
Filed10.4
Assignment Agreement dated February 20, 2004 between Thomas Creek Mining Corp. and Golden Spike Mining filed as an attached exhibit to Bullion Rivers Form 8-K (Current Report) filed on March 8, 2004, and incorporated herein by reference.
Filed10.5
Assignment Agreement dated February 23, 2004 between North Fork Mining Corp. and Golden Spike Mining filed as an attached exhibit to Bullion Rivers Form 8-K (Current Report) filed on March 9, 2004, and incorporated herein by reference.
Filed10.6
Consultant Agreement dated December 1, 2003 between Dynasty International Corporation and Jacob H. Margolis filed as an Exhibit to Bullion Rivers Form 10-KSB filed on April 14, 2004, and incorporated herein by reference.
Filed31
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Included32
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Included   Page - 37
  99.1
Code of Ethics filed as an Exhibit to Bullion Rivers Form 10-KSB filed on April 14, 2004, and incorporated herein by reference.
Filed99.2
Audit Committee Charter filed as an Exhibit to Bullion Rivers Form 10-KSB filed on April 14, 2004, and incorporated herein by reference.
Filed99.3
Disclosure Committee Charter filed as an Exhibit to Bullion Rivers Form 10-KSB filed on April 14, 2004, and incorporated herein by reference.
Filed
 
 
 (b)  Reports on Form 8-K.
 
 No reports were filed during the quarter of the fiscal year covered by this report, with the exception of the following:
 
 On January 28, 2004, Bullion River filed a Form 8-K (Current Report) disclosing the assignment agreement dated January 9, 2004 between Antone Canyon Mining Corp. and Golden Spike Mining.
 
 On March 2, 2004, Bullion River filed a Form 8-K (Current Report) disclosing the assignment agreement dated February 18, 2004 between Corcoran Canyon Mining Corp. and Golden Spike Mining.
 
 On March 3, 2004, Bullion River filed a Form 8-K (Current Report) disclosing the assignment agreement dated February 19, 2004 between Cimarron Mining Corp. and Golden Spike Mining.
 
 On March 8, 2004, Bullion River filed a Form 8-K (Current Report) disclosing the assignment agreement dated February 20, 2004 between Thomas Creek Mining Corp. and Golden Spike Mining.
 
 On March 9, 2004, Bullion River filed a Form 8-K (Current Report) disclosing the assignment agreement dated February 23, 2004 between North Fork Mining Corp. and Golden Spike Mining.
 
 Page - 38 
 SIGNATURES
 
 In accordance with the requirements of the Securities Exchange Act of 1934, Bullion River Gold Corp. has caused this report to be signed on its behalf by the undersigned duly authorized person.
 
 BULLION RIVER GOLD CORP.
  
 By :  /s/ Peter M. Kuhn
 
 Name:  Peter M. Kuhn
 Title :  Director and CEO and CFO
 Dated:  May 17, 2004
 
 
 Page - 39 
 
 Exhibit 31
 
 
 
 Page - 40 
 BULLION RIVER GOLD CORP.    CERTIFICATIONS PURSUANT TO  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
  CERTIFICATION
 
 I, Peter M. Kuhn, certify that:
 
 1.   I have reviewed this quarterly report on Form 10-QSB of Bullion River Gold Corp.;
 
 2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
 3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
 4.   The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
 
 a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
 b)   evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and
 
 c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
 
 5.   The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):
 
 a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
 
 b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
 
 6.   The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
 
 Date: May 17, 2004
 
 /s/ Peter M. Kuhn  Peter M. Kuhn  Chief Executive Officer
  
 Page - 41 
 BULLION RIVER GOLD CORP  .  CERTIFICATIONS PURSUANT TO  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
  CERTIFICATION
 
 I, Peter M. Kuhn, certify that:
 
 1.   I have reviewed this quarterly report on Form 10-QSB of Bullion River Gold Corp.;
 
 2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
 3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
 4.   The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
 
 a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
 b)   evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and
 
 c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
 
 5.   The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):
 
 a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
 
 b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
 
 6.   The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
 
 Date: May 17, 2004
 
 /s/ Peter M. Kuhn Peter M. Kuhn  Chief Financial Officer
  Page - 42 
 
 
 Exhibit 32
 
 
 Page - 43 
 CERTIFICATION PURSUANT TO  18 U.S.C. SECTION 1350,  AS ADOPTED PURSUANT TO  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
  
 In connection with the Quarterly Report of Bullion River Gold Corp. (Bullion River) on Form 10-QSB for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Peter M. Kuhn, President, Chief Executive Officer of Bullion River and a member of the Board of Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:
 
 (1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 (2)   The information contained in the Report fairly represents, the financial condition and result of operations of the Company.
 
 /s/ Peter M. Kuhn  Peter M. Kuhn  Chief Executive Officer
 May 17, 2004
 Page - 44
   
 
 CERTIFICATION PURSUANT TO  18 U.S.C. SECTION 1350,  AS ADOPTED PURSUANT TO  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
  
 In connection with the Quarterly Report of Bullion River Gold Corp. (Bullion River) on Form 10-QSB for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Peter M. Kuhn, Secretary, Treasurer, and Chief Financial Officer of Bullion River, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:
 
 (1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 (2)   The information contained in the Report fairly represents, the financial condition and result of operations of the Company.
 
 /s/ Peter M. Kuhn Peter M. Kuhn  Chief Financial Officer
 May 17, 2004
 Page - 45