**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**





**Washington,
      D.C. 20549**








FORM
      10-QSB


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





For
      the
      quarterly period ended March 31, 2007





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





For
      the
      transition period from ____________ to____________





Commission
      File No. 333-85414





BULLION
      RIVER GOLD CORP.


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





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





3500
      Lakeside Court, Suite 200


Reno,
      Nevada 89509


(Address
      of Principal Executive Office)





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





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





(1)
      Yes xNo o   (2)
      Yes xNo
o





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





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: May 14, 2007 - 63,245,763





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








**INDEX****Part
                I**
            **Financial
                Information**
            **Page**Item
                1
            Consolidated
                Financial Statements (Unaudited):
            1Consolidated
                Balance Sheets
            2Consolidated
                Statements of Operations and Comprehensive Income (Loss)
            3Consolidated
                Statements of Cash Flows
            4Notes
                to the Consolidated Financial Statements
            5Item
                2
            Management’s
                Discussion and Analysis and Results of Operations
            14Item
                3
            Controls
                and Procedures
            16**Part
                II**
            **Other
                Information**
            17







**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.


1


**Bullion
      River Gold Corp.**


**Consolidated
      Balance Sheets**


**As
      at March 31, 2007 and December 31, 2006**


**March
                31,**
              **2007**
            
            **December
                31,**
              **2006**(Unaudited)
            
            (Audited)**Assets**Current
                Assets:Cash
            
            $
            73,639
            
            $
            146,509Inventory
                in process
            
            
            808,649
            
            
            125,065Prepaids
                and other current assets
            
            
            456,808
            
            
            460,022Supplies
                inventory
            
            
            49,205
            
            
            64,065Total
                current assets
            
            
            1,388,301
            
            
            795,661Property
                and equipment, net
            
            
            3,210,088
            
            
            2,556,694Other
                assets:Investment
                securities
            
            
            49,000
            
            
            63,000Deposits
            
            
            188,384
            
            
            289,177Restricted
                reclamation deposits
            
            
            171,711
            
            
            170,709Total
                other assets
            
            
            409,095
            
            
            522,886**Total
                assets**
            
            **$**
            **5,007,484**
            
            **$**
            **3,875,241****Liabilities
                and Shareholders’ Deficit**Current
                liabilities:Accounts
                payable and accrued liabilities
            
            $
            2,566,068
            
            $
            2,144,150Short
                term loans
            
            
            559,962
            
            
            -Current
                portion of capital lease obligations
            
            
            217,096
            
            
            226,608Interest
                payable on convertible debt
            
            
            157,247
            
            
            118,815Total
                current liabilities
            
            
            3,500,373
            
            
            2,489,573Long
                term liabilities:Convertible
                debt, net of discount
            
            
            3,706,745
            
            
            2,187,348Capital
                lease obligations
            
            
            224,547
            
            
            227,732Reclamation
                obligations
            
            
            110,584
            
            
            109,101Total
                long term liabilities
            
            
            4,041,876
            
            
            2,524,181Total
                liabilities
            
            
            7,542,249
            
            
            5,013,754Shareholders’
                deficit:Common
                stock; authorized 200,000,000 shares, $0.001 par value.Issued
                and outstanding 63,079,096 and 59,282,372, respectively.
            
            
            63,079
            
            
            59,282Additional
                paid in capital
            
            
            26,260,400
            
            
            22,836,794Shares
                subscribed
            
            
            -
            
            
            15,244Other
                comprehensive income
            
            
            4,019
            
            
            18,038Accumulated
                deficit
            
            
            (28,862,263
            )
            
            (24,067,871
            )Total
                shareholders’ deficit
            
            
            (2,534,765
            )
            
            (1,138,513
            )**Total
                liabilities and shareholders’ deficit**
            
            **$**
            **5,007,484**
            
            **$**
            **3,875,241**The
                accompanying notes are an integral part of these consolidated financial
                statements.


2


**Bullion
      River Gold Corp.**


**Consolidated
      Statements of Operations**


**For
      the Three Months Ending March 31, 2007 and 2006**





**Three
                Months Ended March 31,****2007**
            
            **2006**(Unaudited)
            
            
            (Unaudited)Revenues:Precious
                metal sales
            
            $
            352,610
            
            $
            -Cost
                of goods sold:Direct
                production expenses
            
            
            708,235
            
            
            -Gross
                loss
            
            
            (355,625
            )
            
            -Operating
                expenses:Exploration
                and development
            
            
            2,080,942
            
            
            1,515,085General
                and administrative
            
            
            1,232,682
            
            
            644,715Stock
                based compensation
            
            
            81,229
            
            
            -Depreciation
                and accretion
            
            
            152,951
            
            
            65,140Total
                operating expenses
            
            
            3,547,804
            
            
            2,224,940Loss
                from operations
            
            
            (3,903,429
            )
            
            (2,224,940
            )Other
                income (expense):Interest
                income
            
            
            17,375
            
            
            10,014Interest
                expense
            
            
            (799,843
            )
            
            (10,129
            )Loss
                on settlement of debt
            
            
            (5,963
            )
            
            -Loss
                on asset disposal
            
            
            -
            
            
            (1,189
            )Non-operating
                income
            
            
            2,549
            
            
            -Total
                other income (expense)
            
            
            (785,883
            )
            
            (1,304
            )Net
                loss before income taxes
            
            
            (4,689,312
            )
            
            (2,226,244
            )Income
                taxes
            
            
            -
            
            
            -Net
                loss
            
            
            (4,689,312
            )
            
            (2,226,244
            )Other
                comprehensive income:Unrealized
                holding loss
            
            
            (14,019
            )
            
            -**Net
                comprehensive loss**
            
            **$**
            **(4,703,331**
            **)**
            **$**
            **(2,226,244**
            **)**Basic
                and diluted loss per share
            
            $
            (0.08
            )
            $
            (0.05
            )Weighted
                average shares outstanding
            
            
            60,418,216
            
            
            45,502,911The
                accompanying notes are an integral part of these consolidated financial
                statements.


3





**Bullion
      River Gold Corp.**


**Consolidated
      Cash Flow Statements**


**For
      the Three Months Ending March 31, 2007 and 2006**





**Three
                Months Ended March 31,****2007**
            
            **2006**(Unaudited)
            
            (Unaudited)**Cash
                Flows From Operating Activities**Net
                loss for the period
            
            $
            (4,689,312
            )
            $
            (2,226,244
            )Adjustments
                to reconcile net loss to net cashused
                in operating activities:Depreciation
                expense
            
            
            151,468
            
            
            63,611Accretion
                expense
            
            
            1,483
            
            
            1,529Amortization
                related to debt discounts
            
            
            550,747
            
            
            -Equity
                instruments issued for services and expenses
            
            
            206,753
            
            
            125,000Loss
                on settlement of debt
            
            
            5,963
            
            
            -Loss
                on disposal of assets
            
            
            -
            
            
            1,189Changes
                in operating assets and liabilities:(Increase)
                decrease in:Inventory
                in process
            
            
            (683,584
            )
            
            -Prepaids
                and other current assets
            
            
            3,195
            
            
            52,749Supplies
                inventory
            
            
            14,860
            
            
            (22,507
            )Deposits
            
            
            99,791
            
            
            122,574(Decrease)
                increase in:Accounts
                payable and accrued liabilities
            
            
            421,918
            
            
            (8,458
            )Interest
                payable on convertible debt
            
            
            38,432
            
            
            -Net
                cash used in operating activities
            
            
            (3,878,286
            )
            
            (1,890,557
            )**Cash
                Flows From Investing Activities**Purchase
                of property and equipment
            
            
            (753,044
            )
            
            (769,995
            )Net
                cash used in investing activities
            
            
            (753,044
            )
            
            (769,995
            )**Cash
                Flows From Financing Activities**Loans
                from related parties
            
            
            -
            
            
            (13,453
            )Payments
                on capital leases
            
            
            (64,515
            )
            
            -Short
                term loans
            
            
            750,000
            
            
            -Proceeds
                from sale of convertible debt
            
            
            1,400,000
            
            
            -Proceeds
                from sale of common shares
            
            
            2,644,000
            
            
            3,714,616Offering
                costs
            
            
            (171,025
            )
            
            (464,308
            )Net
                cash received from financing activities
            
            
            4,558,460
            
            
            3,236,855Increase
                (decrease) in cash
            
            
            (72,870
            )
            
            576,303Cash,
                beginning of the period
            
            
            146,509
            
            
            124,788**Cash,
                end of period**
            
            **$**
            **73,639**
            
            **$**
            **701,091****Supplemental
                Disclosure of Cash Flow Information**Cash
                paid for interest
            
            $
            43,506
            
            $
            10,129Cash
                paid for income taxes
            
            $
            -
            
            $
            -**Non-Cash
                Financing Activities**Non-cash
                dividend issued to select warrant holders
            
            $
            105,080
            
            $
            -The
                accompanying notes are an integral part of these consolidated financial
                statements.


4


**Bullion
      River Gold Corp**


**Notes
      to the Consolidated Financial Statements**


**March
      31, 2007**








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





**NATURE
      OF OPERATIONS**


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





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





Bullion
      River Gold Corp has an authorized capital of 200,000,000 common shares with
      a
      par value of $0.001. As of March 31, 2007 there were 63,079,096 common shares
      issued and outstanding.




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




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





**BASIS
      OF PRESENTATION**


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





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





**PRINCIPLES
      OF CONSOLIDATION**


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





**PRODUCTION
      AND DEVELOPMENT COST ACCOUNTING**


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





**INVENTORY
      IN PROCESS**


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





**SUPPLY
      INVENTORIES**


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


5


**ACCOUNTING
      ESTIMATES**


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





**CONCENTRATIONS**


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





**REVENUE
      RECOGNITION**


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





**INCOME
      TAXES**


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





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


Basic
      loss per share includes no dilution and is computed by dividing net loss by
      the
      weighted average number of outstanding common shares during the year. Diluted
      earnings per share would reflect the potential dilution of securities that
      would
      occur if securities or other contracts (such as stock options and warrants)
      to
      issue common stock were exercised or converted into common stock. At March
      31,
      2007, the Company had 2,040,000 options outstanding and 43,092,849 warrants
      outstanding. At March 31, 2006, the Company had no options outstanding and
      27,030,136 warrants outstanding.





**LEASES**


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





**FIXED
      ASSETS**


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


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


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





**COMPREHENSIVE
      INCOME**


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


6


**MINERAL
      PROPERTY OPTION PAYMENTS AND EXPLORATION COSTS**


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





**IMPAIRMENT
      OF LONG-LIVED ASSETS**


Long-lived
      assets are reviewed for impairment whenever events or changes in circumstances
      indicate that the carrying amount of an asset may not be recoverable. The
      Company recognizes impairment of long-lived assets in the event that the net
      book value of such assets exceeds the future undiscounted cash flows attributed
      to such assets. No impairment of long-lived assets was recognized for the
      periods ended March 31, 2007 and 2006.





**CLOSURE,
      RECLAMATION AND REMEDIATION COSTS**


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





The
      Company has estimated costs associated with the closure, reclamation and related
      environmental expenditures of the French Gulch and North Fork properties, which
      have been reflected in its financial statements in accordance with the Financial
      Accounting Standards Board ("FASB") issued Statement of Financial Accounting
      Standards No. 143 ("SFAS 143"), "Accounting for Asset Retirement Obligations",
      which addresses financial accounting and reporting for obligations associated
      with the retirement of tangible long-lived assets and the associated asset
      retirement costs. See Note 9 for a summary of the Company’s reclamation
      obligations.





**STOCK
      OPTIONS**


In
      December 2004, the Financial Accounting Standard Board (“FASB”) issued SFAS
      123R, “Share-Based Payments” (“SFAS No. 123R”), a revision of SFAS No. 123,
“Accounting for Stock-Based Compensation” (“SFAS No. 123”), which requires
      companies to measure all employee stock-based compensation awards using a fair
      value method and record such expense in their financial statements. The Company
      adopted this standard effective January 1, 2006 and elected the
      modified-prospective transition method. Under the modified-prospective
      transition method, awards that are granted, modified, repurchased or cancelled
      after the date of adoption should be measured and accounted for in accordance
      with SFAS No. 123R. The Company had 2,040,000 options outstanding as of March
      31, 2007 which resulted in charges attributable to the period ended March 31,
      2007 in the amount of $81,229. There were no options outstanding on March 31,
      2006.





**CONVERTIBLE
      DEBT**


EITF
      00-27 states that the effective conversion price based on the proceeds received
      for or allocated to the convertible instrument should be used to compute the
      intrinsic value, if any, of the embedded conversion option. As a result of
      this
      consensus, an issuer should first allocate the proceeds received in a financing
      transaction that includes a convertible instrument to the convertible instrument
      and any other detachable instruments included in the exchange (such as
      detachable warrants) on a relative fair value basis. Then, the Issue 98-5 model
      should be applied to the amount allocated to the convertible instrument, and
      an
      effective conversion price should be calculated and used to measure the
      intrinsic value, if any, of the embedded conversion option. The Company has
      adopted this accounting practice for all convertible debt issued to date. The
      convertible debt and related discounts are summarized in footnote
      8.








**NOTE
      3 - INVENTORIES**





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





**March
                31,**
              **2007**
            
            **December
                31,**
              **2006**Gold
                bullion
            
            $
            -
            
            $
            -Precious
                metal in process
            
            
            808,649
            
            
            125,065Supplies
            
            
            49,205
            
            
            64,065Total
                inventories
            
            $
            857,854
            
            $
            189,130





Metal-in-process
      inventory contained approximately 1,219 ounces of gold as of March 31, 2007
      and
      197 ounces as of December 31, 2006.


7


**NOTE
      4 - PROPERTY AND EQUIPMENT**





The
      following is a summary of the Company’s property and equipment at March 31,
      2007 and December 31, 2006:





**March
                31,**
              **2007**
            
            **December
                31,**
              **2006**Mine
                equipment
            
            $
            2,468,838
            
            $
            2,369,196Vehicles
            
            
            275,976
            
            
            224,158Office
                equipment
            
            
            189,631
            
            
            160,258Buildings
            
            
            65,287
            
            
            61,911Total
            
            
            2,999,732
            
            
            2,815,523Accumulated
                depreciation
            
            
            (680,414
            )
            
            (528,946
            )Net
            
            
            2,319,318
            
            
            2,286,577Land
            
            
            110,203
            
            
            110,203Contruction
              in progress
            
            
            780,567
            
            
            159,914Property
                and equipment, net
            
            $
            3,210,088
            
            $
            2,556,694





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





**March
                31,**
              **2007**
            
            **December
                31,**
              **2006**Mill
                expansion
            
            $
            603,704
            
            $
            37,922Water
                treatment plant
            
            
            75,953
            
            
            23,561Buildings
                and site infrastructure
            
            
            50,887
            
            
            48,408Paste
                backfill system
            
            
            50,023
            
            
            50,023Total
                construction in progress
            
            $
            780,567
            
            $
            159,914





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








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





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





**Mineral
                Property**
            
            **Obligee
                (s)**
            
            **Inception
                Date**
            
            **December
                31, 2006**
            
            **Changes**
            
            **March
                31, 2007**French
                Gulch
            
            
            Bureau
                of Land Management
            
            
            June
                2006
            
            $
            11,500
            
            $
            -
            
            $
            11,500French
                Gulch
            
            
            Shasta
                County
            
            
            December
                2006
            
            
            74,959
            
            
            1,002
            
            
            75,961French
                Gulch
            
            
            California
                Regional Water Control Board
            
            
            December
                2006
            
            
            29,900
            
            
            -
            
            
            29,900North
                Fork
            
            
            US
                Forest Service
            
            
            March
                2004
            
            
            29,800
            
            
            -
            
            
            29,800Antone
                Canyon
            
            
            US
                Forest Service
            
            
            March
                2006
            
            
            3,300
            
            
            -
            
            
            3,300Corcoran
                Canyon
            
            
            USDAFS
            
            
            April
                2004
            
            
            2,600
            
            
            -
            
            
            2,600Corcoran
                Canyon
            
            
            Bureau
                of Land Management
            
            
            April
                2004
            
            
            6,700
            
            
            -
            
            
            6,700Wenban
                Spring
            
            
            Bureau
                of Land Management
            
            
            March
                2006
            
            
            5,400
            
            
            -
            
            
            5,400Painted
                Hills
            
            
            Bureau
                of Land Management
            
            
            August
                2004
            
            
            6,550
            
            
            -
            
            
            6,550$
            170,709
            
            $
            1,002
            
            $
            171,711







**NOTE
      6 - INVESTMENTS**





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





**Common
                Stock Holdings**
            
            **March
                31, 2007**
            
            **December
                31, 2006**Silver
                Quest Resources LTD.Fair
                value
            
            $
            49,000
            
            $
            63,000Cost
            
            
            45,000
            
            
            45,000Unrealized
                holding gain
            
            $
            4,000
            
            $
            18,000


8


**NOTE
      7 - LOANS PAYABLE**





During
      March 2007, the Company issued three short term notes raising a total of
      $750,000. The principal amounts bear an interest rate of zero (0.00%), and
      are
      due and payable on or before June 30, 2007. There is no penalty for prepayment
      of any amount. The notes also include one detached warrant to purchase one
      common share per one dollar ($1) of principal; each warrant has a life of two
      years and has an exercise price of $0.75.





**March
                31, 2007**
            
            **December
                31, 2006**Short
                term loans
            
            $
            750,000
            
            $
            -Fair
                value of detached warrants
            
            
            (196,345)
            
            
            -Discount
                amortization to date
            
            
            6,307
            
            
            -Short
                term loans, net
            
            $
            559,962
            
            $
            -








**NOTE
      8 - CONVERTIBLE DEBT**





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





**March
                31, 2007**
            
            **December
                31, 2006**Secured
              Debentures
            
            Unsecured
              Debentures
            
            Total
            
            Secured
              Debentures
            
            Unsecured
              Debentures
            
            TotalConvertible
                debt
            
            $
            4,000,000
            
            $
            2,860,948
            
            $
            6,860,948
            
            $
            2,600,000
            
            $
            2,860,948
            
            $
            5,460,948Discount:Relative
                fair value of detached warrants
            
            
            (1,033,570)
            
            
            (856,454)
            
            
            (1,890,024)
            
            
            (766,049
            )
            
            (856,454
            )
            
            (1,622,503
            )Intrinsic
                value of conversion benefit
            
            
            (1,258,903)
            
            
            (1,310,555)
            
            
            (2,569,458)
            
            
            (1,101,382
            )
            
            (1,310,555
            )
            
            (2,411,937
            )Discount
                amortization to date
            
            
            710,442
            
            
            594,837
            
            
            1,305,279
            
            
            436,879
            
            
            323,961
            
            
            760,840Net
                discount on convertible debt
            
            
            (1,582,031)
            
            
            (1,572,172)
            
            
            (3,154,203)
            
            
            (1,430,552
            )
            
            (1,843,048
            )
            
            (3,273,600
            )Convertible
                debt, net of discount
            
            $
            2,417,969
            
            $
            1,288,776
            
            $
            3,706,745
            
            $
            1,169,448
            
            $
            1,017,900
            
            $
            2,187,348





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





If
      settlement of all of the convertible debt were to have occurred on March 31,
      2007 the Company would have paid up to $7,095,733 in cash or have issued up
      to
      9,460,980 shares of common stock which would have had a market value of
      $6,433,466. Over the remaining life of the outstanding convertible debt the
      Company may pay for settlement up to $8,199,171 in cash or issue up to
      10,932,231 shares of common stock.


9


**NOTE
      9 - RECLAMATION OBLIGATIONS**





The
      accretion of the reclamation obligation liability is recorded as a separate
      operating expense in the Company's statement of operations with a corresponding
      increase in the reclamation liability. Below are the reclamation obligation
      and
      accretion details at of March 31, 2007.





French
      Gulch





In
      connection with the reclamation permit obtained in December 2005 based on the
      current operating plan for the French Gulch property, the Company estimated
      reclamation costs to be $75,472 at December 31, 2006. At an accretion rate
      of 6%, the Company has expensed $1,042 for the period ended March 31, 2007.
      The
      total reclamation obligation at March 31, 2007 is $76,514.





North
      Fork





The
      Company put the initial reclamation permit in place in March 2004 with a
      supplemental permit in May 2005 based on its updated operating plan. In
      connection with these permits, the Company estimated reclamation costs to be
      $33,629 at December 31, 2006 for the North Fork property. At an accretion
      rate of 6%, the Company has expensed $441 for the period ended March 31, 2007.
      Total reclamation obligation at March 31, 2007 is $34,070.





The
      following is a description of the changes to the Company's reclamation liability
      and expenses at March 31, 2007:





Estimated
                reclamation obligation at December 31, 2006:French
                Gulch
            
            $
            75,472North
                Fork
            
            
            33,629Reclamation
                obligation before 2007 accretion
            
            
            109,101Changes
                in reclamation obligation for the period ending March 31,
                2007:French
                Gulch accretion expense
            
            
            1,042North
                Fork accretion expense
            
            
            441Increase
                in reclamation obligation
            
            
            1,483Total
                reclamation obligation at March 31, 2007
            
            $
            110,584








**NOTE
      10 - COMMON STOCK**





During
      the three months ending March 31, 2007 the Company entered into the following
      consolidated equity transactions:





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





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





The
      Company issued 155,901 common shares at $0.75 per share for interest on
      convertible debt accrued in 2006.


10





**NOTE
      11 - STOCK OPTIONS AND WARRANTS**




On
      December 20, 2006, the Company granted 1,840,000 options exercisable for the
      purchase of one share of common stock each with an exercise price when vested
      of
      $0.50. On February 28, 2007 the Company issued 200,000 additional options.
      For
      the year ending December 31, 2006, immediately vested options totaled 794,722.
      During the three month period ending March 31, 2007, an additional 203,891
      options became vested for a total of 998,613. The remaining 1,041,387 will
      vest
      over periods of one to thirty-five months. All stock options have been issued
      under an equity compensation plan approved by the directors and the shareholders
      of the Company. These stock options are not yet registered but are expected
      to
      be by the end of the second quarter of 2007.




The
      Company estimated the fair value of options and warrants using the Black-Scholes
      Option Price Calculation. The Company used the following assumptions in
      estimating fair value for the initial grant on December 20, 2006: the risk-free
      interest rate of 4.6%, the volatility rate used is 74%; and the expected life
      of
      the options is ten years. The Company also assumed that no dividends would
      be
      paid on common stock. The Company used the following assumptions in estimating
      fair value for the options granted during the three months ending March 31,
      2007: the risk-free interest rate of 4.56%, the volatility rate used is 72.5%;
      and the expected life of the options is ten years. The Company also assumed
      that
      no dividends would be paid on common stock.




At
      March
      31, 2007, the Company had the following stock options outstanding:





Options
            
            Weighted
                Average Exercise PriceOutstanding
                December 31, 2006
            
            
            1,840,000
            
            $
            0.50Granted
            
            
            200,000
            
            
            0.75Canceled
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Outstanding
                on March 31, 2007
            
            
            2,040,000
            
            $
            0.52Exercisable
                on March 31, 2007
            
            
            998,613
            
            $
            0.50




At
      March
      31, 2007, the Company had the following consolidated warrants
      outstanding:





Period
                of Issuance
            Period
                of Expiration
            Total
                Warrants3rdquarter - 2004
            3rdquarter - 2007
            1,343,3354thquarter - 2004
            4thquarter - 2007
            824,2251stquarter - 2005
            1stquarter - 2008
            796,0002ndquarter - 2005
            2ndquarter - 2008
            2,546,8414thquarter - 2005
            4thquarter - 2008
            1,500,0001stquarter - 2006
            1stquarter - 2007
            550,8001stquarter - 2006
            1stquarter - 2008
            13,014,9691stquarter - 2006
            2ndquarter - 2008
            2,224,1622ndquarter - 2006
            2ndquarter - 2008
            6,045,6723rdquarter - 2006
            3rdquarter - 2008
            4,751,0024thquarter - 2006
            3rdquarter - 2008
            800,0004thquarter - 2006
            4thquarter - 2008
            4,097,1731stquarter - 2007
            3rdquarter - 2008
            548,3341stquarter - 2007
            1stquarter - 2009
            4,050,336Total
                Warrants Outstanding
            43,092,849




11




The following is a summary of the Company’s stock
      warrants at March 31, 2007 and changes during the period:


Warrants
            
            Weighted
                Average Exercise PriceOutstanding
                on December 31, 2006
            
            
            39,854,666
            
            $
            0.92Granted
            
            
            4,598,670
            
            
            1.00Canceled
            
            
            -
            
            
            -Exercised
            
            
            (1,360,487)
            
            
            0.70Outstanding
                on March 31, 2007
            
            
            43,092,849
            
            $
            0.83





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





**NOTE
      12 - MINERAL PROPERTIES**




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




The
      following is a summary of significant events related to the Company’s properties
      that have transpired during the three month period ending March 31, 2007. For
      more information about the individual properties see the Company’s 2006 annual
      report.





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





The
      Company has a verbal agreement with the Washington Niagara Mining Partnership
      to
      delay payments under the original terms of the option agreement. As of March
      31,
      2007, the Company is in arrears for a total of $300,000.





All
      claim
      maintenance fees and taxes for the property were current as of March 31,
      2007.





**North
      Fork Mining Corp.**





The
      Company has a verbal agreement with owners to delay payments under the original
      terms of the option agreement. As of March 31, 2007, the Company is in arrears
      for a total of $40,000.





All
      claim
      maintenance fees and taxes for the property were current as of March 31,
      2007.





**Antone
      Canyon Property**





The
      Company was in compliance with the terms of the option agreement with Antone
      Canyon LLC as of March 31, 2007.





All
      claim
      maintenance fees for the property were current as of March 31,
      2007.


12


**Corcoran
      Canyon Mining Corp.**





At
      March
      31, 2007, Silver Quest was in compliance with all of the terms of the joint
      venture option agreement with the Company.





All
      claim
      maintenance fees for the property were current as of March 31,
      2007.





**Wenban
      Spring Mining Corp.**





All
      claim
      maintenance fees for the property were current as of March 31,
      2007.





**Mission
      Mine**





The
      Company was in compliance with the terms of the option agreements with TKM
      Corporation and Nevada Eagle Resources LLC as of March 31, 2007.





All
      claim
      maintenance fees and taxes for the property were current as of March 31,
      2007.






**NOTE
      13 - RELATED PARTY TRANSACTIONS**





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





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






**NOTE
      14 - GOING CONCERN**





As
      shown
      in the accompanying financial statements, the Company has incurred significant
      operating losses since inception, and as of March 31, 2007, the Company has
      limited financial resources to support it until such time that it is able to
      generate positive cash flow from commercial operations.





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





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





Subsequent
      to March 31, 2007, the company raised $550,000 in cash from short term loans
      and
      $1.27 million from mineral sales. The Company is currently negotiating the
      raising of additional funds through debt and equity financing which is estimated
      to be sufficient to complete required capital improvements at French Gulch
      and
      provide working capital to support operations and administrative activity in
      the
      short term. If the Company does not secure this financing it will need to pursue
      other options in order to continue its operating plan.







**NOTE
      15 - SUBSEQUENT EVENTS**





Subsequent
      to March 31, 2007, the Company raised $550,000 in cash from short term
      loans.


13


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





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




**Company
      Overview**




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





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





**Results
      of Operations**




*Three
      months ended March 31, 2007 vs. three months ended March 31,
      2006*




There
      were no revenues or cost of sales for the three months ended March 31, 2006
      as
      the Company was still in the exploration stage at that time. For the year three
      months ended March 31, 2007, the Company generated $353,000 in revenue from
      the
      sales of precious metals. The revenue was offset with cost of sales of $708,000
      for a gross loss of $355,000.





The
      Company’s total expenses were $4.3 million for the three months ended March 31,
      2007, an increase of $2.1 million or 95% over the same period in 2006. Of the
      $2.1 million increase in expenses, $1.3 million or 63% was attributed to
      operating expenses while the remaining $800,000 was non-operating
      related.





Exploration
      and development and general and administrative activities equally attributed
      to
      87% of the increase in operating expenses over the same three month period
      last
      year. Exploration and development expenses have totaled $2.01 million for 2007
      as compared to $1.5 million for the period last year, an increase of $560,000
      or
      37%. Most of this increase is related to the French Gulch operations which
      were
      limited to starting the bulk sampling and site set up in 2006. General and
      administrative expenses increased by $590,000, or 91%, due primarily to the
      increased level of support required by the activities at French Gulch. Other
      variances in operating expenses from last year include an increase in
      depreciation and accretion of $88,000 and an increase in employee stock based
      compensation of $81,000.





The
      increase in net non-operating expenses was primarily attributable to interest
      expense. Interest expense totaled $800,000 for the three month period ending
      March 31, 2007 as compared to $10,000 for the same period last year. The
      increase in interest expense is mainly attributable to the issuances of
      convertible debt starting in the third quarter of 2006. The increase in interest
      expense was offset by a net increase in gains compared to last year of $5,000
      from interest income, loss on debt, loss on asset disposal, and other
      non-operating income.





14




**Liquidity
      and Financial Condition**





*Cash
      and Working Capital*


The
      Company had a cash balance of $73,639 on March 31, 2007. For the three month
      period ending March 31, 2007, the Company had a net cash outflow of $72,870
      which was made up of the following:


·
            The
                Company used $3.9 million in operating activities. This operating
                cash
                outflow represents a net loss for the period of $4.7 million; reduced
                by
                $920,000 of non-cash expenses; increased by a net increase in operating
                assets of $570,000; and reduced by an increase in operating liabilities
                of
                $460,000.


·
            The
                Company had cash outflow in investment activities of $750,000, all
                of
                which represents cash used for the purchase of fixed
                assets.


·
            The
                Company had cash inflow from financing activities totaling $4.6 million
                from a net increase in debt of $2.15 million; a net increase in equity
                of
                $2.6 million; offset by offering costs of $171,000 and gross lease
                payments of $65,000.





At
      March
      31, 2007, the Company had a working capital deficit of $2.2 million. The
      decrease in working capital of $460,000 from December 31, 2006 was due to an
      increase in current liabilities of $1.1 million partially offset by an increase
      in current assets of $600,000. The increase in current liabilities is primarily
      attributable to increases in short term loans and accounts payable and accrued
      liabilities. The Company has an accumulated deficit of $28.9 million since
      inception and has a shareholder’s deficit of $2.5 million. The Company has no
      contingencies or long-term agreements except for its commitments under its
      option agreements, premises, and leases.





*Internal
      and External Sources of Liquidity*





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




15


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





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





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


16


**PART
      II - OTHER INFORMATION**





Item
      1. Legal
      Proceedings





None;
      not
      applicable




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





None;
      not
      applicable





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.





The
      Company does not have a stated procedure by which security holders may recommend
      nominees to the Company’s board of directors. The Company considers candidates
      recommended by security holders in accordance with applicable laws and
      regulations. During the quarter ended March 31, 2007 there was no change to
      this
      procedure.





Item
      6. Exhibits.





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




17


SIGNATURES





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


**BULLION
        RIVER GOLD CORP.**
   Dated:
        May 15,
        2007                                                                                        
By:     /s/ Peter M.
        Kuhn
 Peter M. Kuhn
 Chief Executive Officer and Director
   Dated:
        May 15,
        2007                                                                                        By:      /s/
        Nancy
        Huber
 Nancy
        Huber
 Chief
        Financial Officer and Director
   18