FORM
      10-QSB


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





For
      the
      quarterly period ended September 30, 2006





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





For
      the
      transition period from ____________ to____________





Commission
      File No. 333-85414





BULLION
      RIVER GOLD CORP.


(Name
      of
      Small Business Issuer in its Charter)





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





3500
      Lakeside Court, Suite 200


Reno,
      Nevada 89509


(Address
      of Principal Executive Office)





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





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





(1)
      Yes
      [X]   No [   ]           
                 
             (2) Yes [X] No
      [   ]





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





Applicable
      Only to Issuers Involved in Bankruptcy


Proceedings
      During the Preceding Five Years





Not
      applicable.





Applicable
      Only to Corporate Issuers





Indicate
      the number of shares outstanding of each of the Issuer's classes of common
      stock, as of the latest practicable date: November 10, 2006
      - 58,309,637





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









**Item
      1. Financial Statements.**




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











**Bullion
      River Gold Corp.**


**(An
      Exploration Stage Company)**


**Consolidated
      Balance Sheets**


**As
      of September 30, 2006 and December 31, 2005**





September
                30,
              2006
            
            December
                31,
              2005(Unaudited)**Assets**Current
                Assets:Cash
            
            $
            219,241
            
            $
            124,788Prepaids
                and other current
            
            
            243,941
            
            
            394,396Inventory
            
            
            89,639
            
            
            66,404Total
                current assets
            
            
            552,821
            
            
            585,588Property
                and equipment, net
            
            
            2,510,045
            
            
            484,149Other
                assets:Deposits
            
            
            121,661
            
            
            267,226Restricted
                reclamation deposits
            
            
            169,720
            
            
            172,950Total
                other assets
            
            
            291,381
            
            
            440,176**Total
                assets**
            
            **$**
            **3,354,247**
            
            **$**
            **1,509,913****Liabilities
                and Shareholders’ Equity**Current
                liabilities:Accounts
                payable and accrued liabilities
            
            $
            1,112,036
            
            $
            309,640Other
                current liabilities
            
            
            7,685
            
            
            170,758Loans
                from related parties
            
            
            -
            
            
            13,453Current
                portion of long term liabilities
            
            
            290,117
            
            
            63,216Interest
                payable on convertible debt
            
            
            32,062
            
            
            -Total
                current liabilities
            
            
            1,441,900
            
            
            557,067Long
                term liabilities:Convertible
                debt, net of discount
            
            
            1,396,291
            
            
            -Capital
                lease obligations
            
            
            174,671
            
            
            128,281Reclamation
                obligations
            
            
            107,586
            
            
            103,041Total
                long term liabilities
            
            
            1,678,548
            
            
            231,322Total
                liabilities
            
            
            3,120,448
            
            
            788,389Shareholders’
                equity:Common
                stock; authorized 200,000,000 shares, $0.001 par value.Issued
                and outstanding 58,142,970 and 39,243,581 respectively.
            
            
            58,143
            
            
            39,244Additional
                paid in capital
            
            
            18,845,363
            
            
            8,825,579Shares
                subscribed
            
            
            -
            
            
            387,500Deficit
                accumulated during the exploration stage
            
            
            (18,669,707
            )
            
            (8,530,799
            )Total
                shareholders’ equity
            
            
            233,799
            
            
            721,524**Total
                liabilities and shareholders’ equity**
            
            **$**
            **3,354,247**
            
            **$**
            **1,509,913**




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









**Bullion
      River Gold Corp.**


**(An
      Exploration Stage Company)**


**Consolidated
      Statements of Operations**


**(Unaudited)**





Three
                Months Ended
              September
                30
            
            Nine
                Months Ended
              September
                30
            
            From
                Inception
              June
                29, 2001 -2006
            
            2005
            
            2006
            
            2005
            
            September
                30, 2006Operating
                revenue
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Operating
                expenses:Exploration
            
            
            2,208,864
            
            
            353,157
            
            
            6,076,160
            
            
            2,582,808
            
            
            11,254,096Mill
                operations
            
            
            827,768
            
            
            -
            
            
            1,332,627
            
            
            -
            
            
            1,332,627General
                and administrative
            
            
            799,503
            
            
            385,308
            
            
            2,248,872
            
            
            1,625,259
            
            
            5,459,626Depreciation
                and accretion
            
            
            122,269
            
            
            31,542
            
            
            289,331
            
            
            55,377
            
            
            394,049Total
                operating expenses
            
            
            3,958,404
            
            
            770,007
            
            
            9,946,990
            
            
            4,263,444
            
            
            18,440,398Loss
                from operations
            
            
            (3,958,404
            )
            
            (770,007
            )
            
            (9,946,990
            )
            
            (4,263,444
            )
            
            (18,440,398
            )Other
                income (expense):Interest
                income
            
            
            4,994
            
            
            -
            
            
            19,869
            
            
            -
            
            
            19,869Interest
                expense
            
            
            (246,857
            )
            
            (51,108
            )
            
            (269,257
            )
            
            (51,305
            )
            
            (340,846
            )Gain
                on debt extinguishment
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            32,215Other
                non-operating
            
            
            58,650
            
            
            (581
            )
            
            57,470
            
            
            (2,182
            )
            
            59,453Total
                other income (expense)
            
            
            (183,213
            )
            
            (51,689
            )
            
            (191,918
            )
            
            (53,487
            )
            
            (229,309
            )Net
                loss before income taxes
            
            
            (4,141,617
            )
            
            (821,696
            )
            
            (10,138,908
            )
            
            (4,316,931
            )
            
            (18,669,707
            )Income
                taxes
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -**Net
                loss**
            
            $
            (4,141,617
            )
            $
            (821,696
            )
            $
            (10,138,908
            )
            $
            (4,316,931
            )
            $
            (18,669,707
            )Basic
                and diluted loss per share
            
            $
            (0.07
            )
            $
            (0.02
            )
            $
            (0.20
            )
            $
            (0.13
            )Weighted
                average shares outstanding
            
            
            57,596,208
            
            
            32,965,581
            
            
            51,801,859
            
            
            32,965,581




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









**Bullion
      River Gold Corp.**


**(An
      Exploration Stage Company)**


**Consolidated
      Cash Flow Statements**


**(Unaudited)**





Nine
                Months Ended
              September
                30
            
            From
                Inception
              June
                29, 2001-2006
            
            2005
            
            September
                30,
              2006**Cash
                Flows From Operating Activities**Net
                loss for the period
            
            $
            (10,138,908
            )
            $
            (4,316,931
            )
            $
            (18,669,707
            )Adjustments
                to reconcile net loss to net cashused
                in operating activities:Depreciation
                expense
            
            
            284,787
            
            
            55,377
            
            
            387,463Accretion
                expense
            
            
            4,544
            
            
            -
            
            
            6,585Discount
                amortization
            
            
            188,522
            
            
            -
            
            
            188,522Gain
                on extinguishment of debt
            
            
            -
            
            
            -
            
            
            (32,215
            )Loss
                on other
            
            
            1,190
            
            
            -
            
            
            1,190Common
                stock issued for services and related expense
            
            
            371,693
            
            
            -
            
            
            500,343Changes
                in operating assets and liabilities:(Increase)
                decrease in:Prepaids
                and other current assets
            
            
            150,455
            
            
            6,918
            
            
            (243,940
            )Inventory
            
            
            (23,235
            )
            
            (51,486
            )
            
            (89,639
            )Deposits
            
            
            148,795
            
            
            (167,397
            )
            
            (291,381
            )(Decrease)
                increase in:Accounts
                payable and accrued liabilities
            
            
            802,396
            
            
            381,501
            
            
            1,125,372Other
                current liabilities
            
            
            (163,073
            )
            
            -
            
            
            (91,123
            )Interest
                on Convertible Debt
            
            
            32,062
            
            
            -
            
            
            32,062Reclamation
                obligation
            
            
            -
            
            
            -
            
            
            101,000Net
                cash used in operating activities
            
            
            (8,340,772
            )
            
            (4,092,018
            )
            
            (17,075,468
            )**Cash
                Flows From Investing Activities**Purchase
                of fixed assets
            
            
            (2,038,581
            )
            
            (228,498
            )
            
            (2,433,911
            )Net
                cash used in investing activities
            
            
            (2,038,581
            )
            
            (228,498
            )
            
            (2,433,911
            )**Cash
                Flows From Financing Activities**Advance
                payable
            
            
            -
            
            
            -
            
            
            118,880Loans
                from related parties
            
            
            (13,453
            )
            
            784,304
            
            
            -Loan
                payable
            
            
            -
            
            
            40,000
            
            
            170,000Cash
                proceeds from sale of convertible debt
            
            
            2,715,948
            
            
            -
            
            
            2,715,948Cash
                proceeds from sale of common shares
            
            
            8,614,717
            
            
            3,190,246
            
            
            18,080,778Offering
                costs
            
            
            (843,406
            )
            
            55,380
            
            
            (1,356,986
            )Net
                cash received from financing activities
            
            
            10,473,806
            
            
            4,069,930
            
            
            19,728,620Effect
                of exchange rate changes on cash
            
            
            -
            
            
            (27
            )
            
            -Increase
                (decrease) in cash
            
            
            94,453
            
            
            (250,613
            )
            
            219,241Cash,
                beginning of the period (January 1)
            
            
            124,788
            
            
            273,331
            
            
            -**Cash,
                end of period**
            
            **$**
            **219,241**
            
            **$**
            **22,718**
            
            **$**
            **219,241**




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









**Bullion
      River Gold Corp.**


**(An
      Exploration Stage Company)**


**Notes
      to the Consolidated Financial Statements**


**September
      30, 2006**


**(Unaudited)**








**NOTE
      1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION**




**NATURE
      OF OPERATIONS**


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





The
      Company has six wholly owned subsidiaries all incorporated in the State of
      Nevada.




·
            On
                December 9, 2003, five of the six current subsidiaries were incorporated
                and sold to Bullion River. These subsidiaries are Antone Canyon Mining
                Corp., Cimarron Mining Corp., Corcoran Canyon Mining Corp., North
                Fork
                Mining Corp., and Thomas Creek Mining Corp. The Company changed the
                name
                of Thomas Creek Mining Corp. to Wenban Spring Mining Corp. on September
                28, 2004. In 2004 the Company acquired seven separate option agreements
                and staked and registered its 100% interest in 41 unpatented mineral
                claims in the Painted Hills district in Humboldt County, Nevada.


·
            On
                September 30, 2004, the Company acquired all of the issued and outstanding
                shares of French Gulch (Nevada) Mining Corporation, which was incorporated
                on September 30, 2004.




See
      “Management’s Discussion and Analysis” and “Plan of Operations” below for more
      information.





On
      January 20, 2004, the company changed its name to “Bullion River Gold Corp.”
Bullion River has an authorized capital of 200,000,000 common shares with a
      par
      value of $0.001. As of September 30, 2006, there were 58,142,970 common shares
      issued and outstanding.





**BASIS
      OF PRESENTATION**


The
      accompanying unaudited consolidated financial statements included herein have
      been prepared in accordance with accounting principles generally accepted in
      the
      United States of America for interim financial information and with the
      instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly,
      they
      do not include all the information and footnotes required by accounting
      principles generally accepted in the United States of America for complete
      financial statements. In the opinion of management, all adjustments (consisting
      of normal recurring accruals) considered necessary for a fair presentation
      have
      been included. Operating results for the three month periods ended September
      30,
      2006 and 2005 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, 2005 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
      2005 Annual Report. Additional significant accounting policies which affect
      the
      Company or which have been developed since December 31, 2005 are summarized
      below:










**EXPLORATION
      STAGE ACTIVITIES**


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





**PRINCIPLES
      OF CONSOLIDATION**


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





**INVENTORIES**


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





**ACCOUNTING
      ESTIMATES**


The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets,
      liabilities, contingent liabilities, revenues and expenses at the date and
      for
      the periods that the financial statements are prepared. Actual results could
      differ from those estimates.





**CONCENTRATION
      OF CREDIT RISK**


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





**REVENUE
      RECOGNITION**


Gold
      and
      silver sales will be recognized when the title passes to the purchaser and
      delivery occurs.





**INCOME
      TAXES**


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





**BASIC
      AND DILUTED NET LOSS PER COMMON SHARE**


Basic
      loss per share includes no dilution and is computed by dividing net loss by
      the
      weighted average number of outstanding common shares during the year. Diluted
      earnings per share reflect the potential dilution of securities that would
      occur
      if securities or other contracts (such as stock options and warrants) to issue
      common stock were exercised or converted into common stock. At September 30,
      2006, the Company had no options outstanding. At September 30, 2006, the Company
      had 35,857,442 warrants outstanding.





**LEASES**


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





Other
      leases are accounted for as capital leases.





**FIXED
      ASSETS**


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


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










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





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





**IMPAIRMENT
      OF LONG-LIVED ASSETS**


Long-lived
      assets are reviewed for impairment whenever events or changes in circumstances
      indicate that the carrying amount of an asset may not be recoverable. The
      Company recognizes impairment of long-lived assets in the event that the net
      book value of such assets exceeds the future undiscounted cash flows attributed
      to such assets. No impairment of long-lived assets was recognized for the
      quarter ended September 30, 2006.





**MINERAL
      PROPERTY OPTION PAYMENTS AND EXPLORATION COSTS**


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




**CLOSURE,
      RECLAMATION AND REMEDIATION COSTS**


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





The
      Company has estimated costs associated with the closure, reclamation and related
      environmental expenditures of the French Gulch and North Fork properties, which
      have been reflected in its financial statements in accordance with the Financial
      Accounting Standards Board ("FASB") issued Statement of Financial Accounting
      Standards No. 143 ("SFAS 143"), "Accounting for Asset Retirement Obligations",
      which addresses financial accounting and reporting for obligations associated
      with the retirement of tangible long-lived assets and the associated asset
      retirement costs. See Note 5 for a related discussion.





**STOCK
      OPTIONS**


In
      December 2004, the Financial Accounting Standard Board (“FASB”) issued SFAS
      123R, “Share-Based Payments” (“SFAS No. 123R”), a revision of SFAS No. 123,
“Accounting for Stock-Based Compensation” (“SFAS No. 123”), which requires
      companies to measure all employee stock-based compensation awards using a fair
      value method and record such expense in their financial statements. The Company
      adopted this standard effective January 1, 2006 and elected the
      modified-prospective transition method. Under the modified-prospective
      transition method, awards that are granted, modified, repurchased or cancelled
      after the date of adoption should be measured and accounted for in accordance
      with SFAS No. 123R. Because the Company had no options outstanding as of
      September 30, 2006 there is no charge attributable to the periods ended
      September 30, 2006 and September 30, 2005.










**CONVERTIBLE
      DEBT**


EITF
      00-27 states that the effective conversion price based on the proceeds received
      for or allocated to the convertible instrument should be used to compute the
      intrinsic value, if any, of the embedded conversion option. As a result of
      this
      consensus, an issuer should first allocate the proceeds received in a financing
      transaction that includes a convertible instrument to the convertible instrument
      and any other detachable instruments included in the exchange (such as
      detachable warrants) on a relative fair value basis. Then, the Issue 98-5 model
      should be applied to the amount allocated to the convertible instrument, and
      an
      effective conversion price should be calculated and used to measure the
      intrinsic value, if any, of the embedded conversion option. The
      Company has adopted this accounting practice for the convertible debt issued
      during the third quarter of 2006. The convertible debt and related discounts
      are
      summarized in Note 6.




**NOTE
      3 - GOING CONCERN**





As
      shown
      in the accompanying financial statements, the Company has incurred significant
      operating losses since inception, and as of September 30, 2006, the Company
      has
      limited financial resources to support it until such time that it is able to
      generate positive cash flow from operations. The Company’s ability to achieve
      and maintain profitability and positive cash flow is dependent upon its ability
      to locate a profitable mineral property, generate revenues from its planned
      business operations, and control exploration costs. The Company has been
      focusing on implementing its business plan and additional financing will be
      required by the Company to fund its exploration programs and to support
      operations. Management plans to fund its future operations through private
      placement offerings, private loans, and operating revenue French Gulch.
      Management plans to mitigate its losses by abandoning projects that do not
      meet
      management’s specification for mineralization or do not have adequate tonnage
      potential. However, there is no assurance that the Company will be able to
      obtain additional financing from investors or private lenders. There is no
      assurance that the Company will be able to generate revenues in the future.
      There is no assurance that they will be able to find projects meeting their
      specifications for mineralization or that the projects will have adequate
      tonnage potential. There is no assurance that the Company will commence
      commercial production should they find projects meeting their specification.
      The
      financial statements do not include any adjustments that might result from
      the
      outcome of those uncertainties.




**NOTE
      4 - PROPERTY AND EQUIPMENT**





The
      following is a summary of the Company’s property and equipment for the nine
      months ending September 30, 2006:


Fixed
                  assets
              
              $
              2,744,585Accumulated
                  depreciation
              
              
              (386,792
              )Fixed
                  assets, net
              
              
              2,357,793Property
              
              
              110,203Capital
                  in progress
              
              
              42,049Property
                  and equipment, net
              
              $
              2,510,045









**NOTE
      5 - RECLAMATION ASSET AND OBLIGATION**





The
      Company became subject to and adopted SFAS No. 143, Accounting for Asset
      Retirement Obligations, which establishes a uniform methodology for accounting
      for estimated reclamation and abandonment costs. At December 31, 2005, the
      Company recognized a reclamation obligation for the estimated reclamation costs
      related to the French Gulch and North Fork properties. The related costs have
      been expensed since none of the Company properties were in production or had
      proven or probable mineral reserves.





The
      accretion of the reclamation obligation has been recorded as a separate
      operating expense in the Company's statement of operations with a corresponding
      increase in the reclamation liability. Below are the reclamation obligation
      and
      accretion entries as of September 30, 2006.





French
      Gulch





In
      connection with the new reclamation permit obtained in December 2005, the
      Company estimated reclamation costs to be $71,200 based on the new operating
      plan for the French Gulch property. At an accretion rate of 6%, the Company
      has
      expensed $3,207, for the nine months ended September 30, 2006. The total
      reclamation obligation as of September 30, 2006 is $74,407.





North
      Fork




The
      Company put the initial reclamation permit in place in March 2004 with a
      supplemental permit in May 2005 based on its updated operating plan. In
      connection with these permits, the Company estimated reclamation costs to be
      $31,841 as of December 31, 2005 for the North Fork property. At an accretion
      rate of 6%, the Company has expensed $1,338 for the six months ended September
      30, 2006. Total reclamation obligation as of September 30, 2006 is
      $33,179.





The
      following is a description of the changes to the Company's reclamation liability
      and expenses as of September 30, 2006:


Estimated
                  Reclamation Expense as of December 31, 2005 (Exploration)French
                  Gulch
              
              $
              71,200North
                  Fork
              
              
              31,841Reclamation
                  Obligation subtotal before Accretion
              
              
              103,041Changes
                  to Reclamation Obligation for the period ending September 30,
                  2006French
                  Gulch Accretion Expense
              
              
              3,207North
                  Fork Accretion Expense
              
              
              1,338Increase
                  to Reclamation Obligation
              
              
              4,545Total
                  Reclamation Obligation
              
              $
              107,586


**NOTE
      6 - CONVERTIBLE DEBT**





The
      following is a summary of the Company’s convertible debt outstanding for the
      nine months ending September 30, 2006:




Convertible
                  debt
              
              $
              2,715,948Discount
                  on convertible debt:Relative
                  fair value of detached warrants
              
              
              (754,089
              )Intrinsic
                  value of conversion benefit
              
              
              (754,089
              )Discount
                  amortization to date
              
              
              188,521Net
                  discount on convertible debt
              
              
              (1,319,657
              )Convertible
                  debt, net of discount
              
              $
              1,396,291




**NOTE
      7 - COMMON STOCK**





For
      the
      three quarters ending September 30, 2006 the Company has entered into the
      following consolidated equity transactions:





The
      Company has raised $6,238,352 in cash by issuing 13,251,704 common shares at
      $0.50 per share.





The
      Company has raised $2,216,750 in cash by issuing 2,955,672 common shares at
      $0.75 per share.





The
      Company has issued 667,386 common shares at $0.50 per share for services and
      related expenses.





The
      Company has issued 100,000 common shares at $0.75 per share for services and
      related expenses.





The
      Company has issued 1,924,627 common shares at $0.50 per share related to
      anti-dilution clauses in prior offerings.





**NOTE
      8 - STOCK OPTIONS AND WARRANTS**





At
      September 30, 2006, the Company had zero stock options outstanding. At September
      30, 2006, the Company had the following warrants outstanding:











**Consolidated
                  Warrants Outstanding****As
                  of September 30, 2006****Period
                  of Issuance**
              **Period
                  of Expiration**
              **Total
                  Warrants**2004
                  - 2nd Quarter
              2007
                  - 2nd Quarter
              975,0002004
                  - 3rd Quarter
              2007
                  - 3rd Quarter
              1,343,3352004
                  - 4th Quarter
              2007
                  - 4th Quarter
              859,7122005
                  - 1st Quarter
              2008
                  - 1st Quarter
              846,0002005
                  - 2nd Quarter
              2008
                  - 2nd Quarter
              2,846,8412005
                  - 4th Quarter
              2008
                  - 4th Quarter
              1,500,0002006
                  - 1st Quarter
              2007
                  - 1st Quarter
              684,1332006
                  - 1st Quarter
              2008
                  - 1st Quarter
              13,014,9692006
                  - 1st Quarter
              2008
                  - 2nd Quarter
              2,990,7782006
                  - 2nd Quarter
              2008
                  - 2nd Quarter
              6,045,6722006
                  - 3rd Quarter
              2008
                  - 3rd Quarter
              4,751,002**Total
                  Warrants Outstanding**
              **35,857,442**




A
      summary
      of the Company’s stock warrants as of September 30, 2006 and changes during the
      year is presented below:


**Weighted****Warrants**
              
              **Average
                  Exercise Price**Outstanding,
                  December 31, 2005
              
              
              9,576,925
              
              $
              1.05Granted
              
              
              27,936,554
              
              
              0.83Canceled
              
              
              (383,333
              )
              
              0.50Exercised
              
              
              (1,272,704
              )
              
              0.50Outstanding,
                  September 30, 2006
              
              
              35,857,442
              
              $
              0.91




**NOTE
      9 - SIGNIFICANT EVENTS**





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





There
      is
      no assurance that a commercially viable ore body, a reserve, exists in any
      of
      the mineral claims until sufficient exploration work is done and an evaluation
      of that work concludes economic and legal feasibility. Bullion River’s current
      plans are strictly limited to research and exploration. Bullion
      River intends to try to remove any mineralized material, if economically viable.
      If mineralized material is found on any of Bullion River’s mineral exploration
      projects and removal is warranted, and Bullion River does not have the adequate
      working capital to do so, Bullion River will have to sell additional common
      shares or borrow money to finance the cost of removing the mineralized material.
      There is no assurance that Bullion River will have the working capital to remove
      the mineralized material from its mineral exploration projects, if warranted,
      and there is no assurance Bullion River will be able to raise additional working
      capital through equity or debt financing.










The
      following is a summary of significant events related to the Company’s properties
      that have transpired during the quarter ending September 30, 2006.





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


At
      September 30, 2006, the Company was in compliance with all of the terms of
      the
      option agreements related to the Washington Niagara purchase agreement and
      the
      Stump Family Trust agreement for the mining claims associated with the French
      Gulch property.





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





**North
      Fork Mining Corp.**


At
      September 30, 2006, the Company was in compliance with all of the terms of
      the
      option agreements associated with the North Fork property.




**Antone
      Canyon Property**


At
      September 30, 2006, the Company was in compliance with all of the terms of
      the
      option agreement associated with the Antone Canyon property.





**Corcoran
      Canyon Mining Corp.**


At
      September 30, 2006, Silver
      Quest Resources LTD (Silver Quest) had
      made
      all required cash payments due to the Company but had not yet issued the 100,000
      common shares of Silver Quest to stay in compliance with all of the terms of
      the
      option agreement associated with the Corcoran Canyon property.





**Cimarron
      Mining Corp.**


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





**Wenban
      Spring Mining Corp.**


At
      September 30, 2006, the Company had paid all claim maintenance fees associated
      with the Wenban Spring property.





As
      of
      September 30, 2006, the Company has spent $6,750 on exploration to apply toward
      the ownership thresholds set forth in the option agreement detailed in the
      Company’s second quarter 10-QSB.





**Painted
      Hills Claims**


As
      of
      September 1, 2006, management has decided not to pursue any additional
      exploration at the Painted Hills property and has chosen not to renew the mining
      claims.





**Mission
      Mine**


At
      September 30, 2006, the Company was in compliance with all of the terms of
      the
      option agreement associated with the Mission Mine property.










**Below
      is a summary of the mining claims held by the Company:**


**Bullion
                  River Gold Corp.****Schedule
                  of Mining Claims by Subsidiary****As
                  of September 30, 2006*****Nevada***
              
              **#
                  of Claims**Antone
                  Canyon
              
              60Corcorran
                  Canyon
              
              130Wenban
                  Spring
              
              292Total
                  Nevada Claims
              
              482***California***
              
              **#
                  of Claims**French
                  Gulch
              
              121North
                  Fork
              
              42Mission
                  Mine
              
              97Total
                  California Claims
              
              260**Total
                  Claims**
              
              
              **742**




**NOTE
      10 - RELATED PARTY TRANSACTIONS**





As
      of
      September 30, 2006, there are no related party transactions.




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





**NOTE
      11 - SUBSEQUENT EVENTS**





On
      October 5, 2006 the Company was fined $35,270 for Administrative Civil Liability
      by the California Regional Water Quality Control Board.





Since
      October 1, 2006 the Company has raised an additional $2.55 million in cash
      in
      the convertible debt offering which closed as of November 8, 2006. The Investors
      received two year warrants to purchase a total of 3,814,673 common shares of
      the
      Company at a purchase price of $1.00 per share.





Since
      October 1, 2006 the Company has recognized revenue totaling $273,000 from gold
      sales.





In
      an 8K
      announcement on November 13, 2006, the Company announced that it had finished
      the test mining phase at the French Gulch Mine and was commencing the production
      phase.









**Item
      2: Management’s Discussion and Analysis and Plan of
      Operations.**





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





**RESULTS
      OF OPERATIONS**




**Discussion
      of Revenue**




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




**Expenses
      for the nine months ending September 30, 2006 vs. September 30,
      2005**





Bullion
      River expenses totaled $10.1 million for the nine months ended September 30,
      2006, an increase of $5.8 million or 134% over the nine months ended September
      30, 2005.





The
      increase in total expenses was primarily attributable to exploration and mill
      operations. Exploration expenses totaled $6 million for the nine months as
      compared to $2.5 million last year, an increase of $3.5 million or 135%. Most
      of
      this increase is related to the French Gulch operations which were still in
      the
      preparation phase for starting the bulk sampling and site set up for the same
      period last year. The French Gulch mill rehabilitation began in January 2006
      and
      test milling began in June. To date the mill has accumulated expenses totaling
      $1.3 million accounting for 23% of the expense increase from prior year. General
      and administrative expenses increased by $600,000, or 38%, due primarily to
      the
      increased level of support required by the exploration and mill activities
      at
      French Gulch. Other notable variances from last year include an increase in
      interest revenue of $20,000 and a net increase in non-operating revenue of
      $60,000 offset by an increase in interest expense of $218,000.




**LIQUIDITY
      AND FINANCIAL CONDITION**




**Cash
      and Working Capital**





Bullion
      River had a cash balance of $219,000, on September 30, 2006. For the nine month
      period ending September 30, the Company had a net cash inflow of $94,000 which
      was made up of the following:




·
            The
                Company used $8.3 million in operating activities. This operating
                cash
                outflow represents a net loss for the period of $10.1 million; reduced
                by
                $850,000 of non-cash expenses; reduced by a net decrease in operating
                assets of $275,000; and reduced by an increase in operating liabilities
                of
                $675,000.


·
            The
                Company had cash outflow in investment activities of $2 million,
                which
                represents $2.3 million used for the purchase of fixed assets offset
                by a
                $300 thousand increase in lease
                obligations.


·
            The
                Company had cash inflow from financing activities totaling $10.5
                million
                from a net increase in debt of $2.7 million; a net increase in equity
                of
                $8.6 million; offset by offering costs of
                $800,000.










A
      decrease in working capital of $918,000 was due to an increase in current
      liabilities of $885,000 coupled with a decrease in current assets of $33,000.
      The increase in current liabilities is primarily attributable to increases
      in
      accounts payable and accrued liabilities. Bullion River has an accumulated
      deficit of $18.7 million since inception and has shareholder’s equity of
      $234,000. The Company has no contingencies or long-term agreements except for
      its commitments under the option agreements, premises, and rentals.




**Internal
      and External Sources of Liquidity**




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




**Critical
      Accounting Policies**





Mineral
      Properties





The
      Company 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. The Company 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





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





The
      Company has estimated costs associated with the closure, reclamation, and
      related environmental expenditures of the French Gulch and North Fork
      properties, which have been reflected in its financial statements in accordance
      with the Financial Accounting Standards Board ("FASB") issued Statement of
      Financial Accounting Standards No. 143 ("SFAS 143"), "Accounting for Asset
      Retirement Obligations", which addresses financial accounting and reporting
      for
      obligations associated with the retirement of tangible long-lived assets and
      the
      associated asset retirement costs. See the financial Note 4 for a related
      discussion.













**PLAN
      OF OPERATIONS**





**Summary**





During
      the third quarter of 2006, the Company concentrated its activities at the French
      Gulch project located in northern California.





At
      French
      Gulch, the Company continued work on the main decline and other access points
      to
      access the Washington and Lucky-7 veins for excavation of the bulk sample.
      The
      Company also continued mill rehabilitation in preparation for milling operations
      of the bulk sample material. See the French Gulch section below for additional
      detail.





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





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





As
      the
      Company proceeds with its production and exploration programs it will need
      to
      hire independent contractors as well as purchase or lease additional
      equipment.




**French
      Gulch Nevada Mining Corp.**





Information
      on the location and background of the French Gulch property and the purchase
      option agreement are detailed in the 2005 10-KSB filing.





Through
      the results of the exploration drilling programs and test mining completed
      through September 30, 2006 the Company has determined that extensive
      vein-hosted gold mineralization is present at the French Gulch property.
      However, the Company does not claim to have any ore bodies that can be
      considered proven and probable at this time.





Plant
      and Equipment





The
      French Gulch project includes a mill that operated as recently as 2002,
      consisting of a gravity and flotation circuit as well as a furnace for producing
      dore ’ bricks.
      Most of the required trackless equipment necessary to complete the decline
      construction is onsite. This includes LHD units, a drill jumbo, hand held
      drills, a
      scissor
      lift, ventilation fans, air compressors, generator sets, and other miscellaneous
      equipment. The company is currently renting a haul truck, water truck, two
      excavators, a dozer, a skidsteer loader, and an additional air compressor on
      a
      purchase option basis where a portion of the rental costs are applied to the
      purchase price if the Company decides to buy out the equipment.





Current
      status





During
      the third quarter of 2006, the Company continued operating in its test mining
      phase. The new decline has advanced further towards the Lucky 7 and Washington
      vein systems and the explosives storage area, the water treatment cut out,
      and
      electrical power center cut out have been completed. Furthermore, a drift
      towards the Niagara vein system in the northwest part of the property was
      started. On the I-level, the drift towards the Main Decline was extended and
      ore
      from an old existing stope was pulled. A new decline from the existing I-level
      drift was driven in order to access the previously explored Washington vein
      area
      below the old existing stope and new stopes have been started and are being
      mined, both in the Washington and the Dean vein systems. Additionally, the
      company started extracting ore from the Lucky 7 vein system via the Robillard
      level.










The
      Company continued to make improvements on the mill structure and improved its
      milling activity. More testing had been conducted in order to improve
      functionality, gold recovery, water flows, and treatment. The Company has also
      installed an improved water treatment plant on surface and made several
      mechanical and equipment improvements.





The
      Company has completed all 16 holes in the most recent drilling program. All
      assay results are being received and transferred into the company’s 3-D modeling
      software for further evaluation.





During
      the nine months ending September 30, 2006, the Company has spent $2.2 million
      in
      exploration costs and $840 thousand on mill rehabilitation at French
      Gulch.





Future
      Work





The
      new
      decline is being continued in order to gain access to the Washington and Lucky
      7
      areas as well as to the Niagara vein system.





Test
      mining of the Washington, Lucky 7, and Dean vein systems is expected to be
      completed in the fourth quarter of 2006. Approximately 4,000 tons of material
      will be mined from the veins and processed at the French Gulch mill during
      this
      phase.





The
      Company is continuing planning for expansion of the mill if the French Gulch
      property goes into production. SGS of Toronto, Canada has been retained to
      assist in the engineering work required to convert the mill from its current
      capacity to that of at least 500 tons per day. SGS is a renowned multi
      disciplined engineering group that operates internationally with its main North
      American metallurgical office based in Toronto, Canada.





The
      Company intends to proceed with engineering work focused on the completion
      of
      the mill design and other infrastructure requirements that include:




·
            Foundation
                design for the fine ore bin


·
            Design
                of supports / foundations for the larger ball
                mill.


·
            Procurement
                of equipment


·
            Provision
                of structure over outdoor flotation cells and electrical
                equipment.


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


·
            Design
                of site offices and shop.


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


·
            Design
                and implementation of mine backfill
                system.


·
            Emergency
                spill response program.





The
      bulk
      sampling and mill upgrade will be completed in a staged schedule to meet
      permitting requirements. Several of the items have to be completed prior to
      the
      issuance of a county building permit.





After
      the
      decision is made to proceed into the production phase, underground development
      will continue in an effort to open new stoping blocks in the current development
      area and to access the Niagara Mine to the northwest. The development program
      will be an ongoing activity to ensure that sufficient mining areas are available
      to provide ore to the mill on a continuous basis as well as to provide
      additional underground drill sites for further exploration. At this time,
      management will need to schedule and implement the mill expansion discussed
      above to allow for greater throughput of ore material.










Other
      planned work in the mine will include the preparation of an underground
      equipment service and repair facility and an underground dry room for employees.
      These facilities will be built underground in order to reduce surface congestion
      as well as make it simpler to contain any possible pollutants within the mine.
      Underground explosives magazines will also be completed to enhance explosives
      security on the mine site. Engineering work has been completed for these
      facilities.





**North
      Fork Mining Corp.**





Information
      on the location and background of the North Fork property and the purchase
      option agreement are detailed in the 2005 10-KSB filing.





Current
      status





The
      Company does not claim to have any ores or reserves whatsoever at this time
      on
      the North Fork Property.





An
      exploration permit is in place, which does not expire until December 2006.
      Currently, the Company has two reclamation bonds in place totaling $29,800
      with
      the U.S. Forest Service for financial assurances for completion of foreseeable
      reclamation related to underground and surface exploration.





The
      Company suspended activities at North Fork in February 2006 as a result of
      management’s decision to concentrate manpower and equipment resources at French
      Gulch. There were no significant activities performed at North Fork during
      the
      third quarter. Operations at North Fork including winterization and preparation
      of the exploration permit renewal will resume in the fourth quarter of
      2006.





As
      of
      September 30, 2006, the Company has spent $387,000 in exploration costs at
      North
      Fork.





Proposed
      Exploration





Decline
      rehabilitation at North Fork is planned to resume once the French Gulch mine
      is
      providing sufficient positive cash flows to finance the activity. The majority
      of the equipment required to complete the rehabilitation phase is onsite.





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




·
            Excavation
                and securing of the diamond drill
                station


·
            Excavation
                and securing underground explosives
                magazines


·
            Installing
                transformers and cable from surface to the underground drill
                station


·
            Excavation
                and securing a refuge station.





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





**Antone
      Canyon Mining Corp.**





Information
      on the location and background of the Antone Canyon property and the purchase
      option agreement are detailed in the 2005 10-KSB filing.










Current
      status and Proposed Exploration





The
      Company does not claim to have any ores or reserves whatsoever at this time
      on
      the Antone Property.





The
      Company must 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. The exploration program is
      designed to economically explore and evaluate the Antone Canyon
      property.





Currently,
      the Company has a reclamation bond in place in the amount of $3,300 with the
      U.S. Forest Service for financial assurances for completion of foreseeable
      reclamation related to surface exploration.





Expenses
      totaled $20,000 for the Antone Canyon property during the first three quarters
      of 2006, primarily attributable to consulting, claim maintenance fees, and
      insurance.





The
      Company’s plan to do 2,000 feet of surface drilling early in the fourth quarter
      of 2006 has been delayed until the second quarter of 2007 due to adverse weather
      conditions. Total spending for the drilling is estimated to be
      $108,000.





**Cimarron
      Mining Corp.**





As
      of
      August 23, 2006, the Company and Brancote US, owner of the majority of the
      Cimarron claims, have allowed the option agreement for the property to
      expire.





**Corcoran
      Canyon Mining Corp.**




Information
      on the location and background of the Corcoran Canyon property and the
      purchase option agreement are detailed in the 2005 10-KSB filing.





Current
      status and Proposed Exploration





The
      Company does not claim to have any ores or reserves whatsoever at this time
      on
      the Corcoran Canyon Property.





Currently,
      the Company has two reclamation bonds in place in the amount of $2,600 with
      the
      U.S. Forest Service and $6,700 with the Bureau of Land Management for financial
      assurances for completion of foreseeable reclamation related to surface
      exploration.





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





Expenses
      totaled $243,000 for the Corcoran property during the first two quarters of
      2006, primarily attributable to purchase option payments, claim maintenance
      fees, professional fees, and insurance.




On
      June
      16, 2006 the Company and Silver Quest Resources LTD and Silver Quest Resources
      (US) LTD (together “Silver Quest”) entered into a joint venture. As of September
      30, 2006, Silver Quest had
      made
      all cash payments due to the Company but had not yet issued the 100,000 common
      shares of Silver Quest to stay in compliance with all of the terms of the option
      agreement.









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




As
      of
      September 30, 2006, Silver Quest has prepared an exploration drilling program
      using a Diamond drill rig. The program has commenced and results are not
      available as of yet.




**Wenban
      Spring Mining Corp.**





Current
      information on the location and background of the Wenban Spring property is
      detailed in the 2005 10-KSB filing.





Current
      status and Proposed Exploration





The
      Company does not claim to have any ores or reserves whatsoever at this time
      on
      the Wenban Spring property.





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





Currently,
      the Company has two reclamation bonds in place totaling $11,400 with the Bureau
      of Land Management for financial assurances for completion of foreseeable
      reclamation related to surface exploration.





Expenses
      totaled $242,000 for the Wenban Spring property during the first three quarters
      of 2006, primarily attributable to purchase option payments, professional fees,
      and insurance.




For
      2006,
      the Company is planning to maintain the property for future exploration with
      total spending on additional mapping and sampling, and rental fees estimated
      to
      be $25,000.





**Painted
      Hills Property**





As
      of
      September 1, 2006, management has decided not to pursue any additional
      exploration at the Painted Hills property and has chosen not to renew the mining
      claims.





**Mission
      Mine Project**





Land





On
      February 18, 2006, the Company entered into an exploration agreement with an
      option to purchase the “Mission Mine” from TKM Corporation. The Company has made
      payments of $100,000 for exploration rights through September 1, 2009.





Location
      and Background





The
      Mission Mine property consists of 26 unpatented lode claims which are located
      about 58 km southeast of Twenty-Nine Palms in Riverside Co., California. The
      Mission Mine was originally developed between 1890 and 1930 as part of the
      Dale
      Mining District and contributed to the 17,000 oz of gold production during
      that
      time. The mine was reopened in 1981 when a production shaft was sunk to the
      619
      foot level and four working levels were developed along the vein for production.
      Underground channel sampling by TKM Corp, Asamera Minerals, USMX, and New Gold
      Corp. in the 1980’s and 1990’s indicated much of the Mission
      quartz-magnetite-specularite-pyrite vein contained between 0.25 oz/t and 2.0
      oz/t Au. Recent surface sampling from the Mission vein and other surrounding
      veins has confirmed high gold contents from various quartz-magnetite veins
      in
      the district.










Since
      entering into the exploration agreement, Bullion River has located an additional
      71 claims in the district to cover a series of old mines, veins, prospects,
      adits, and shafts. Three of the old mines, which were recently acquired by
      staking, had mills which produced gold from the ore.





Plant
      and Equipment





The
      Mission Mine project includes a mill, head frame, electrical equipment, and
      miscellaneous mining equipment that was used in the early to mid 1980’s while
      developing the Mission Mine. Most of the equipment is no longer serviceable
      and
      will be removed as scrap if the project progresses.




Current
      status and Proposed Exploration





The
      Company does not claim to have any ores or reserves whatsoever at this time
      on
      the Mission Mine Claims.





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





Ground
      magnetometer surveys have been conducted over the most prominent veins exposed
      on the claim blocks and they have defined the structural zones controlling
      the
      veining. Ongoing metallurgical scoping tests are being performed to determine
      economically feasible processes for gold recovery. The results of these tests
      are being evaluated. Additional mapping and sampling of the various mines and
      veins found on the claims is planned in the future.  The
      Company is also working on permitting for a core drilling program to take place
      in winter 2006-2007 and at present, an independent geological evaluation is
      being conducted.





Expenses
      totaled $207,000 for the Mission Mine property during the first three quarters
      of 2006, primarily attributable to purchase option payments, claim maintenance
      fees, consulting, and legal fees.





For
      2006,
      the Company is currently in the process of permitting a plan of operations
      through the Barstow BLM office with the intent of improving the mine access
      road
      and starting a feasibility study for the mining district.










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





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





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











**PART
      II - OTHER INFORMATION**


Item
      1.       Legal Proceedings.





None;
      not
      applicable.




Item
      2.       Unregistered Sales of Equity Securities and
      Use of Proceeds.





On
        July
        10, 2006 the Registrant completed the offer and sale of an aggregate of
        6,869,007 Units, with each Unit consisting of one share of Common Stock and
        one
        Warrant to acquire one share of Common Stock. Through July 10, 2006 the
        Registrant received $ 4,094,251 in gross proceeds from the subscriptions
        and
        $3,929,251 in net proceeds from the subscriptions after the deduction $165,000
        in finder’s fees and other fees and expenses in the offering. Proceeds of the
        Financing are anticipated to be used to continue development of the French
        Gulch
        Mine. The Company filed a Current Report on Form 8-K with respect to this
        transaction on July 19, 2006.
 
 On
        August
        3, 2006, the Company entered into a Securities Purchase Agreement with one
        investor (the "Investor") for an aggregate amount of (i) $2,000,000 in secured
        convertible notes, and (ii) warrants to purchase 2,666,667 shares of the
        Company’s common stock (the "Financing"). Proceeds of the Financing are
        anticipated to be used to continue development of the French Gulch Mine.
        The
        Company filed a Current Report on Form 8-K with respect to this transaction
        on
        August 3, 2006.




Item
      3.       Defaults Upon Senior Securities.





None;
      not
      applicable.




Item
      4.       Submission of Matters to a Vote of Security
      Holders.





None;
      not
      applicable.




Item
      5.       Other Information.





None;
      not
      applicable.




Item
      6. Exhibits.





31.1
            302
                Certification of Peter M Kuhn


31.2
            302
                Certification of Nancy Huber


32
            906
                Certification











SIGNATURES





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




**BULLION
                RIVER GOLD CORP.**Dated: November
              14, 2006
            By:
            /s/ Peter
              M.
              KuhnPeter
                M. Kuhn
              Chief
                Executive Officer and Director


Dated: November
                14, 2006
              By:
              /s/ Nancy
                HuberNancy
                    Huber
                  Chief
                    Financial Officer and Director