UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-QSB





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





For the quarterly period ended  June 30, 2004





[   ]
TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from     to








Commission file number 333-85414








BULLION RIVER GOLD CORP.(Exact name of small business issuer as specified in its charter)








Incorporated in the State of Nevada
(State or other jurisdiction of incorporation or organization)
98-0377992
(I.R.S. Employer Identification No.)1325 Airmotive Way, Suite 325, Reno, Nevada, 89502
(Address of principal executive offices)775-324-4881
(Issuers telephone number)(Former name, former address and former fiscal year, if changed since last report)











APPLICABLE ONLY TO CORPORATE ISSUERS





State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date.


Class
Outstanding at August 13, 2004Common Stock - $0.001 par value
25,935,004





Transitional Small Business Disclosure Format (Check one): Yes [  ] No [ X ]





Page - 1




PART I  FINANCIAL INFORMATION





Item 1.  Financial Statements.








BULLION RIVER GOLD CORP.


(An Exploration Stage Company)





CONSOLIDATED FINANCIAL STATEMENTS





As at June 30, 2004 and December 31, 2003


and for the three and six month periods ended June 30, 2004 and 2003


and for the period June 29, 2001 (date of inception) to June 30, 2004











UNAUDITED








CONSOLIDATED BALANCE SHEETS





CONSOLIDATED STATEMENTS OF OPERATIONS





CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT AND COMPREHENSIVE INCOME





CONSOLIDATED STATEMENTS OF CASH FLOWS





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS








Page - 2





BULLION RIVER GOLD CORP.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
As At June 30, 2004 and December 31, 2003
UNAUDITED
June 30,


December 31,2004


2003ASSETSCurrent AssetsCash

$
45,204

$
152,926Prepaids


62,335


83107,539


153,009Fixed assets, net of $3,182 accumulated depreciation


40,159


-TOTAL ASSETS

$
147,698

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

$
103,290

$
8,144Advance payable


-


15,428Note payable on demand


200,000


200,000Convertible note payable


70,000


-TOTAL LIABILITIES


373,290


223,572Commitments and ContingenciesSTOCKHOLDERS' DEFICITShare CapitalAuthorized200,000,000 common shares, $0.001 par valueIssued and outstanding26,090,000 and 10,000,000 common shares


26,090


10,000Additional paid in capital


1,152,560


65,000Deficit accumulated during the exploration stage


(1,403,476
)

(145,563
)Foreign currency translation adjustment


(766
)

-TOTAL STOCKHOLDERS' DEFICIT


(225,592
)

(70,563
)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$
147,698

$
153,009


The accompanying notes are an integral part of these financial statements





Page - 3




BULLION RIVER GOLD CORP.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
Three Months Ended


Six Months Ended


From Inception,June 30,


June 30,


June 29, 2001 to2004


2003


2004


2003


June 30, 2004Revenue

$
-

$
-

$
-

$
-

$
-OPERATING EXPENSESAdministrative


45,299


-


90,640


-


115,640Consulting


56,836


-


130,675


34,480


188,650Depreciation


2,857


-


3,182


-


3,182Exploration


218,524


-


703,636


-


703,636Filing Fees


16,075


560


18,483


1,815


21,057Insurance


6,224


-


6,224


-


6,224Interest and Bank Charges


1,182


92


2,501


332


3,280Investor Relations and Promotion


57,043


-


91,706


-


91,706Office


15,379


20


24,713


54


27,160Organizational Costs


-


-


-


-


1,000Professional


35,036


5,638


106,594


8,774


166,088Rent


6,456


-


8,256


-


8,256Salaries and Wages


17,371


-


32,371


-


44,871Travel


16,191


-


32,093


-


34,767Extinguishment of Debt


-


-


-


-


(18,880
)Total Operating Expenses


494,473


6,310


1,251,074


45,455


1,396,637Interest Expense


(6,001
)

-


(6,839
)

-


(6,839
)NET LOSS FOR THE PERIOD

$
(500,474
)
$
(6,310
)
$
(1,257,913
)
$
(45,455
)
$
(1,403,476
)
BASIC AND DILUTEDLOSS PER SHARE

$
(0.02
)
$
(0.01
)
$
(0.05
)
$
(0.01
)WEIGHTED AVERAGESHARES OUTSTANDING


26,069,563


25,000,003


25,450,195


23,510,569


The accompanying notes are an integral part of these financial statements











Page - 4




BULLION RIVER GOLD CORP.
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT AND COMPREHENSIVE INCOME
 For the periods ended June 30, 2004 and 2003 and from June 29, 2001 (Inception) to June 30, 2004
 UNAUDITED
  DeficitAccumulated


AccumulatedCommon Stock Issued


Additional


During the


OtherNumber of





Paid in


Development


ComprehensiveShares


Amount


Capital


Stage


Income


TotalBalance, June 29, 2001


-

$
-

$
-

$
-

$
-

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


1,000,000


1,000


-


-


-


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


1,400,000


1,400


12,600


-


-


14,000Net loss, for the six month periodended, December 31, 2001


-


-


-


(1,000
)

-


(1,000
)Balance, December 31, 2001


2,400,000


2,400


12,600


(1,000
)

-


14,000Net loss, for the six month periodended, June 30, 2002


-


-


-


(7,336
)

-


(7,336
)Balance, June 30, 2002


2,400,000


2,400


12,600


(8,336
)

-


6,664Issuance of common shares for cash,November 26 to December 16, 2002


208,500


208


20,642


-


-


20,850Net loss, for the six month period ended,December 31, 2002


-


-


-


(36,011
)

-


(36,011
)Balance, December 31, 2002


2,608,500


2,608


33,242


(44,348
)

-


(8,498
)Issuance of common sharesfor cash, January 7, 2003


95,000


95


9,405


-


-


9,500Issuance of common sharesfor cash, January 9, 2003


80,000


80


7,920


-


-


8,000Issuance of common sharesfor cash, February 7, 2003


110,000


110


10,890


-


-


11,000Issuance of common sharesfor cash, February 18, 2003


106,500


107


10,543


-


-


10,650Net loss, for the six month period


-


-


-


(45,455
)

-


(45,455
)ended, June 30, 2003Balance, June 30, 2003


3,000,000


3,000


72,000


(89,803
)

-


(14,803
)Commons shares cancelled,December 2, 2003


(2,000,000
)

(2,000
)

2,000


-


-


-Issuance of nine for one commonstock dividend, December 9, 2003


9,000,000


9,000


(9,000
)

-


-


-Net loss, for the six month period ended,December 31, 2003


-


-


-


(55,760
)

-


(55,760
)Balance, December 31, 2003


10,000,000


10,000


65,000


(145,563
)

-


(70,563
)Issuance of one and one half for one commonstock dividend, January 13, 2004


15,000,000


15,000


(15,000
)

-


-


-Issuance of common shares forfinders fee, March 18, 2004


25,000


25


28,725


-


-


28,750Issuance of common shares forconsulting fees, March 18, 2004


30,000


30


34,470


-


-


34,500Issuance of common shares for propertyoption payment on March 18, 2004


30,000


30


34,470


-


-


34,500Issuance of common shares for cash,treasury issue 144, April 15, 2004


100,000


100


99,900


-


-


100,000Issuance of common shares for cash,treasury issue 144, April 15, 2004


750,000


750


749,250


-


-


750,000Issuance of common shares for cash,Reg S, April 30, 2004


125,000


125


124,875


-


-


125,000Issuance of common shares forconsulting fees, June 1, 2004


30,000


30


30,870


-


-


30,900Net loss, for the six month period ended,June 30, 2004


-


-


-


(1,257,913
)

-


(1,257,913
)Foreign currency translation adjustments


-


-


-





(766
)

(766
)Balance, June 30, 2004


26,090,000

$
26,090

$
1,152,560

$
(1,403,476
)
$
(766
)
$
(225,592
)


The accompanying notes are an integral part of these financial statements





Page - 5


BULLION RIVER GOLD CORP.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
From Inception,Six Months Ended June 30,

June 29, 2001 to2004


2003


June 30, 2004CASH FLOWS FROM OPERATING ACTIVITIESNet loss for the period

$
(1,257,913
)
$
(45,455
)
$
(1,403,476
)Adjustment to reconcile net loss to net cash usedin operating activities:Depreciation


3,182


-


3,182Gain on extinguishment of debt


-


-


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


(62,252
)

-


(62,335
)Increase (Decrease) in accounts payable and accruals


95,146


(7,286
)

103,290NET CASH USED IN OPERATING ACTIVITIES


(1,221,837
)

(52,741
)

(1,378,219
)CASH FLOWS FROM FINANCING ACTIVITIESLoans from related parties


-


12,578


-Common stock sold


1,103,650


39,151


1,178,650Advance payable


(15,428
)

-


18,880Note payable


70,000


-


270,000NET CASH PROVIDED BY FINANCING ACTIVITIES


1,158,222


51,729


1,467,530NET CASH USED IN INVESTING ACTIVITIESPurchase of fixed assets


(43,341
)

-


(43,341
)Effect of exchange rate changes on cash


(766
)

-


(766
)INCREASE (DECREASE) IN CASH


(107,722
)

(1,012
)

45,204CASH, BEGINNING OF PERIOD


152,926


1,553CASH, END OF PERIOD

$
45,204

$
541Supplemental information:Non-cash investing and financing activities:Interest paid

$
6,839

$
-Issuance of shares:For finders fees

$
28,750

$
-For consulting services

$
65,400

$
-For exploration - option payment

$
34,500

$
-





The accompanying notes are an integral part of these financial statements





Page - 6




BULLION RIVER GOLD CORP.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


UNAUDITED


June 30, 2004





NOTE 1  NATURE OF OPERATIONS AND BASIS OF PRESENTATION





NATURE OF OPERATIONS





The Bullion River Gold Corp. (the "Company") was incorporated on June 29, 2001, under the laws of the State of Nevada, as Dynasty International Corporation. On December 9, 2003, the Company changed its name to Bullion River Gold Corp. The Company's principal executive offices are in Reno, Nevada.





On December 9, 2003, the Company acquired all of the issued and outstanding shares of each of the following corporations: Antone Canyon Mining Corp., Cimarron Mining Corp., Corcoran Canyon Mining Corp., North Fork Mining Corp. and Thomas Creek Mining Corp. All five of these subsidiaries were incorporated in the State of Nevada on December 9, 2003.





BASIS OF PRESENTATION





The unaudited consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month periods ended June 30, 2004 and 2003 are not necessarily indicative of the results that may be expected for any interim period or the entire year. For further information, these consolidated financial statements and the related notes should be read in conjunction with the Companys audited financial statements for the year ended December 31, 2003 included in the Companys annual report on Form 10-KSB.





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





A summary of the Companys significant accounting policies is included in the Companys 2003 Annual Report. Additional significant accounting policies which affect the Company or which have been developed since December 31, 2003 are summarized below:





EXPLORATION STAGE ACTIVITIES





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





PRINCIPLES OF CONSOLIDATION





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





Page - 7





BULLION RIVER GOLD CORP.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


UNAUDITED





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued





FIXED ASSETS





Office furniture and computer software are stated at cost. Depreciation is computed over the estimated useful life of the depreciable assets using the straight-line method. The useful life for the fixed assets is estimated as follows with no salvage value:






Furniture
5 yearsEquipment
2 and 4 yearsComputer Hardware
3 yearsComputer Software
2 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 foreign currency translation items associated with the Companys accounts payable.





MINERAL PROPERTY OPTION PAYMENTS AND EXPLORATION COSTS





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





RECLAMATION AND ABANDONMENT COSTS





The Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 143 ("SFAS 143"), "Accounting for Asset Retirement Obligations" which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement establishes a uniform methodology for accounting for estimated reclamation and abandonment costs whereby reclamation and closure costs including site rehabilitation will be recorded at the estimated present value of reclamation liabilities and will increase the carrying amount of the related asset. These reclamation costs will be allocated to expense over the life of the related assets and will be adjusted for changes resulting from the passage of time and revisions to either the timing or the amount of the original present value estimate. The Company's adoption of SFAS No. 143 did not have a material impact on its operations or financial position.




Page - 8





BULLION RIVER GOLD CORP.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


UNAUDITED





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued







RECENT ACCOUNTING PRONOUNCEMENTS





The Emerging Issues Task Force (EITF) formed a committee to evaluate certain mining industry accounting issues, including issues arising from the application of Statement of Financial Accounting Standards No. 141, Business Combinations (SFAS No. 141) and SFAS No. 142, Goodwill and Other Intangible Assets (SFAS No. 142) to business combinations within the mining industry, accounting for goodwill and other intangibles and capitalization of costs after the commencement of production, including deferred stripping. The issues to be discussed also include whether mineral interests conveyed by options or leases represent tangible or intangible assets and the amortization of such assets. The Company believes that its accounting for its mineral interests conveyed by options is in accordance with generally accepted accounting principles. However, the Company cannot predict whether the deliberations of the EITF will ultimately modify or otherwise result in new accounting standards or interpretations thereof that differ from the Companys current practices.





New Accounting Pronouncements





In December 2003, the Financial Accounting Standards Board (FASB) issued a revised Interpretation No. 46 (FIN 46R), Consolidation of Variable Interest Entities. Fin 46R addresses consolidation by business enterprises of variable interest entities and significantly changes the consolidation application of consolidation polices to variable interest entities and, thus improves comparability between enterprises engaged in similar activities when those activities are conduced through variable interest entities. As of June 30, 2004, the Company is not a party to any variable interest entity. The Company does not expect that adoption of FIN No. 46 or FIN 46R will have a material effect on its financial position or results of operations.





NOTE 3 - NOTES PAYABLE


At June 30, 2004 and December 31, 2003, the Company had a note payable in the amount of $200,000. The note is dated December 19, 2003, was interest free for 90 days, bears interest at 1% per month after 90 days, is payable on demand and is unsecured. At June 30, 2004 and December 31, 2003, $6,839 and $Nil interest had been accrued.





At June 30, 2004 the Company had a note payable in the amount of $70,000. The note is dated June 24, 2004, is interest free for 90 days, bears interest at 1% per month after 90 days, is unsecured and at the option of the lender is convertible into common stock of the Company at $0.75 per share.





NOTE 4 - COMMON STOCK





On August 8, 2001, the Company sold 1,000,000 shares of its common stock at $0.001 per share for $1,000.





On December 6, 2001, the Company sold 1,400,000 shares of its common stock at $0.01 per share for $14,000.





Page - 9





BULLION RIVER GOLD CORP.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


UNAUDITED





NOTE 4 - COMMON STOCK, continued







Between November 26 and December 16, 2002, the Company sold 208,500 shares of its common stock at $0.10 per share for $20,850.





Between January 7 and February 18, 2003, the Company sold 391,500 shares of its common stock at $0.10 per share for $39,150.





On December 2, 2003, the Company cancelled 2,000,000 common shares.





On December 9, 2003, the Companys directors approved a nine share for every one share, stock dividend.





On December 9, 2003, the Company's directors approved an increase in its authorized share capital from 10,000,000 to 200,000,000 common shares with par value of $0.001 per share.





On January 13, 2004, the Companys directors declared a one and one half share for every one share, stock dividend.





On February 6, 2004, the Company approved an offering for two million units at a price of $1.00 per unit to qualified subscribers. Each unit consists of one restricted common share and one restricted share purchase warrant. Each restricted warrant enables the qualified subscriber to purchase one additional restricted common share at a price of $1.50 for a period of two years.





On March 18, 2004, the Company issued 30,000 restricted common shares to their Vice-President, Exploration as part of its commitment under the Consulting Agreement. Upon issuance of these shares the Company recorded a consulting expense of $34,500 or $1.15 per share, which was the market value of the shares on the date of issuance. (Note 7)





On March 18, 2004, the Company issued 30,000 restricted common shares as part of its commitment under the Thomas Creek Option Agreement. Upon issuance of these shares the Company recorded exploration expense of $34,500 or $1.15 per share, which was the market value of the shares on the date of issuance. (Note 5)





On March 18, 2004, the Company issued 25,000 restricted common shares to their Vice-President, Exploration as a finders fee for locating the Painted Hills property. Upon issuance of these shares the Company recorded a consulting expense of $28,750 or $1.15 per share, which was the market value of the shares on the date of issuance. (Note 5)





On April 15, 2004, the Company issued 850,000 units at a $1.00 per unit under Reg S for $850,000 cash as part of the February 6, 2004 offering for two million units.





On April 30, 2004, the Company issued 125,000 units at a $1.00 per unit under Reg S for $125,000 cash as part of the February 6, 2004 two million unit offering.





Page - 10





BULLION RIVER GOLD CORP.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


UNAUDITED





NOTE 4 - COMMON STOCK, continued







On June 1, 2004, the Company issued 30,000 common shares to their Vice-President of Engineering as part of its commitment under the Consulting Agreement. Upon issuance of these shares the Company recorded a consulting expense of $30,900 or $1.03 per share, which was the market value of the shares on the date of issuance. (Note 7)





NOTE 5  MINERAL PROPERTY OPTIONS





Antone Canyon Mining Corp.





On January 9, 2004, Bullion's wholly owned subsidiary Antone Canyon Mining Corp. ("Antone") was assigned an option to acquire a 100% undivided interest in 60 unpatented mineral claims located in Nye County in the State of Nevada. The option was assigned from a company controlled by the president of Bullion for an assignment fee of $146,142.





At January 9, 2004, all required payments under the option agreement, dated December 12, 2002, had been made and the owner of the mineral claims consented to the assignment of the option agreement to Antone. The required payments were; $20,000 in options payments on each of December 12, 2002 and 2003 and expenditures on the property in excess of $90,000.


The option agreement is for a term of ten years and expires on December 11, 2012. In order to maintain the option in good standing Antone is required to pay the owner annual payments of $40,000 on or before December 12, commencing December 12, 2004, until the option expires or until Antone exercises the option in accordance with one of the following three exercise options, which are; payment to the owner of (1) $4,000,000, (2) $400,000 plus a 3% net smelter royalty (NSR) return granted to the owner, or (3) $2,500,000 plus a 1% NSR granted to the owner.





At June 30, 2004, the Company had spent $20,577 on exploration on the Antone property.





Corcoran Canyon Mining Corp.





On February 18, 2004, Bullion's wholly owned subsidiary Corcoran Canyon Mining Corp. ("Corcoran") was assigned an option to acquire a 100% undivided interest in 41 unpatented mineral claims located in Nye County in the State of Nevada. The option was assigned from a company controlled by the president of Bullion for an assignment fee of $43,596. In addition, a company controlled by the president of Bullion has agreed to transfer all of its right, title and interest in 89 contiguous, recently staked, unpatented mineral claims to Corcoran.





Page - 11





BULLION RIVER GOLD CORP.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


UNAUDITED





NOTE 5  MINERAL PROPERTY OPTIONS, continued







Corcoran Canyon Mining Corp., continued





At February 16, 2004, the owner of the mineral claims consented to the assignment of the option agreement to Corcoran and all required payments under the original option agreement, dated February 28, 2003, had been made, except for a shortfall of approximately $45,000 required to be spent on exploration and development on the property. The required payments under the option agreement were; $2,000 paid to the owner on execution of the agreement, reimbursement of claim and lease maintenance fees to the owner of $4,454 and expenditures on the property in excess of $50,000.





The original option agreement is for a term of three years and expires on February 28, 2006. In order to maintain the option in good standing Corcoran is required to spend; a minimum of $50,000 on exploration and development on or before each of February 28, 2005 and 2006, Corcoran must pay all annual claim and lease maintenance fees as required to keep the property in good standing and Corcoran must have a comprehensive general commercial liability insurance policy in place having limits of not less than $1 million per occurrence.





The option agreement allows Corcoran to perform limited testing on the property. Corcoran cannot commence mining activities on the property until the option has been exercised. Corcoran can exercise the option and acquire a 100% interest in the property by; paying $200,000 to the owner on the third anniversary of the option agreement and granting the owner a 2% NSR on the mineral claims. Corcoran can repurchase half of the 2% NSR by paying $1 million to the owner at any time after the granting of the 2% NSR.





At June 30, 2004, the Company had spent $35,274 on exploration on the Corcoran property. At June 30, 2004, the Company had not complied with the following terms of the option agreement:





(a) to pay all claim and lease maintenence fees 90 days prior to their August 31, 2004 due date and


(b) to spend $45,000 on exploration by February 28, 2003








Cimarron Mining Corp.





On February 19, 2004, Bullion's wholly owned subsidiary Cimarron Mining Corp. ("Cimarron") was assigned an option to acquire a 100% undivided interest in 24 unpatented mineral claims located in Nye County in the State of Nevada. The option was assigned from a company controlled by the president of Bullion for an assignment fee of $13,468.





Page - 12





BULLION RIVER GOLD CORP.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


UNAUDITED





NOTE 5  MINERAL PROPERTY OPTIONS, continued





Cimarron Mining Corp., continued





At February 16, 2004, all required payments under the original option agreement, dated August 22, 2003, had been made and the owner of the mineral claims consented to the assignment of the option agreement to Cimarron. The required payments were; $2,000 on execution of the agreement and reimbursement of claim and lease maintenance fees to the owner of $3,259.





The original option agreement is for a term of three years and expires on August 22, 2006. In order to maintain the option in good standing Cimarron is required to; spend a minimum of $50,000 on exploration and development annually on or before each of August 22, 2004, 2005 and 2006, Cimarron must pay all annual claim and lease maintenance fees as required to keep the property in good standing and Cimarron must have a comprehensive general commercial liability insurance policy in place having limits of not less than $1 million per occurrence.





The option agreement allows Cimarron to perform limited testing on the property, Cimarron cannot commence mining activities on the property until the option has been exercised. Cimarron can exercise the option and acquire a 100% interest in the property by; paying $200,000 to the owner on the third anniversary of the option agreement and granting the owner a 1% NSR on the mineral


claims. Cimarron can repurchase half of the 1% NSR by paying $500,000 to the owner at any time after the granting of the 1% NSR.





As part of the purchase price the owner has assigned his option on 6 additional claims located in Nye County in the State of Nevada to Cimarron. This additional option expired on June 1, 2004.





At June 30, 2004, the Company had spent $13,073 on exploration on the Cimarron property. At June 30, 2004, the Company had not paid of all claim and lease maintenance fees due 90 days prior to their August 31, 2004 due date, as required under the option agreement.





Thomas Creek Mining Corp.





On February 20, 2004, Bullion's wholly owned subsidiary Thomas Creek Mining Corp. ("Thomas Creek") was assigned an option to acquire a 100% undivided right, title and interest in 76 unpatented mineral claims located in Eureka County in the State of Nevada. The option was assigned from a company controlled by the president of Bullion for an assignment fee of $53,740.





On February 12, 2004 the owner of the mineral claims consented to the assignment of the option agreement to Thomas Creek. On February 20, 2004, all required payments under the original option agreement, dated December 20, 2002, have been made. The required payments were; $15,000 and issuance of 20,000 common shares on execution of the agreement and $17,500 and issuance of 30,000 common shares of Bullion on upon completion of the assignment of the option agreement. (Note 4)





Page - 13





BULLION RIVER GOLD CORP.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


UNAUDITED





NOTE 5  MINERAL PROPERTY OPTIONS, continued


---

Thomas Creek Mining Corp., continued





The option agreement has a term of ten years and expires on December 20, 2012. In order to maintain the option in good standing Thomas Creek is required to pay the owner; $20,000 on December 20, 2004, $25,000 on December 20, 2005, $30,000 on December 20, 2006 and $30,000 in each subsequent year until the option is exercised or expires, issue 30,000 common shares of the Company each year from December 20, 2004 until the option is exercised or expires and pay all annual claim and lease maintenance fees required to keep the property in good standing.





Thomas Creek can exercise the option and acquire a 100% interest in the property in accordance with one of the following two exercise options which are; (1) granting a 3% NSR to the owner with an option to reduce this 3% NSR to a 1% NSR by paying $1.3 million for each 1% NSR repurchased (2) granting the owner a 2.5% NSR with an option to reduce this 2.5% NSR to a 1% NSR by paying $3.25 million.





At June 30, 2004, the Company had spent $179,378 on exploration on the Thomas Creek property. At June 30, 2004, the Company had not paid of all claim and lease maintenance fees due 60 days prior to their August 31, 2004 due date, as required under the option agreement.








North Fork Mining Corp.





On February 23, 2004, Bullion's wholly owned subsidiary North Fork Mining Corp. ("North Fork") was assigned three options to acquire a 100% undivided right title and interest in an aggregate 42 unpatented mineral claims located in Sierra County in the State of California. The option was assigned from a company controlled by the president of Bullion for an assignment fee of $129,115. As additional consideration for the assignment of the option agreements, North Fork granted to a company controlled by the president, a net smelter royalty of 1.5% on the 42 unpatented mineral claims.





On February 18, 2004, all required payments under the original option agreements dated July 1, 2002, July 3, 2002 and March 3, 2003 had been made and the owners of the mineral claims consented to the assignment of the option agreements to North Fork. The required payments under the July 1 and July 3, 2002 option agreements were; $10,000 per agreement on the  original signing dates of July 1 and 3, 2002 and $150 per month for each agreement for the year ending July 3, 2003 and $250  per month for each agreement for the period ended February 23, 2004. The March 3, 2003 agreement required $10,000 to be paid upon signing of a final agreement.





Page - 14





BULLION RIVER GOLD CORP.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


UNAUDITED





NOTE 5  MINERAL PROPERTY OPTIONS, continued


---

North Fork Mining Corp., Continued





The original option agreements dated July 1 and 3, 2002, are for terms of 5 years. To keep these option agreements in good standing North Fork is required to make minimum royalty payments, per agreement, of $250 per month until July 3, 2004, $500 per month until July 3, 2005, $1,000 per month until July 3, 2006, the greater of $5,000 per month or a 5% NSR until July 3, 2007. North Fork is also required to make all maintenance and lease payments to keep the mineral claims in good standing during the term of the option agreements. At the end of the five year term, after all of the royalty payments have been made, North Fork will have acquired a 100% undivided right, title and interest in 35 unpatented mineral claims subject to a 5% net smelter royalty payable, until a maximum of $750,000 in royalty payments have been made under each agreement.





The March 3, 2003 option agreement for 7 unpatented claims has no term. North Fork can acquire an undivided 100% interest in these claims by paying $10,000 once North Fork has successfully completed its stage 1 drilling and exploration program and deciding to continue with exploration and by paying the owner $70,000 upon North Fork has successfully completed its stage 2 drilling and exploration program and deciding to continue with exploration.





At June 30, 2004, the Company had spent $84,970 on exploration on the North Fork property.





Painted Hills Claims





Bullion River has a 100% interest in 41 unpatented mineral claims in the Painted Hills district in Humboldt County, Nevada. (Note 4)





At June 30, 2004, the Company had spent $11,764 on exploration on the Painted Hills claims.





Washington Niagara Mining Property





On June 23, 2004, the Company entered into a letter agreement whereby they propose to acquire a 100% interest in the Washington Niagara Mining Partnership (the partnership) by acquiring all of the outstanding partnership units for an aggregate purchase price of $1,500,000. The property is located in Shasta County in California and consists of the Washington Niagara Mine and is comprised of the surrounding 27 unpatented mineral claims and 482 acres of patented mineral claims. The Company has paid a non-refundable deposit of $10,000. This deposit allows the Company to perform due diligence and a comprehensive feasibility audit on the property until September 31, 2004 and gives the Company the exclusive right to enter into a formal agreement to acquire the Partnership Units. Once the Company enters into a formal agreement they will be required to pay; $15,000 upon signing the agreement, $50,000 on or before June 25, 2005, $50,000 on or before August 31, 2005 and $50,000 bi-monthly payments commencing October 31, 2005, until the purchase price is paid in full. If Bullion starts production the bi-monthly payments will increase to $175,000 and will be paid until the purchase price is paid in full.





Page - 15





BULLION RIVER GOLD CORP.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


UNAUDITED





NOTE 5  MINERAL PROPERTY OPTIONS, continued


---

Washington Niagara Mining Property, Continued





At June 30, 2004, the Company had spent $1,308 on due diligence and a comprehensive feasibility audit.





Wenban Spring Property





During June 2004, Bullion River acquired a 100% interest in the Wenban property by staking claims covering approximately 7.25 square miles in the Cortex Hills region of Nevada. The Company is in the process of registering these claims.





At June 30, 2004, the Company had spent $249 on the Wenban Spring property.





NOTE 6  COMMITMENTS





Mineral Property Option Payments





The Company is committed to making the following mineral property work commitments or option payments under assumption of the option agreements:





Property
2004
2005
2006
2007
2008
2009
2010
2011Antone Canyon
$40,000
$40,000
$40,000
$40,000
$40,000
$40,000
$40,000
$40,000Corcoran Canyon
-
$95,000
$50,000
-
-
-
-
-Cimarron
$50,000
$50,000
$50,000
-
-
-
-
-Thomas Creek
$20,000 & 30,000 shares
$25,000 & 30,000 shares
$30,000 & 30,000 shares
$30,000 & 30,000 shares
$30,000 & 30,000 shares
$30,000 & 30,000 shares
$30,000 & 30,000 shares
$30,000 & 30,000 sharesNorth Fork
$6,000
$18,000
$72,000
$60,000
-
-
-
-





Lease Commitment





On January 9, 2004, the Company entered into an office premises lease agreement for a one-year term commencing February 15, 2004. Payments under this agreement are $1,800 per month.





Page - 16





BULLION RIVER GOLD CORP.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


UNAUDITED





NOTE 6  COMMITMENTS, continued





Consulting Commitment





On March 1, 2004, the Company entered into a business consultant agreement whereby the Company has agreed to pay $5,000 per month for business consulting services until March 1, 2005.





NOTE 7  RELATED PARTY TRANSACTIONS





During the six month period ended June 30, 2004, the Company paid $15,000 in wages and $25,255 in consulting fees and reimbursed $3,500 in moving costs to the President of the Company. During the year ended December 31, 2003, the Company paid $12,500 in salary to the President of the Company.





During the six month period ended June 30, 2004, the Company paid $18,750 and $2,500 in consulting fees to companies sharing a common director with the Company. At December 31, 2003, no consulting fees were paid to companies sharing a common director with the Company.





During the six month period ended June 30, 2004 the Company paid $101,901 in consulting fees and reimbursed $5,203 in moving costs, which includes the issuance of 30,000 common shares for consulting fees and 25,000 common shares as a finders fee for staking the Painted Hills Claims, to the Vice-President, Exploration. (Notes 4 and 5). During the year ended December 31, 2003, the Company paid or had payable $6,000 in consulting fees, to the Vice-President, Exploration.





During the six month period ended June 30, 2004 the Company paid $64,399 in consulting fees, which includes the issuance of 30,000 common shares, to the Vice-President of Engineering. (Note 4).





NOTE 8  SUBSEQUENT EVENTS


---



On July 15, 2004, the Company issued 50,000 units at a $1.00 per unit under Reg S for $50,000 cash as part of the February 6, 2004 two million unit offering.








On July 2, 2004, Thomas Creek Mining Corp.s option to acquire 28 unpatented mining claims in Eureka County in Nevada was terminated.





Page - 17





Item 2. Managements Discussion and Analysis or Plan of Operation.





THE FOLLOWING IS A DISCUSSION AND ANALYSIS THAT MANAGEMENT BELIEVES IS RELEVANT TO AN ASSESSMENT AND UNDERSTANDING OF THE CONSOLIDATED RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF BULLION RIVER GOLD CORP. AND ITS SUBSIDIARIES (C0LLECTIVELY, BULLION OR THE COMPANY) FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2004 AND 2003. THE FOLLOWING SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES APPEARING ELSEWHERE HEREIN AND MANAGEMENTS DISCUSSION AND ANALYSIS INCLUDED IN BULLIONS ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2003.








OVERVIEW





On December 9, 2003, Dynasty changed its name to Bullion to better reflect the Companys change in the business direction to gold and silver exploration. The Company is now an exploration stage company with no revenue, no operations and few assets.





On December 9, 2003, the Company acquired all of the issued and outstanding shares of each of the following corporations: Antone Canyon Mining Corp., Cimarron Mining Corp., Corcoran Canyon Mining Corp., North Fork Mining Corp. and Thomas Creek Mining Corp. All five of these subsidiaries were incorporated in the State of Nevada on December 9, 2003.





Results of Operations





Revenue





We anticipate that significant revenues will not be achieved until we locate viable mineral properties from which we are able to extract gold or silver. There is no guaranty that we will locate viable gold or silver reserves and if such minerals are discovered that we will enter into commercial production or that if we do locate viable mineralization that we will be able to secure the financing necessary to proceed with extraction of these minerals.





Expenses





Our expenses increased by $494,164 or 7931% from $6,310 for the three months ended June 30, 2003 to $500,474 for the three months ended June 30, 2004. The increase was primarily due to an increase of $45,299 in administrative fees, $56,836 in consulting fees, $2,857 in depreciation, $218,524 in exploration, $15,515 in filing fees, $6,224 in insurance, $1,090 in bank charges, $57,043 in investor relations and promotion, $15,359 in office, $29,398 in professional fees, $6,456 in rent, $17,371 in salaries and wages, $16,191 in travel and $6,001 in interest expense. The increases were due to a change in management, a change in business direction and commencing our exploration program.





Our expenses increased by $1,212,458 or 2667% from $45,455 for the six months ended June 30, 2003 to $1,257,913 for the six months ended June 30, 2004. The increase was primarily due to an increase of $90,640 in administrative fees, $96,195 in consulting fees, $3,182 in depreciation, $703,636 in exploration, $16,668 in filing fees, $ 6,224 in insurance, $2,169 in bank charges, $91,706 in investor relations and promotion, $24,659 in office, $97,820 in professional fees, $8,256 in rent, $32,371 in salaries and wages $32,093 in travel and $6,839 in interest expense. The increases were due to a change in management, change in business direction and commencing our exploration program.





Page - 18




LIQUIDITY AND FINANCIAL CONDITION





Cash and Working Capital





We had cash of $45,204 and a working capital deficit of $265,751 at June 30, 2004. During the six month period ended June 30, 2004, we used $1,221,837 in cash for operating activities, primarily for an operating loss of $1,257,913, an increase in prepaid expenses of $62,252 offset by an increase in accounts payable of $95,146 and depreciation of $3,182. Cash used in operations of $1,221,837 was financed by the sale of common stock of $1,103,650 and a note payable of $70,000 offset by a decrease in advances payable of $15,428 and a $43,341 purchase of fixed assets. A decrease in working capital of $195,188 was due to a decrease in current assets of $45,470 and an increase in current liabilities of $149,718. We have accumulated a deficit of $1,403,476 since inception and have a stockholders deficit of $225,952. At June 30, 2004 we had no contingencies or long-term commitments except for our commitments under the option agreements.








Critical Accounting Policies





Mineral Properties





Bullion River confines its exploration activities to areas from which gold and silver have been previously produced or to properties that are contiguous to such areas and have demonstrated mineralization. Bullion River will expense the costs of acquiring options on the mineral claims and exploration costs until established economically recoverable reserves are found; after which, costs to develop the mineral claims will be treated as an asset. At this time it is unknown when established economically recoverable reserves will be found. Properties that do not have economically recoverable reserves will be abandoned.





Reclamation and Abandonment Costs





Adoption of SFAS 143 Accounting for Asset Retirement Obligations which addresses financial accounting and reporting for obligations associated with the reclamation and abandonment costs are not expected to have an impact on Bullion Rivers financial statements while they are in the exploration stage. Once the Company commences operations the policy requires that reclamation and closure costs including site rehabilitation costs be recorded at the estimated present value of reclamation liabilities and recorded as an asset. These reclamation costs will be allocated to expense over the life of the related options and will be adjusted for changes resulting from the passage of time and revisions to either the timing or the amount of the original present value estimate.





Government Regulations





The State of Nevada adopted the Mined Land Reclamation Act (the Nevada Act) in 1989 that established design, operation, monitoring and closure requirements for all mining facilities. The Nevada Act has increased the cost of designing, operating, monitoring and closing new mining facilities and could affect the cost of operating, monitoring and closing existing mining facilities. The State of Nevada has also adopted reclamation regulations pursuant to which reclamation plans have been prepared and financial assurances established for existing facilities. New facilities are also required to provide a reclamation plan and financial assurance to ensure that the reclamation plan is implemented upon completion of operations. The Nevada Act also requires reclamation plans and permits for exploration projects that will result in more than five acres of surface disturbance. The State of California has similar regulations.





Contractual Obligations





Bullions contractual obligations at June 30, 2004 are summarized as follows:





Contractual Obligations
Total
Less than 1 Year
1  3 Years
3  5 Years
More than 5 YearsOption payments
$ 771,000
$ 197,000
$ 374,000
$ 80,000
$ 120,000Notes payable
$ 270,000
$ 270,000
-
-
-Marketing Commitment
$ 9,136
$ 9,136
-
-
-Consulting fees
$ 40,000
$ 30,000
$ 10,000
-
-Lease Commitments
$ 14,730
$ 11,130
$ 3,600
-
-





Page - 19




Internal and External Sources of Liquidity





Bullion River has funded its operations primarily from the issuance of common stock and  borrowings in the form of demand notes payable.





Plan of Operation





In conjunction with our change in business direction during the first quarter of 2004, we spent a total of $386,061 on acquiring options on five properties that we plan to explore for gold and silver. The optioned properties are the; Antone Canyon property, Corcoran Canyon property, Cimarron property, Thomas Creek property and the North Fork property. We paid for these options with cash, advances payable and a short-term note payable. We also acquired the Painted Hills property by staking it ourselves and issuing 25,000 restricted common shares to Jacob Margolis, the vice-president of exploration, as a finders fee for locating the property. During the second quarter we acquired the Wenban Spring Property by staking it ourselves and we are presently performing due diligence and completing a comprehensive feasibility audit on the Washington Niagara Mining property to determine if we want to acquire a 100% interest in Washington Niagara Mining partnership.





The following table sets the estimated costs, commencement date and length of Phase 1 of the proposed mineral exploration programs for each of the following properties:





Property
Estimated Cost
of
Phase 1
Estimated Commencement
Date
Estimated Length
of
ProgramAntone Canyon
$ 123,550
August 15, 2004
Six weeksCorcoran Canyon
133,500
September 15, 2004
Six weeksCimarron
64,200
November 1, 2004
Six weeksNorth Fork
794,000
September 1, 2004
Five monthsPainted Hills
58,700
November 15, 2004
Six weeksWashingtonand Niagara
50,000
June, 2004
Three monthsWenban Spring
66,000
November 1, 2004
Two weeksTOTAL
$ 1,289,950





Once we have completed each of the above Phase 1 exploration programs we plan to immediately conduct an analysis and evaluation of the drill results to determine the feasibility of commencing a Phase 2 drilling program on that property. This second Phase of our drilling program will target the property or properties that show the best drill results during Phase 1, we anticipate commencing our Phase 2 exploration program on between one and four properties. We expect this second Phase of our exploration program to cost between $1.3 and $3 million. We plan to commence and complete our Phase 2 exploration programs during 2004, however embarking on this second phase depends not only on the drilling results obtained during Phase 1, but on the general outlook for gold and silver prices.





On February 6, 2004, we approved a private placement for two million units at $1 per unit. During the six month period ended June 30, 2004, we received subscriptions for 975,000 units and cash of $975,000 from three subscribers. Subsequent to June 30, 2004 we completed private placement for 50,000 units and cash of $50,000 from one subscriber. These private placement funds have been or will be used to pay for our  operating costs. We anticipate continuing to rely on private loans, equity sales of common shares or joint ventures with other exploration  companies in order to continue to fund our operations. The issuance of  additional shares will result in dilution to existing shareholders of the Company.





We plan to continue with our exploration activities in regions containing gold or silver deposits primarily the Great Basin in the western United States and the Mother lode belt in California. We are seeking projects that contain or have the potential to contain high grades and large tonnage of gold or silver as well as projects that contain the potential for mineralization concealed under post-mineral cover. There is no assurance that we will locate any high grade and large tonnage or locate projects that contain the potential for mineralization concealed under post-mineral cover.





Page - 20




Unless we locate a commercially viable source for gold or silver and until such time as we achieve significant revenues from the sales of gold or silver we will continue to incur losses. The costs associated with bringing a commercially viable mine into operation are significantly more than our estimated Phase 1 and Phase 2 costs. We cannot guarantee that if, or when we locate a property we consider to be commercially viable that we will be able to obtain the required working capital to bring the mine into commercial production.





We are not currently conducting any research and development activities other than the development of our website. We do not anticipate conducting such activities in the near future except for the development of our mineral properties if or when we locate a commercially viable source of gold or silver. As we proceed with Phases 1 and 2 of our exploration program we will need to hire independent contractors as well as purchase or lease additional equipment.





Antone Canyon Mining Corp.





On January 9, 2004, the Companys wholly owned subsidiary Antone Canyon Mining Corp. (Antone) was assigned an option to acquire a 100% undivided right, title and interest in 60 unpatented mineral claims located in Nye County in the State of Nevada. The option was assigned from Golden Spike Mining, a Nevada corporation majority-owned by Peter M. Kuhn, who is also the president and a director of the Company, for $146,142. The owner of the mineral claims has consented in writing to the assignment.





The Antone Canyon option agreement is for a term of 10 years and expires on December 11, 2012. All required payments under the option agreement were made prior to the assignment of the option. The required payments were; $20,000 in option payments on each of December 12, 2002 and 2003 and expenditures on the property in excess of  $90,000. In order to maintain the option in good standing, Antone is required to pay the owner of the mineral claims annual payments of $40,000 on or before December 12, until the expiration of the option or until Antone exercises the option.





If or when we exercise the option, we will have to choose one of three payment options, which are; payment of $4,000,000 to the owner of the mineral claims, or payment of $400,000 plus a 3% net smelter royalty (NSR) to the owner of the mineral claims, or payment of $2,500,000 plus a 1% NSR to the owner of the mineral claims.





Antone Canyon Property





Plant and Equipment





We do not own a plant or any equipment and there is no equipment on the Antone Canyon Property.





We do not claim to have any ores or reserves whatsoever at this time on the Antone Canyon Property.





Geology and Mineralization





The Antone Canyon Property is within the regional north-trending mineralized belt, which includes the volcanic-hosted and sediment-hosted gold-silver deposits of Goldfield, Tonopah, Midway, Manhattan, Round Mountain, Gold Hill and Northumberland.





The local geology consists of Lower Paleozoic, variably-metamorphosed sedimentary rocks, including limestones, calcareous siltstones, argillites, phyllites, schists and quartzite, occupying a northeast-trending wedge between two large Cretaceous plutons. The Antone Canyon Property is located within the Barcelona Mining District, which is a zoned, polymetallic mineral system genetically related to the Cretaceous intrusive activity, which contains zones of high-grade gold-lead-zinc, gold-silver, silver, mercury-antimony veins as well as copper and molybdenum mineralization.





Page - 21


We do not claim to have any ores or reserves whatsoever at this time on the Antone Canyon Property.





Proposed Exploration Program





We plan to conduct exploration to determine what amount of minerals, if any, exist on the Antone Canyon Property and if any minerals that are found can be economically extracted and profitably processed. Our exploration program is designed to economically explore and evaluate the Antone Canyon Property.





Most of the mineralized area at the Antone Canyon Property has been tested to only 500 feet (150 meters) below surface. Deeper drilling is warranted to test for down-dip extensions to high-grade mineralization. Many previous holes were drilled parallel to mineralized structures. Further drill testing is needed to cross mineralization at an appropriate angle, allowing for an assessment of true widths and multiple parallel mineralized zones. Mineralization is open along strike within the core of the high-grade zone. Therefore, further drilling is needed to extend the mineralization along the strike.





Our action plan is to complete (1) an evaluation of structural controls to mineralization, (2) a phase-1 drilling program to test mineralization at deeper levels and along the strike, and (3) a district-scale surface evaluation to identify additional targets.





We are in the process of extending the former exploration permit on the Antone Canyon Property. Our proposed budget for Phase 1 of the proposed Antone Canyon Property mineral exploration program is as follows:





BLM fees and county recording fees (2004-2005)
$ 8,250Option payment
40,000Diamond drilling (2,500 feet of HQ-size core in 4 to 5 holes)
50,000Assaying and engineering
10,000Contingency @ 20 %
12,000Drill site reclamation
3,300Total Proposed Budget
$ 123,550





We plan to proceed with Phase 1 of our proposed mineral exploration program and expect it will take from August 15th to September 30, 2004, weather permitting. The decision to extend the proposed mineral exploration program on the Antone Canyon Property to Phase 2 will be contingent upon reasonable encouragement from the results of the proposed mineral exploration program. When we complete Phase 1 of the proposed mineral exploration program, and the results are positive, we will still have to undertake an extensive second Phase mineral exploration program that might consist of further soil sampling, geophysical surveys, trenching or drilling before we will be able to identify commercially-viable reserves. The costs of Phase 2 of the proposed mineral exploration program will be significantly more than the costs set forth above for Phase 1.





Status of Proposed Exploration Program





During the six month period ended June 30, 2004, we spent $9,900 on Phase 1 of our Antone Canyon mineral exploration project on evaluating existing data, which has been incorporated into a 3D model. The 3D model has been prepared to assist us in identifying the drill targets





Corcoran Canyon Mining Corp.





On February 18, 2004, Bullion Rivers wholly owned subsidiary Corcoran Canyon Mining Corp. (Corcoran Canyon) was assigned an option to acquire a 100% undivided interest in 41 unpatented mineral claims located in Nye County in the State of Nevada. The option was assigned from Golden Spike Mining, a Nevada corporation majority-owned by Peter M. Kuhn, who is also the president and a director of Corcoran Canyon, for $43,596. The owner of the mineral claims consented in writing to the assignment. In addition, Golden Spike Mining has agreed to transfer all of its right, title and interest in 89 contiguous, recently staked, unpatented mineral claims to Corcoran Canyon.





Page - 22




The original option agreement dated February 28, 2003, is for a term of 3 years and expires on February 28, 2006. All required payments under the original option agreement were made prior to the assignment of the option except for approximately $45,000 in exploration and development expenditures that were required to be spent on the property by February 28, 2004. The required payments under the option agreement were; $2,000 on execution of the option agreement, reimbursement of claim and lease maintenance fees to the owner of $4,354 and expenditures on the Corcoran Canyon Property of at least $50,000.





In order to maintain the option, we must pay all annual claim and lease maintenance fees as required to keep the Corcoran Canyon Property in good standing, incur exploration expenditures of at least $50,000 on or before each of February 28, 2005 and 2006, and to carry a comprehensive general commercial liability insurance policy having limits of not less than $1 million per occurrence.





We have approved a work program of approximately $133,500 to be completed by October 31, 2004. The owner is aware of this new work program and has verbally agreed to the time extension to allow Corcoran Canyon to meet its February 28, 2004, minimum exploration expenditures.





The option agreement limits us to performing limited testing on the Corcoran Canyon Property. We cannot commence mining activities on the property until the option has been exercised. We can exercise the option and acquire a 100% interest in the Corcoran Canyon Property by paying $200,000 to the owner on the third anniversary of the option agreement and granting the owner a 2% NSR on the mineral claims. We can repurchase 1% of the 2% NSR by paying $1 million to the owner at any time after the granting of the 2% NSR.





Corcoran Canyon Property





Plant and Equipment





We do not own a plant or any equipment and there is no equipment on the Corcoran  Canyon Property.





We do not claim to have any ores or reserves whatsoever at this time on the Corcoran Canyon Property.





Proposed Exploration Program





We are planning to conduct exploration to determine what amount of minerals, if any, exist on the Corcoran Canyon Property and if any minerals that are found can be economically extracted and profitably processed. Our exploration program is designed to economically explore and evaluate the Corcoran Canyon Property.





Our proposed exploration program consists of designing and completing a Phase 1 drilling program to test extensions of the known resource and the New Target.





The 3-dimensional analysis of the silver-gold resource has been completed. Preliminary work indicates potential for additional mineralization down dip and to the west, northwest, and possibly northeast of the resource, and these extensions include areas concealed by alluvium and post-mineral volcanics. Additional targets are expected to be developed through continued analysis of the volcanic stratigraphy, structure and district alteration and mineralization patterns.





We have received our exploration permits from the BLM and the U.S. Forest Service, for the Corcoran Canyon Property. Our proposed budget for Phase 1 of the proposed Corcoran Canyon Property mineral exploration program is as follows:





BLM fees and county recording fees (2004-2005)
$ 17,500Reverse Circulation drilling (6,000 feet of HQ-size core in 10 to 15 holes)
60,000Assaying and engineering
20,000Contingency @ 20 %
16,000Drill site preparation and reclamation
20,000Total Proposed Budget
$ 133,500







Page - 23




We plan to proceed with Phase 1 of our proposed mineral exploration program and expect it will take from September 15th to October 31, 2004. The decision to extend the proposed mineral exploration program on the Corcoran Canyon Property to Phase 2 will be contingent upon reasonable encouragement from the results of the proposed mineral exploration program. When we complete Phase 1 of the proposed mineral exploration program, and the results are positive, we will still have to undertake an extensive second Phase that might consist of further soil sampling, geophysical surveys, trenching or drilling before we will be able to identify commercially-viable reserves. The costs of Phase 2 of the proposed mineral exploration program will be significantly more than the costs set forth above for Phase 1.





Status of Proposed Exploration Program





We are currently preparing for Phase 1 of our proposed exploration program. During the six month period ended June 30, 2004, we spent $27,500 on Phase 1 of our Corcoran Canyon mineral exploration project. The owner of the option has verbally agreed to allow us to pay the BLM and the County fees prior to the due date of August 31 st instead of 60 days prior to the due date, as required under the option agreement.





Cimarron Mining Corp.





On February 19, 2004, Bullion Rivers wholly owned subsidiary Cimarron Mining Corp. (Cimarron) was assigned an option to acquire a 100% undivided interest in 30 unpatented mineral claims located in Nye County in the State of Nevada (the Cimarron Property). The option was assigned from Golden Spike Mining, a Nevada corporation majority-owned by Peter M. Kuhn, who is also the president and a director of Cimarron, for $13,468. The owner of the mineral claims consented in writing to the assignment.





The Cimarron option agreement, dated August 22, 2003, is for a term of 3 years and expires on August 22, 2006, with the exception of a prior option agreement, for six of the 30 mineral claims, that expires on June 1, 2004. All required payments under the original option agreement were made prior to the assignment of the option. The required payments under the option agreement were; $2,000 on execution of the agreement and reimbursement of claim and lease maintenance fees to the owner of $3,259.





In order to maintain the option, we must pay all annual claim and lease maintenance fees required to keep the Cimarron Property in good standing, incur exploration expenditures of at least $50,000 on or before each of August 22, 2004, 2005, and 2006, and carry comprehensive general commercial liability insurance policy having limits of not less than $1 million per occurrence.





The option agreement limits us to performing limited testing on the Cimarron Property. We cannot commence mining activities on the Cimarron Property until the option has been exercised. We can exercise the option and acquire a 100% interest in the Cimarron Property by paying $200,000 to the owner on the third anniversary of the option agreement and granting the owner a 1% NSR on the mineral claims. We can repurchase one half of the 1% NSR by paying $500,000 to the owner at any time after the granting of the 1% NSR.





Cimarron Property





Plant and Equipment





We do not own a plant or any equipment and there is no equipment on the Cimarron Property.





We do not claim to have any ores or reserves whatsoever at this time on the Cimarron Property.





Proposed Exploration Program





We must conduct exploration to determine what amount of minerals, if any, exist on the Cimarron Property and if any minerals that are found can be economically extracted and profitably processed. Our exploration program is designed to economically explore and  evaluate the Cimarron Property.





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We have completed our 3-dimensional analysis of mineralization in the main resource area the data collected has been evaluated and incorporated into a 3D model. This 3D model has been prepared to assist us in identifying the drill targets.





Analysis of the resource area and other parts of the district is underway, with preliminary results indicating that mineralization in the resource area is open along the strike and that additional high-grade structures have not been adequately tested. A drilling program will be outlined pending final results of the analysis.





We are applying for an exploration permit the BLM. Our proposed budget for Phase 1 of the Cimarron Propertys proposed mineral exploration program is as follows:





BLM fees and county recording fees (2004-2005)
$ 4,200Private land fees
2,000Reverse Circulation drilling (2,500 feet in 4 to 5 holes)
25,000Soil sampling and mapping
15,000Contingency @ 20 %
8,000Drill site reclamation
10,000Total Proposed Budget
$ 64,200





We plan to proceed with Phase 1 of our proposed mineral exploration program and expect it will take six weeks beginning in November 1, 2004. The decision to extend the proposed mineral exploration program on the Cimarron Property to Phase 2 will be contingent upon reasonable encouragement from the results of the proposed mineral exploration program. When we complete Phase 1 of the proposed mineral exploration program, and the results are positive, we will still have to undertake an extensive second Phase that might consist of further soil sampling, geophysical surveys, trenching or drilling before we will be able to identify commercially-viable reserves. The costs of Phase 2 of the proposed mineral exploration program will be significantly more than the costs set forth above for Phase 1.





Status of Proposed Exploration Program





We are currently preparing to locate our drill targets and the direction the drill holes will take. During the six month period ended June 30, 2004 we had spent $10,000 on Phase 1 of our Cimarron mineral exploration program. The owner of the option has verbally agreed to allow us to pay the BLM and the County fees prior to the due date of August 31 st instead of 60 days prior to the due date, as required under the option agreement.





The option on six of the claims expired June 30, 2004, we are currently in negotiations with the optionor to renew the option on those claims.





Thomas Creek Mining Corp.





On February 20, 2004, Bullion Rivers wholly owned subsidiary Thomas Creek Mining Corp. (Thomas Creek) was assigned an option to acquire a 100% undivided right, title and interest in 76 unpatented mineral claims located in Eureka County in the State of Nevada. The option was assigned from Golden Spike Mining, a Nevada corporation majority-owned by Peter M. Kuhn, who is also the president and a director of Thomas Creek, for $53,740. The owner of the mineral claims consented in writing to the assignment.





The option to acquire the Thomas Creek claims has been terminated.





North Fork Mining Corp.





On February 23, 2004, Bullion Rivers wholly owned subsidiary North Fork Mining Corp. (North Fork) was assigned three options to acquire a 100% undivided right, title and interest in 42 unpatented mineral claims located in Sierra County in the State of California. The option was assigned from Golden Spike Mining, a Nevada corporation majority-owned by Peter M. Kuhn, who is also the president and a director of North Fork, for $129,115. As additional consideration for the assignment of the option agreements, North Fork granted Golden Spike Mining a net smelter royalty of 1.5% on the 42 unpatented claims. The owners of the mineral claims consented in writing to the assignment.





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The terms of two of the three North Fork option agreements for a total of 35 unpatented claims are as follows:





Term of 5 years and expiring on July 3, 2007, all required payments under the original option agreements were made prior to the assignment of the option on February 18, 2004. These required payments were; $10,000 per agreement on the original signing dates of July 1 and 3, 2002, $150 per month for each agreement for the year ended July 3, 2003 and $250 per month for each agreement for the period ended February 23, 2004.





In order to keep these two options in good standing we are required to pay, per  agreement, minimum royalty payments of $250 per month until July 3, 2004, $500 per month until July 3, 2005, $1,000 per month until July 3, 2006 and the greater of $5,000 per month or a 5% NSR during the fifth year. We must also make all maintenance and lease payments to keep the mineral claims in good standing during the term of the option. At the end of the five year  term, after all of the royalty payments have been made, we will have acquired a 100% undivided right, title and interest in these 35 unpatented mineral claims subject to a 5% net smelter royalty payable, until a maximum of $750,000 in royalty payments have been made under both of the agreements.





The terms of the third North Fork option agreement for 7 unpatented claims are as follows:





The original letter option agreement dated March 4, 2003, has no term and $10,000 was payable on signing of the option agreement. This required payment was made prior to the assignment of the option to North Fork on February 18, 2004. We can acquire an undivided 100% interest in these mineral claims by paying the owner $10,000 upon completing a Stage 1 drilling and exploration program and deciding to continue with exploration, and paying the owner $70,000 upon completing a Stage 2 drilling and exploration program and  deciding to continue with exploration.





North Fork Property





Plant and Equipment





We do not own a plant or any equipment and there is no equipment on the North Fork Property.





We do not claim to have any ores or reserves whatsoever at this time on the North Fork Property.





Proposed Exploration Program





We plan to conduct exploration to determine what amount of minerals, if any, exist on the North Fork Property and if any minerals that are found can be economically extracted and profitably processed. Our exploration program is designed to economically explore and evaluate the North Fork Property.





Our proposed exploration program is to (1) rehabilitate the underground access and to position drill rigs at the lower part of the decline, (2) to drill 10,000 feet of diamond drill holes from the decline, and (3) drive exploration drifts 150 meters north and 150 meters south with a decline of 14 % and with five additional diamond drill stations that would include an additional 20,000 feet.





In Phase 1, we plan to rehabilitate the underground access and to position drill rigs at the lower part of the decline. Drilling from at least three stations should intersect significant mineralization. The goal is to identify some 250,000 ounces. The following table sets out our proposed preliminary budget for Phase 1 of our proposed mineral exploration program.





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BLM fees and county recording fees (2004-2005)
$ 8,000Option payment
6,000Decline rehabilitation
350,000Diamond Drilling 10,000 ft @ $25/ft
250,000Assaying, engineering, permitting etc.
50,000Contingency @ 20%
130,000Total estimated cost
$ 794,000







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We have obtained the necessary permits for underground rehabilitation and exploration drilling and we have commenced an aggressive underground exploration program with offside mobilization and engineering. We expect to mobilize on site in September 1, 2004, to conduct the assaying from November 2004 to January 2005 and to complete the engineering and layout for Phase 2 in January 2005.





We plan to begin Phase 2 in February 2005.





Status of Our Exploration Program





We have commenced Phase 1 of our mineral exploration program. During the six month period ended June 30, 2004, we spent $70,500 on Phase 1 of our mineral exploration program.





Painted Hills Property





In February 2004, Bullion River acquired a 100% interest in the Painted Hills property by staking 41 unpatented mineral claims in the Painted Hills district in northwestern Nevada. Bullion River issued 25,000 restricted common shares to Jacob Margolis, Bullion Rivers vice-president of exploration, as a finders fee for locating the Painted Hills Property.





Plant and Equipment





We do not own a plant or any equipment and there is no equipment on the Painted Hills Property.








We do not claim to have any ores or reserves whatsoever at this time on the Painted Hills Property.





Proposed Exploration Program





We must conduct exploration to determine what amount of minerals, if any, exist on the Painted Hills Property and if any minerals that are found can be economically extracted and profitably processed. Our exploration program is designed to economically explore and evaluate the Painted Hills Property.





Our action plan for the Painted Hills Property is to complete (1) a district rock-chip sampling and mapping, and (2) a Phase 1 drilling program to test the exposed vein system at depth, and (3) test for veining beneath pediment cover to the east.





We have planned a program of mapping, sampling and geophysical surveys, followed by a drilling campaign, which will take approximately six weeks to complete beginning in September 2004.





We are applying to the BLM for an exploration permit for the Painted Hills Property. Our proposed budget for Phase 1 of our proposed mineral exploration program is as follows:





BLM fees and county recording fees (2004-2005)
$ 6,700Sampling, mapping
5,000Reverse Circulation drilling (2,500 feet in 5 to 7 holes)
25,000Assaying, etc.
10,000Contingency @ 20 %
7,000Drill site reclamation
5,000Total Proposed Budget
$ 58,700







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We plan to proceed with Phase 1 of our proposed mineral exploration program in November 15, 2004 and expect it will take approximately six weeks to complete. The decision to extend the proposed mineral exploration program on the Painted Hills Property to Phase 2 will be contingent upon reasonable encouragement from the results of the proposed mineral exploration program. When we complete Phase 1 of the proposed mineral exploration program, and the results are positive, we will still have to undertake an extensive second Phase of the proposed mineral exploration program that might consist of further soil sampling, geophysical surveys, trenching or drilling before we will be able to identify commercially-viable reserves. The costs of Phase 2 of the proposed mineral exploration program will be significantly more than the costs set forth above for Phase 1.





Status of Proposed Exploration Program





We are currently conducting mapping and sampling on the Painted Hills Property. During the six month period ended June 30, 2004, we spent $12,000 on Phase 1 of our mineral exploration program.





Washington Niagara Mine Letter Agreement





On June 23, 2004, the Company entered into a letter agreement, whereby it proposes to acquire a 100% interest in the Washington Niagara Mining Partnership (the partnership) by acquiring all of the outstanding partnership units for an aggregate purchase price of $1,500,000. The property is located in Shasta County in California and consists of the Washington Niagara Mine and is comprised of the surrounding 27 unpatented mineral claims and 482 acres of patented mineral claims. The Company has paid a non-refundable deposit of $10,000 which allows the Company until September 31, 2004 to complete their due diligence on the property and the exclusive right to enter into a formal agreement to acquire the Partnership Units. Once the Company enters into a formal agreement it will be required to pay; $15,000 upon signing the agreement, $50,000 on or before June 25, 2005, $50,000 on or before August 31, 2005 and $50,000 bi-monthly payments commencing October 31, 2005, until the purchase price is paid in full. If Bullion starts production the bi-monthly payments will increase to $175,000 and will be paid until the purchase price is paid in full.





Washington Niagara Property





The Washington Niagara property consists of 1,022 acres, of which 482 acres are patented land. The project includes a mill that operated as recently as 2002, consisting of a gravity and flotation circuit as well as a furnace for producing ore.





The Washington Niagara property is located within the French Gulch mining district of the Klamath Mountains province, 15 miles northwest of Redding in northwestern California. The province has produced at least 7 million ounces of gold from placer and mesothermal quartz vein deposits broadly similar to vein districts of the Mother Lode region in east-central California. French Gulch has been the largest producer in the province, yielding an estimated 1.5 million ounces of gold and it contains the highest grades in the province, with ore shoots typically grading above 0.50 opt and commonly above 1.0 opt. The district comprises a number of past-producing vein mines along an easterly-trending belt 1.5 miles wide and 10 miles long, with veins producing gold through a vertical range of 3,400 feet.





At the Washington mine, a series of at least six steeply dipping, east-trending gold-bearing quartz veins occur across a width of at least 800 feet and a strike length of at least 1,000 feet. Mineralization has been mined over a vertical range of only 500 feet along ore shoots, which rake moderately west (approximately 45 degrees), but mineralization remains open at depth and along strike. Coarse visible gold is common.





The Niagara mine workings, about 1 mile west of Washington, are at present inaccessible. The mine consisted of 10 levels that exploited veins similar to those at Washington, with production over 500 feet vertically and along 1,200 feet of strike.





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The property has produced at least 200,000 ounces of gold, but production records are incomplete. Mining and gold production on the Washington veins commenced in 1852, the first bedrock gold mine in the province and continued intermittently through 2001. High-grade mineralization mined in recent years has included one small zone on the Lucky-7 vein, which yielded about 8,800 tons grading 1.13 opt Au in the mid 1990s. However, there has been very limited exploration drilling from surface and underground. Recent intensive underground sampling across veins has returned high grades, including 5.0 feet (1.5m) grading 6.59 opt Au (192.21 g/t) from the Lucky-7 vein on the 2630 level.





We do not own a plant or any equipment and there is no equipment on the Washington Niagara property.





We do not claim to have any ores or reserves whatsoever at this time on the Washington Niagara property.





Proposed Exploration Program





Bullion plans to complete a comprehensive feasibility audit over the next three months. The audit will evaluate the viability of the mines permits, mill facilities and underground conditions. It will also allow for development of a mine engineering plan and estimations of capital requirements and future operational costs. Furthermore, the geology and mineralization will be evaluated and a three-dimensional model of underground workings and veins will be created. With this information Bullion will develop exploration strategies and various production scenarios.





Our proposed budget for our due diligence and comprehensive feasibility audit on the Washington Niagara property is as follows:





Evaluation of permits
$ 10,000Evaluation of mill facilities
6,500Evaluation of underground conditions
3,500Development of mine engineering plan
5,000Evaluation of geology and mineralization
7,500Creation of three-dimensional model of underground workings and veins
10,000Contingency @ 20 %
7,500Total Proposed Budget
$ 50,000





The above due diligence and comprehensive feasibility audit began in June and is expected to take approximately 90 days. The decision to enter into a formal agreement to acquire the partnership units will be contingent upon reasonable encouragement from the results of our due diligence. If the results are encouraging and we decide to enter into a formal agreement the costs associated with commencing a mineral exploration program on the Washington Niagara property will be significantly more than the costs set forth above.





Status of Proposed Due Diligence Program





During the six month period ended June 30, 2004, we spent $1,500 on due diligence and a comprehensive feasibility audit.





Wenban Spring Property





During June 2004, Bullion River acquired a 100% interest in the Wenban property by staking claims covering approximately 7.25 square miles in the Cortex Hills region of Nevada.







Page - 30




Wenban Spring lies along the west side of the northwest-trending Battle Mountain  Eureka Mineral Belt, which contains a number of productive, bulk-mineable, sediment-hosted and volcanic-hosted gold deposits, including Pipeline (+11 Moz Au), Cortez Hills, Cortex, Tonkin Springs, Horse Canyon, Gold Bar, Ruby Hill, Toiyabe and Buckhorn.





Location





The Wenban Spring Property covers approximately 7.25 square miles (19 sq km) southwest of the Cortez Hills gold deposit (+5 Moz gold @ - 4.4 g/t Au) controlled by the Cortez Joint Venture (CJV). The property directly adjoins claims held by the CJV and lies within 6 miles (9.6 km) southwest of the Cortez Hills deposit. Placer Dome Inc. (NYSE, TSX, ASX: PDG) is operator and 60% owner of the CJV, with Kennecott Minerals Company (subsidiary of Rio Tinto plc) owning 40%. Cortex Hills is a world-class, bulk-mineable Carlin-type gold system discovered in 2002. It is covered by post-mineralization alluvium at the north end of Grass Valley. Wenban Spring is on the west edge of the same valley. Four miles (6 km) southwest of Wenban Spring is the Toiyabe Carlin-type gold deposit, which produced about 90,000 ounces of gold from an open pit operation from 1987 to 1993.





Project Geology





Regional structural analysis and project-scale geologic data indicate that a north-northwest trending range-front fault zone passes through the property. Fault systems of this orientation are the dominant control to gold deposits in the Cortez region, both Carlin-type sediment-hosted and volcanic-hosted epithermal systems. South of the property, the range-front orientation has a northeast trend that is the more typical range-front orientation. The switch to this north-northwest trend creates an embayment in the northern Toiyabe Range in the project area in which post-mineral alluvial cover may be thin. Rocks exposed in the range on the wet side of the structure are upper-plate siliciclastic rocks which overlie potentially productive carbonate units like those that host the Toiabe and Cortez Hills gold deposits. Preliminary field work has identified an altered northwest-trending dike on the property. The altered dike is a further indication that the northwest fault zone is significant, deeply tapping and potentially mineralized.





Intersecting the northwest fault on the north side of the property is a regional east-trending fault separating the upper-plate rocks to the south from Tertiary volcanic rocks to the north. The volcanics (Caetano Tuff, 35 Ma) are syn- to post-mineralization with respect to the Carlin-type gold systems, and are older than the productive volcanic-hosted systems in the region (e.g., Buckhorn). The intersection of the two structures under alluvial cover is considered a favorable setting for mineralization.





Plant and Equipment





We do not own a plant or any equipment and there is no equipment on the Wenban Spring property.





We do not claim to have any ores or reserves whatsoever at this time on the Wenban Spring property.





Proposed Exploration Program





We 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. Our exploration program is designed to economically explore and evaluate the Wenban Spring property.





Our action plan for the Wenban Spring property is to complete geologic mapping and sampling and a geophysical survey over the alluvial-covered area.





We have planned a program of geologic mapping and sampling and a geophysical survey.





Our proposed budget for Phase 1 of our proposed mineral exploration program is as follows:





BLM fees and county recording fees (2004-2005)
$ 25,000Sampling, mapping
10,000Geophysics
20,000Contingency @ 20 %
11,000Total Proposed Budget  $   66,000







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We plan to proceed with Phase 1 of our proposed mineral exploration program in November 2004 and expect it will take approximately 2 weeks to complete. The decision to extend the proposed mineral exploration program on the Wenban Spring property to Phase 2 will be contingent upon reasonable encouragement from the results of the proposed mineral exploration program. When we complete Phase 1 of the proposed mineral exploration program, and the results are positive, we will still have to undertake an extensive second Phase of the proposed mineral exploration program that might consist of further soil sampling, geophysical surveys, trenching or drilling before we will be able to identify commercially-viable reserves. The costs of Phase 2 of the proposed mineral exploration program will be significantly more than the costs set forth above for Phase 1.





Status of Proposed Exploration Program





We are currently conducting mapping and sampling on the Wenban Spring property. During the six month period ended June 30, 2004, we spent $250 on Phase 1 of our mineral exploration program.





Environmental





The Companys exploration activities are subject to various federal and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company conducts its exploration so as to protect the public health and environment and believes its explorations are in compliance with all applicable laws and regulations.





Inflation





We do not believe that inflation will have a material impact on its future operations.





Uncertainties relating to Forward Looking Statements





This Form 10-QSB Annual Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by their use of words like plans, expect, aim, believe, projects, anticipate, intend, estimate, will, should, could and other expressions that indicate future events and trends. All statements that address expectations or projections about the future, including statements about Bullion Rivers exploration program, expenditures and financial results are forward-looking statements.





Forward-looking statements in this Form 10-QSB include statements regarding the following expectations:


1. Significant revenues will not be achieved until we locate viable mineral properties from which we are able to extract gold or silver.
2. Bullion River will spend the following on contractual obligations over the next eleven years; $771,000 for option payments, $270,000 for a note payable, $9,136 for marketing commitment, $40,000 for consulting fees and $14,730 in lease commitments.
3. Bullion River will spend between $1.3 and $3 million on Phase 2 of their exploration program.
4. Bullion River plans to explore for gold and silver.
5. Bullion River will complete due diligence and a comprehensive feasibility audit on the Washington Niagara mining partnership.
6. Bullion River will follow the $1,289,950 budget for phase 1 exploration.
7. Bullion River will immediately conduct an analysis and evaluation of drill results to determine the feasibility of commencing a Phase 2 drill program.
Page - 32
8. Bullion River will conduct Phase 2 of the proposed mineral exploration program on the property or properties that show the best drill results during Phase 1.
9. Bullion River will conduct Phase 2 of the respective proposed mineral exploration programs on one to four properties.
10. Bullion River will commence and complete Phase 2 of each of its proposed mineral exploration programs during 2004.
11. Bullion River will complete its private placement for two million units at $1 per unit.
12. Bullion River will use the proceeds from the two million unit private placement for operating expenses.
13. Bullion River will be able to obtain funding through private loans, equity sales of common shares, or joint ventures with other exploration companies in order to fund Phase 2 of each of its proposed mineral exploration programs.
14. Bullion River will carry out exploration activities in regions containing gold and silver deposits, primarily the Great Basin in the western United States and the Mother Lode Belt in California.
15. Unless Bullion River locates a commercially viable source for gold or silver and until such time as Bullion River achieves significant revenue from sales of gold or silver, Bullion River will continue to incur losses.
16. The costs associated with bringing a commercially viable mine into operation will be significantly more than Bullion Rivers estimated Phase 1 and Phase 2 costs.
17. Bullion River will not be conducting any research and development in the near future except for the development of its website and the development of its mineral properties, if or when Bullion River locates a commercially viable source of gold or silver.
18. As Bullion River proceeds with Phase 1 and Phase 2 of its various proposed mineral exploration programs, Bullion River will need to hire independent contractors as well as purchase or lease additional equipment.
19. Antone Canyon will 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.
20. Antone Canyon will drill test to cross mineralization at an appropriate angle, to assess true widths and multiple parallel mineralized zones.
21. Antone Canyon will complete Phase 1 of the proposed mineral exploration program on the Antone Canyon Property to test mineralization at deeper levels and along strike.
22. During Phase 1 of the proposed mineral exploration program on the Antone Canyon Property, Antone Canyon will complete (1) an evaluation of structural controls to mineralization, (2) a phase-1 drilling program to test mineralization at deeper levels along the strike, and (3) complete a district-scale surface evaluation to identify additional targets.
23. Antone Canyon will extend the former exploration permit on the Antone Canyon Property.
24. Antone Canyon will begin Phase 1 of the proposed mineral exploration program on the Antone Canyon Property in August 15, 2004, follow its total proposed budget of $123,550, and take approximately 6 weeks to complete Phase 1.
25. Antone Canyon will extend its exploration on the Antone Canyon Property to Phase 2 upon reasonably encouraging results from Phase 1.
26. If results of Phase 1 of the proposed mineral exploration program on the Antone Canyon Property are positive, Antone Canyon will still have to undertake additional, extensive exploration, which might consist of further soil sampling, geophysical surveys, trenching or drilling, before Antone Canyon identifies commercially viable reserves.
27. The costs for subsequent programs on the Antone Canyon Property will be significantly more than the total proposed budgeted costs for Phase 1.
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28. Corcoran Canyon will conduct exploration to determine what amount of minerals, if any, exist on the Corcoran Canyon Property and if any minerals that are found can be economically extracted and profitably processed.
29. Corcoran Canyon will design and complete Phase 1 of the proposed mineral exploration program on the Corcoran Canyon Property drilling to test extensions of known resource and the new target.
30. Corcoran Canyon will develop additional targets through continued analysis of the volcanic stratigraphy, structure and district alteration and mineralization patterns.
31. Corcoran Canyon will start Phase 1 of the proposed mineral exploration program on the Corcoran Canyon Property on September 15, 2004, follow the total proposed budget of $133,500, and take approximately 6 weeks to complete Phase 1.
32. Corcoran Canyon will extend its exploration on the Corcoran Canyon Property to Phase 2 upon reasonably encouraging results from Phase 1 of the proposed mineral exploration program.
33. If results of Phase 1 of the proposed mineral exploration program on the Corcoran Canyon Property are positive, Corcoran Canyon will still have to undertake additional, extensive exploration, which might consist of further soil sampling, geophysical surveys, trenching or drilling, before Corcoran Canyon identifies commercially viable reserves.
34. The costs for subsequent programs on the Corcoran Canyon Property will be significantly more than the total proposed budgeted costs for Phase 1.
35. Corcoran Canyon will follow the verbal agreement with the optionor for paying the BLM and county fees for the Corcoran Canyon property.
36. Cimarron will explore to determine what amount of minerals, if any, exist on the Cimarron Property and if any minerals are found can be economically extracted and profitably processed.
37. Cimarron will identify drill targets using their 3D model.
38. Cimarron will conduct further analysis of the resource area and other parts of the district to ensure adequate testing for mineralization, and if results are positive Cimarron will outline a drilling program.
39. Cimarron will begin Phase 1 of the proposed mineral exploration program on the Cimarron Property November 1, 2004, follow the total proposed budget of $64,200, and take approximately six weeks to complete Phase 1.
40. Cimarron will extend its exploration on the Cimarron Property to Phase 2 upon reasonably encouraging results from the Phase 1 of the proposed mineral exploration program.
41. If the results of Phase 1 of the proposed mineral exploration program on the Cimarron Property are positive, Cimarron will still have to undertake additional, extensive exploration, which might consist of further soil sampling, geophysical surveys, trenching or drilling, before Cimarron identifies commercially viable reserves.
42. The costs for subsequent programs on the Cimarron Property will be significantly more than the total proposed budgeted costs for Phase 1.
43. Cimarron will locate their drill targets and the direction the drill holes will take.
44. Cimarron will follow the verbal agreement with the optionor for paying the BLM and county fees for the Cimarron property.
45. Cimarron will renew the option on the six claims that expired June 30, 2004
46. North Fork will conduct exploration to determine what amount of minerals, if any, exist on the North Fork Property and if any minerals that are found can be economically extracted and profitably processed.
47. The exploration program will (1) rehabilitate the underground access and to position drill rigs at the lower part of the decline, (2) drill 10,000 feet of diamond drill holes from the decline, and (3) drive exploration drifts 150 meters north and 150 meters south with a decline of 14% and with five additional diamond drill stations that would include an additional 20,000 feet.
48. During Phase 1 of the proposed mineral exploration program on the North Fork Property, North Fork will rehabilitate the underground access and position drill rigs at the lower part of the decline.
Page - 34
49. During Phase 1 of the proposed mineral exploration program on the North Fork Property, North Fork will be drilling from at lease three stations, which should intersect significant mineralization.
50. North Fork Phase 1 of the proposed mineral exploration program on the North Fork Property plans to follow the total proposed budget of $794,000.
51. During Phase 1 of the proposed mineral exploration program on the North Fork Property, North Fork expects to identify some 250,000 ounces of gold.
52. North Fork plans to mobilize the North Fork site in September, 2004, conduct the assaying from November to January, 2005 and to complete the engineering and layout for Phase 2 in January 2005.
53. North Fork plans to begin Phase 2 in February 2005.
54. Bullion River will complete exploration to determine what minerals, if any, exist on the Painted Hills Property and if any minerals can be economically extracted and profitably processed.
55. During Phase 1 of the proposed mineral exploration program on the Painted Hills Property, Bullion River will complete (1) district rock-chip sampling and mapping and, (2) a phase 1 drilling program to test the exposed vein system at depth
56. Bullion River will complete Phase 1 of the proposed mineral exploration program on the Painted Hills Property to test the exposed vein system at depth and test for veining beneath pediment cover to the east.
57. Bullion River will complete mapping, sampling and geophysical surveys, followed by a drilling campaign, on the Painted Hills property which will take six weeks to complete beginning in September 2004.
58. Bullion River will obtain a BLM exploration permit for the Painted Hills property.
59. Bullion River will begin Phase 1 of the proposed mineral exploration program on the Painted Hills Property in November 15, 2004, follow the total proposed budget of $58,700, and take approximately six weeks to complete Phase 1.
60. Bullion River will extend its exploration on the Painted Hills Property to Phase 2 upon reasonably encouraging results from Phase 1 of the proposed mineral exploration program.
61. If the Phase 1 results for Painted Hills are positive, Bullion River will still have to undertake additional, extensive exploration, which might consist of further soil sampling, geophysical surveys, trenching or drilling, before Bullion River identifies commercially viable reserves.
62. The costs for subsequent mineral exploration programs on the Painted Hills Property will be significantly more than the total proposed budgeted costs for Phase 1.
63. Bullion River will complete a comprehensive feasibility audit of Washington Niagara over the next three months evaluating the viability of the mines permits, mill facilities and underground conditions.
64. Bullion River will develop a mine engineering plan and estimate capital requirements and future operational costs for the Washington Niagara property.
65. Bullion River will evaluate geology and mineralization and create a three-dimensional model of underground workings and veins of the Washington Niagara Property.
66. Bullion River will develop exploration strategies and various production scenarios for the Washington Niagara Property.
67. Bullion Rivers proposed feasibility audit of Washington Niagara will follow the proposed budget of $50,000 and take approximately 90 days.
68. Bullion River will enter a formal agreement to acquire the partnership units of Washington Niagara upon reasonable encouragement from the results of our due diligence.
69. Bullion Rivers costs to commence a mineral exploration program on the Washington Niagara property will be significantly more than the cost of the feasibility audit.
70. Bullion River will conduct exploration to determine what amount of minerals, if any, exist on the Wenban Spring property and if minerals that are found can be economically extracted and profitably processed.
71. Bullion River will complete geologic mapping and sampling and a geophysical survey on the Wenban Springs property.
72. Bullion River will follow its plan to conduct geologic mapping and sampling and a geophysical survey over the alluvial-covered area on the Wenban Springs property.
73. Bullion River will begin the proposed exploration program on the Wenban Springs property in November 2004, will take two weeks to complete program and will follow the $66,000 proposed budget.
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74. Bullion River will extend the proposed exploration program on the Wenban Springs property to Phase 2 upon reasonably encouraging results from the Phase 1 of the proposed mineral exploration program.
75. If results of Phase 1 of the proposed mineral exploration program on the Wenban Springs Property are positive, Bullion River will still have to undertake additional, extensive exploration, which might consist of further soil sampling, geophysical surveys, trenching or drilling, before Bullion River identifies commercially viable reserves.
76. The costs for subsequent programs on the Wenban Springs Property will be significantly more than the total proposed budgeted costs for Phase 1.
77. Inflation will not have a material impact on Bullion Rivers future operations.

All forward-looking statements are made as of the date of filing of this Form 10-QSB and Bullion disclaims any duty to update such statements.





Certain parts of this Form 10-QSB may contain forward-looking statements within the meaning of the Securities Exchange Act of 1934 based on current managements expectations. Actual results could differ materially from those in the forward-looking statements due to a number of uncertainties including, but not limited to, those discussed in this section. Factors that could cause future results to differ from these expectations include general economic conditions, such as a decrease in the market prices for gold and silver; not locating commercially viable reserves of gold and silver. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do no occur, the outcome may vary substantially from anticipated or projected results and accordingly, no opinion is expressed on the achievability of those forward-looking statements. In addition, a description of anyones past success, either financial or strategic, is no guarantee of future success. Bullion River will remain dependent upon future financing for its growth and development and for it to successfully implement its exploration program. No statements contained herein should be construed as indicating that such financing is or will be available and if available will be on terms favorable to Bullion River. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate and Bullion River assumes no obligation to update any such forward-looking statements.





Bullion River may, from time to time, make oral forward-looking statements. Bullion River strongly advises that the above paragraph and the risk factors described in this annual report and in Bullion Rivers other documents filed with the United States Securities and Exchange Commission should be read for a description of certain factors that could cause the actual results of Bullion River to materially differ from those in the oral forward-looking statements. Bullion River disclaims any intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise.





Item 3. Controls and Procedures.





Based on their most recent evaluation, which was completed within 90 days of the filing of this Form 10-QSB, Bullion Rivers Chief Executive Officer and Chief Financial Officer believe Bullion Rivers disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information required to be disclosed by Bullion River in this report is accumulated and communicated to Bullion Rivers management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no significant changes in Bullion Rivers internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.





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PART II  OTHER INFORMATION





Item 1. Legal Proceedings.





Bullion River is not a party to any pending legal proceedings and, to the best of Bullion Rivers knowledge, none of Bullion Rivers assets are the subject of any pending legal proceedings.





Item 2. Changes in Securities.





During the quarter of the fiscal year covered by this report, (i) Bullion River did not modify the instruments defining the rights of its shareholders, (ii) no rights of any shareholders were limited or qualified by any other class of securities, and (iii) Bullion River did not sell any unregistered equity securities.





Item 3. Defaults Upon Senior Securities.





During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of Bullion River. Also, during this quarter, no material arrearage in the payment of dividends has occurred.





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





No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise, during the quarter of the fiscal year covered by this report.





Item 6. Exhibits and Reports on Form 8-K





(a) Exhibits





All Exhibits required to be filed with the Form 10-QSB are incorporated by reference to Bullion Rivers previously filed Form SB-2 and Form 10-KSB.





Exhibit
Description
Status3.1
Articles of Incorporation filed as an Exhibit to Bullion Rivers registration statement on Form SB-2 filed on May 13, 2002, and incorporated herein by reference.
Filed3.2
Bylaws filed as an Exhibit to Bullion Rivers registration statement on Form SB-2 filed on May 13, 2002, and incorporated herein by reference.
Filed3.3
Certificate of Amendment to Articles of Incorporation changing the Issuers name to Bullion River Gold Corporation filed as an Exhibit to Bullion Rivers Form 10-KSB filed on April 14, 2004, and incorporated herein by reference.
Filed10.1
Assignment Agreement dated January 9, 2004 between Antone Canyon Mining Corp. and Golden Spike Mining filed as an attached exhibit to Bullion Rivers Form 8-K (Current Report) filed on January 28, 2004, and incorporated herein by reference.
Filed10.2
Assignment Agreement dated February 18, 2004 between Corcoran Canyon Mining Corp. and Golden Spike Mining filed as an attached exhibit to Bullion Rivers Form 8-K (Current Report) filed on March 2, 2004, and incorporated herein by reference.
Filed10.3
Assignment Agreement dated February 19, 2004 between Cimarron Mining Corp. and Golden Spike Mining filed as an attached exhibit to Bullion Rivers Form 8-K (Current Report) filed on March 3, 2004, and incorporated herein by reference.
Filed  Page - 37
  10.4
Assignment Agreement dated February 20, 2004 between Thomas Creek Mining Corp. and Golden Spike Mining filed as an attached exhibit to Bullion Rivers Form 8-K (Current Report) filed on March 8, 2004, and incorporated herein by reference.
Filed10.5
Assignment Agreement dated February 23, 2004 between North Fork Mining Corp. and Golden Spike Mining filed as an attached exhibit to Bullion Rivers Form 8-K (Current Report) filed on March 9, 2004, and incorporated herein by reference.
Filed10.6
Consultant Agreement dated December 1, 2003 between Dynasty International Corporation and Jacob H. Margolis filed as an Exhibit to Bullion Rivers Form 10-KSB filed on April 14, 2004, and incorporated herein by reference.
Filed31
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Included32
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Included99.1
Code of Ethics filed as an Exhibit to Bullion Rivers Form 10-KSB filed on April 14, 2004, and incorporated herein by reference.
Filed99.2
Audit Committee Charter filed as an Exhibit to Bullion Rivers Form 10-KSB filed on April 14, 2004, and incorporated herein by reference.
Filed99.3
Disclosure Committee Charter filed as an Exhibit to Bullion Rivers Form 10-KSB filed on April 14, 2004, and incorporated herein by reference.
Filed








(b)  Reports on Form 8-K.





No reports were filed during the quarter of the fiscal year covered by this report, with the exception of the following:





On April 14, 2004, Bullion River filed a Form 8-K (Current Report) disclosing the change in Bullion Rivers certifying accountant.





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SIGNATURES





In accordance with the requirements of the Securities Exchange Act of 1934, Bullion River Gold Corp. has caused this report to be signed on its behalf by the undersigned duly authorized person.





BULLION RIVER GOLD CORP.







*/s/ Peter M. Kuhn*





Name:  Peter M. Kuhn


Title :  Director and CEO and CFO


Dated:  August 16, 2004








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Exhibit 31











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BULLION RIVER GOLD CORP.    CERTIFICATIONS PURSUANT TO  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002





CERTIFICATION





I, Peter M. Kuhn, certify that:





1.   I have reviewed this quarterly report on Form 10-QSB of Bullion River Gold Corp.;





2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;





3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;





4.   The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:





a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;





b)   evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and





c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;





5.   The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):





a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and





b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and





6.   The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.





Date: August 16, 2004





/s/ Peter M. Kuhn  Peter M. Kuhn  Chief Executive Officer








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BULLION RIVER GOLD CORP  .  CERTIFICATIONS PURSUANT TO  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002





CERTIFICATION





I, Peter M. Kuhn, certify that:





1.   I have reviewed this quarterly report on Form 10-QSB of Bullion River Gold Corp.;





2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;





3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;





4.   The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:





a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;





b)   evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and





c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;





5.   The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):





a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and





b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and





6.   The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.





Date: August 16, 2004





/s/ Peter M. Kuhn Peter M. Kuhn  Chief Financial Officer





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Exhibit 32








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CERTIFICATION PURSUANT TO  18 U.S.C. SECTION 1350,  AS ADOPTED PURSUANT TO  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002








In connection with the Quarterly Report of Bullion River Gold Corp. (Bullion River) on Form 10-QSB for the period ending June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Peter M. Kuhn, President, Chief Executive Officer of Bullion River and a member of the Board of Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:





(1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and





(2)   The information contained in the Report fairly represents, the financial condition and result of operations of the Company.





/s/ Peter M. Kuhn Peter M. Kuhn  Chief Executive Officer  August 16, 2004








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CERTIFICATION PURSUANT TO  18 U.S.C. SECTION 1350,  AS ADOPTED PURSUANT TO  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002








In connection with the Quarterly Report of Bullion River Gold Corp. (Bullion River) on Form 10-QSB for the period ending June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Peter M. Kuhn, Secretary, Treasurer, and Chief Financial Officer of Bullion River, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:





(1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and





(2)   The information contained in the Report fairly represents, the financial condition and result of operations of the Company.





/s/ Peter M. Kuhn  Peter M. Kuhn  Chief Financial Officer  August 16, 2004








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