<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

For the quarterly period ended:  June 30, 2008

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

For the transition period from ____________ to____________

                          Commission File No. 333-85414

                            BULLION RIVER GOLD CORP.
             (Exact name of registrant as specified in its charter)

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

                         3500 Lakeside Court, Suite 200
                               Reno, Nevada 89509
                    (Address of Principal Executive Offices)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
"large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act.

         Large accelerated filer [ ]             Accelerated filer [ ]

         Non-accelerated filer   [ ]             Smaller reporting company [X]

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

Indicate the number of shares outstanding of each issuer's classed of common
stock, as of the latest practicable date: 153,888,801 issued and outstanding as
of August 15, 2008.

<PAGE>

<TABLE>
<CAPTION>
<S>     <C>

                                        BULLION RIVER GOLD CORP.
                                            TABLE OF CONTENTS
                                    TO QUARTERLY REPORT ON FORM 10-Q
                                     FOR PERIOD ENDED JUNE 30, 2008


PART I           FINANCIAL INFORMATION                                                               PAGE
Item 1           Consolidated Financial Statements:                                                   3
                 Consolidated Balance Sheets                                                          4
                 Consolidated Statements of Operations and Comprehensive Income (Loss)                5
                 Consolidated Statements of Cash Flows                                                6
                 Notes to the Consolidated Financial Statements                                       7
Item 2           Management's Discussion and Analysis and Results of Operations                       19
Item 4T           Controls and Procedures                                                             22
PART II          OTHER INFORMATION                                                                    24
Item 1           Legal Proceedings                                                                    24
Item 1A          Risk Factors                                                                         24
Item 2           Unregistered Sales of Equity Securities and Use of Proceeds                          25
Item 3           Defaults Upon Senior Securities                                                      26
Item 4           Submission of Matters to a Vote of Security Holders                                  26
Item 5           Other Information                                                                    26
Item 6           Exhibits                                                                             26
Signatures                                                                                            27
Certificates                                                                                          28
</TABLE>


                                       2
<PAGE>



ITEM 1.   FINANCIAL STATEMENTS.

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











                                       3
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>

                            BULLION RIVER GOLD CORP.
                           CONSOLIDATED BALANCE SHEETS
                    AS AT JUNE 30, 2008 AND DECEMBER 31, 2007


                                                                                 JUNE 30,        DECEMBER 31,
                                                                                  2008              2007
                                                                               ------------      ------------
                                                                                (Unaudited)       (Audited)
                                     ASSETS
Current Assets:
     Cash                                                                      $    949,638      $         --
     Accounts receivable                                                            102,510                --
     Inventory in process                                                           235,758           364,821
     Prepaids and other current assets                                              243,372           334,976
     Supplies inventory                                                              21,450            12,321
                                                                               ------------      ------------
         Total current assets                                                     1,552,728           712,118
                                                                               ------------      ------------

Property and equipment, net                                                       2,582,572         2,953,139
                                                                               ------------      ------------

Other assets:
     Deposits                                                                        29,152            69,946
     Restricted reclamation deposits                                                169,114           167,081
                                                                               ------------      ------------
         Total other assets                                                         198,266           237,027

                                                                               ------------      ------------
TOTAL ASSETS                                                                   $  4,333,566      $  3,902,284
                                                                               ============      ============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
     Accounts payable and accrued liabilities                                  $  3,207,418      $  4,446,617
     Bank overdraft                                                                      --            35,477
     Customer deposits                                                                   --            15,822
     Short term loans                                                             2,173,668         2,775,814
     Forward sales contracts                                                      2,566,301         3,456,337
     Current portion of convertible debt, net of discount                         6,299,971         5,023,047
     Current portion of capital lease obligations                                   131,667           195,757
     Interest payable on convertible debt                                           185,302           566,850
                                                                               ------------      ------------
         Total current liabilities                                               14,564,327        16,515,721
                                                                               ------------      ------------
Long term liabilities:
     Convertible debt, net of discount                                                   --            67,944
     Capital lease obligations                                                       86,005           125,522
     Reclamation obligations                                                        115,127           115,127
                                                                               ------------      ------------
         Total long term liabilities                                                201,132           308,593
                                                                               ------------      ------------

Total liabilities                                                                14,765,459        16,824,314
                                                                               ------------      ------------

Shareholders' deficit:
     Common stock; authorized 200,000,000 shares, $0.001 par value.
          Issued and outstanding 153,888,801 and 63,286,239, respectively.          153,689            63,286
     Additional paid in capital                                                  38,945,470        28,799,981
     Shares subscribed                                                              200,000         2,549,000
     Accumulated deficit                                                        (49,731,052)      (44,334,297)
                                                                               ------------      ------------
         Total shareholders' deficit                                            (10,431,893)      (12,922,030)

                                                                               ------------      ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                                    $  4,333,566      $  3,902,284
                                                                               ============      ============


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


                                                       4
<PAGE>


                                          BULLION RIVER GOLD CORP.
                   CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                     FOR THE THREE AND SIX MONTH PERIODS ENDING JUNE 30, 2008 AND 2007


                                          THREE MONTHS ENDED JUNE 30,          SIX MONTHS ENDED JUNE 30,
                                         -----------------------------      ------------------------------
                                            2008              2007              2008             2007
                                        ------------      ------------      ------------      ------------
                                         (Unaudited)       (Unaudited)      (Unaudited)        (Unaudited)
                                        ------------      ------------      ------------      ------------

Revenues:
 Precious metal sales                   $    748,969      $    922,533      $  1,836,903      $  1,275,143

Cost of goods sold:
 Direct production expenses                1,078,222         2,479,690         2,310,500         3,187,925
                                        ------------      ------------      ------------      ------------

Gross loss                                  (329,253)       (1,557,157)         (473,597)       (1,912,782)
                                        ------------      ------------      ------------      ------------

Operating expenses:
 Exploration and development                 457,915         1,575,115           752,253         3,656,057
 General and administrative                  725,658         1,799,826         1,793,620         3,032,508
 Stock based compensation                      5,003            68,866            19,535           150,095
 Depreciation and accretion                  168,564           169,291           349,544           322,242
                                        ------------      ------------      ------------      ------------
    Total operating expenses               1,357,140         3,613,098         2,914,952         7,160,902
                                        ------------      ------------      ------------      ------------

Loss from operations                      (1,686,393)       (5,170,255)       (3,388,549)       (9,073,684)
                                        ------------      ------------      ------------      ------------

Other income (expense):
 Interest income                                 438               278             2,037            17,653
 Interest expense                           (990,168)       (1,173,060)       (1,864,183)       (1,972,903)
 Loss on forward sales                       (49,413)         (226,223)         (661,687)         (226,223)
 Gain on settlement of debt                  949,286            33,143         1,186,451            27,180
 Loss on asset disposal                       (6,023)               --            (6,023)               --
 Non-operating income, net                        --           121,978                --           124,526
                                        ------------      ------------      ------------      ------------
    Total other income (expense)             (95,880)       (1,243,884)       (1,343,405)       (2,029,767)
                                        ------------      ------------      ------------      ------------

Net loss before income taxes              (1,782,273)       (6,414,139)       (4,731,954)      (11,103,451)
 Income taxes                                     --                --                --                --
                                        ------------      ------------      ------------      ------------

Net loss                                  (1,782,273)       (6,414,139)       (4,731,954)      (11,103,451)

Other comprehensive income:
 Unrealized holding loss                          --           (13,019)               --           (27,038)
                                        ------------      ------------      ------------      ------------

NET COMPREHENSIVE LOSS                  $ (1,782,273)     $ (6,427,158)     $ (4,731,954)     $(11,130,489)
                                        ============      ============      ============      ============

Basic and diluted loss per share        $      (0.02)     $      (0.10)     $      (0.05)     $      (0.18)
                                        ============      ============      ============      ============

Weighted average shares outstanding       96,961,734        63,117,793        93,927,043        61,775,462
                                        ============      ============      ============      ============

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

                                       5
<PAGE>


                            BULLION RIVER GOLD CORP.
                        CONSOLIDATED CASH FLOW STATEMENTS
                  FOR THE SIX MONTHS ENDING JUNE, 2008 AND 2007


                                                                  SIX MONTHS ENDED JUNE 30,
                                                              ------------------------------
                                                                  2008              2007
                                                              ------------      ------------
                                                              (Unaudited)        (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES

    Net loss for the period                                   $ (4,731,954)     $(11,103,451)

    Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation expense                                         349,544           319,260
      Accretion expense                                                 --             2,982
      Amortization related to debt discounts                     1,223,412         1,468,581
      Equity instruments issued for services and expenses          570,155           492,813
      Gain on settlement of debt                                (1,186,451)          (27,180)
      Loss on disposal of assets                                     6,023                --
      Net non-cash gain                                                 --           (72,000)

    Changes in operating assets and liabilities:
    (Increase) decrease in:
        Accounts receivable and other receivable                  (102,510)               --
      Inventory in process                                         129,063          (580,035)
      Prepaids and other current assets                             91,604            26,695
      Supplies inventory                                            (9,129)           50,550
      Deposits                                                      38,761           167,784
    (Decrease) increase in:
      Accounts payable and accrued liabilities                  (1,045,018)        2,148,561
      Customer Deposits                                            (15,822)               --
      Forward sales contracts                                      591,223         1,790,631
      Interest payable on convertible debt                         518,492            63,397
                                                              ------------      ------------
        Net cash provided/(used) in operating activities        (3,572,607)       (5,251,412)
                                                              ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of property and equipment                                  --        (1,179,875)
    Sale of fixed assets                                            15,000                --
                                                              ------------      ------------
        Net cash provided/(used) in investing activities            15,000        (1,179,875)
                                                              ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES

    Bank overdraft                                                 (35,477)               --
    Payments on capital leases                                    (103,607)         (132,823)
    Proceeds from short term loans                                 385,000         2,550,000
    Payments on short term loans                                (1,135,000)               --
    Proceeds from sale of convertible debt                              --         1,400,000
    Proceeds from sale of common shares                          5,710,000         2,644,000
    Offering costs                                                (313,671)         (171,025)
                                                              ------------      ------------
        Net cash received from financing activities              4,507,245         6,290,152
                                                              ------------      ------------

Increase (decrease) in cash                                        949,638          (141,135)

Cash, beginning of the period                                           --           146,509
                                                              ------------      ------------
CASH, END OF PERIOD                                           $    949,638      $      5,374
                                                              ============      ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Cash paid for interest                                    $     23,684      $     67,994
    Cash paid for income taxes                                $         --      $         --


NON-CASH FINANCING ACTIVITIES
    Non-cash dividend issued to select warrant holders        $    664,801      $    105,080


    The accompanying notes are an integral part of these consolidated financial statements
</TABLE>


                                              6
<PAGE>


                             BULLION RIVER GOLD CORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008


NOTE 1 - ORGANIZATION AND NATURE OF OPERATION

NATURE OF OPERATIONS
Bullion River Gold Corp ("the Company") was incorporated under the laws of the
State of Nevada on June 29, 2001 under the original name "Dynasty International
Corporation". The company was a specialty retailer of home water quality testing
kits and water purification devices until December 9, 2003 when it changed its
business direction to the exploration of gold and silver in the western United
States. On January 20, 2004, the Company changed its name to "Bullion River Gold
Corp." On December 9, 2003, five current Nevada subsidiaries of Bullion River
Gold were incorporated and sold to Bullion River Gold. These subsidiaries are
Antone Canyon Mining Corp., Cimarron Mining Corp., Corcoran Canyon Mining Corp.,
North Fork Mining Corp., and Thomas Creek Mining Corp. On September 30, 2004 the
Company acquired all of the issued and outstanding shares of French Gulch
(Nevada) Mining Corporation, which was incorporated in the State of Nevada on
September 30, 2004. These subsidiaries are collectively referred to as the
"Subsidiaries".

Bullion River Gold Corp has an authorized capital of 200,000,000 common shares
with a par value of $0.001. As of June 30, 2008 there were 153,888,801 common
shares issued and outstanding.

The Company was in the exploration stage through the third quarter ending
September 30, 2006. In November 2006, the Company entered the development stage
when the French Gulch mine completed its test mining phase and began producing
gold. The Company's first sale of gold from its production occurred in late
October 2006.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Certain balances in the 2007 consolidated financial statements have been
reclassified to conform to the 2008 consolidated financial statement
presentation.

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

PRODUCTION AND DEVELOPMENT COST ACCOUNTING
Production costs are direct costs associated with the extraction and processing
of ore grade material in order to produce sellable precious metals and are used
to compute inventory valuation and cost of sales expense. Development costs are
all costs associated with the advancement and support of the mine operating
infrastructure and are expensed in the period incurred due to insufficient
exploration and development of the French Gulch mine allowing a proven and
probable reserve.

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

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

ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets,


                                       7
<PAGE>

liabilities, contingent liabilities, revenues and expenses at the date and for
the periods that the financial statements are prepared. Actual results could
differ from those estimates.



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

100% of revenues consisted of sales to two companies.

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

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

BASIC AND DILUTED NET LOSS PER COMMON SHARE
Basic loss per share includes no dilution and is computed by dividing net loss
by the weighted average number of outstanding common shares during the year.
Diluted earnings per share would reflect the potential dilution of securities
that would occur if securities or other contracts (such as stock options and
warrants) to issue common stock were exercised or converted into common stock.
At June 30, 2008, the Company had 710,146 options outstanding and 33,263,867
warrants outstanding. At June 30, 2007, the Company had 2,052,500 options
outstanding and 45,207,874 warrants outstanding. As the Company has experienced
net losses during the periods ended June 30, 2008 and 2007, no common stock
equivalents have been included in the diluted earnings per share calculation as
the effect would be anti-dilutive.

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

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

Furniture                           3 to 5 years
Equipment                           2 to 7 years
Computer Hardware                   3 years
Computer Software                   2 years
Buildings                           10 years
On-Road Vehicles                    5 years

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

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


                                       8
<PAGE>

COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) reflects changes in equity that result from
transactions and economic events from non-owner sources. Comprehensive income
for the period ended June 30, 2007 represents unrealized holding losses
associated with Company investments in available for sale securities accounted
for in accordance with FASB Statement 115, ACCOUNTING FOR CERTAIN INVESTMENTS IN
DEBT AND EQUITY SECURITIES.

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

IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company recognizes impairment of long-lived assets in the event
that the net book value of such assets exceeds the future undiscounted cash
flows attributed to such assets. No impairment of long-lived assets was
recognized for the periods ended June 30, 2008 and 2007.

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

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

STOCK OPTIONS
In December 2004, the Financial Accounting Standard Board ("FASB") issued SFAS
123R, "Share-Based Payments" ("SFAS No. 123R"), a revision of SFAS No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"), which requires
companies to measure all employee stock-based compensation awards using a fair
value method and record such expense in their financial statements. The Company
adopted this standard effective January 1, 2006 and elected the
modified-prospective transition method. Under the modified-prospective
transition method, awards that are granted, modified, repurchased or cancelled
after the date of adoption should be measured and accounted for in accordance
with SFAS No. 123R. The Company had 710,146 and 2,052,500 options outstanding as
of June 30, 2008 and 2007, respectively, which resulted in charges attributable
to the six month period ended June 30, 2008 and 2007 in the amount of $19,535
and $150,095 respectively.

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


                                       9
<PAGE>


NOTE 3 - INVENTORIES

Inventories consist of the following as at June 30, 2008 and December 31, 2007:

                              JUNE 30,    DECEMBER 31,
                               2008          2007
                              --------     --------
Gold bullion                  $     --     $     --
Precious metal in process      235,758      364,821
Supplies                        21,450       12,321
                              --------     --------
Total inventories             $257,208     $377,142
                              ========     ========

Metal-in-process inventory contained approximately 254.9 ounces of as of June
30, 2008 and 437.8 ounces as of December 31, 2007.


NOTE 4 - PROPERTY AND EQUIPMENT

The following is a summary of the Company's property and equipment as of June
30, 2008 and December 31, 2007:

                                       JUNE 30,      DECEMBER 31,
                                        2008              2007
                                     -----------      -----------
Mine equipment                       $ 3,204,451      $ 3,240,205
Vehicles                                 251,744          251,744
Office equipment                         192,008          192,008
Buildings                                 65,287           65,287
                                     -----------      -----------
     Total                             3,713,490        3,749,244
Accumulated depreciation              (1,437,182)      (1,102,369)
                                     -----------      -----------
     Net                               2,276,308        2,646,875
Land                                     110,203          110,203
Construction in progress                 196,061          196,061
                                     -----------      -----------
     Property and equipment, net     $ 2,582,572      $ 2,953,139
                                     ===========      ===========


Depreciation expense for the periods ended June 30, 2008 and 2007 was $349,544
and $322,242 respectively.

NOTE 5 - RESTRICTED RECLAMATION DEPOSITS

The following is a summary of the Company's restricted reclamation deposits at
June 30, 2008 and December 31, 2007:

<TABLE>
<CAPTION>
<S>     <C>
----------------------------------------------------------------------------------------------------------------------------------
MINERAL PROPERTY           OBLIGEE (S)                               INCEPTION DATE             DECEMBER 31,    CHANGES   JUNE 30,
                                                                                                    2007                     2008
-----------------------------------------------------------------------------------------------------------------------------------
French Gulch              Bureau of Land Management                       June 2005              $ 11,500     $     --     $ 11,500
French Gulch              Shasta County                                   December 2005            77,881        2,033       79,914
French Gulch              California Regional Water Control Board         December 2005            29,900           --       29,900
North Fork                US Forest Service                               March 2004               29,800           --       29,800
Antone Canyon             US Forest Service                               March 2005                3,300           --        3,300
Corcoran Canyon           USDAFS                                          April 2004                2,600           --        2,600
Corcoran Canyon           Bureau of Land Management                       April 2004                6,700           --        6,700
Wenban Spring             Bureau of Land Management                       March 2005                5,400           --        5,400
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 $167,081     $  2,033     $169,114
===================================================================================================================================
</TABLE>




                                       10
<PAGE>

NOTE 6 - DERIVATIVE INSTRUMENTS

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

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

The Company has not designated its gold forward sales contracts entered into in
2008 as effective hedges. Accordingly the hedge accounting rules of SFAS No.133
are not being applied and the period-end mark-to-market of these contracts is
immediately reflected on the income statement of the Company and the cumulative
effect is reflected as an asset or liability on the balance sheet.


NOTE 7 - LOANS PAYABLE

During the six months ending June 30, 2007, the Company issued six short term
notes raising a total of $2,650,000. The principal amounts bear an interest rate
of zero (0.00%), and were originally due on or before September 30, 2007. There
is no penalty for prepayment of any amount. The notes also include one detached
warrant to purchase one common share per one dollar ($1) of principal; each
warrant has a life of two years and has an exercise price of $0.75. The Company
is currently delinquent on these loans.

In June and July 2007, the Company issued an additional short term notes with a
principal amount of $720,000. The principal amount bears an annual interest rate
of fourteen percent (14.00%), and is due and payable on or before September 30,
2007. There is no penalty for prepayment of any amount. The note also includes
one detached warrant to purchase one common share per two dollars ($2) of
principal; each warrant has a life of two years and has an exercise price of
$0.75. The principal balance of this note was paid in full in Q2/08.

In July 2007 $550,000 of the short term notes were converted into forward gold
sales.

In January 2008 the Company paid $735,000 in principal payments.

In February and March 2008 the company issued additional notes in the amount of
$250,000 and repaid principal in the amount of $220,000 for a net increase of
$30,000 in short term notes.

In April, May and June 2008 the company issued additional notes in the amount of
$135,000 and repaid principal in the amount of $180,000 for a net decrease of
$45,000 in short term notes.


                                       11
<PAGE>

The short term loan balances at June 30, 2008 and December 31, 2007, are
summarized below:

                                      JUNE 30,        DECEMBER 31,
                                        2008             2007
                                    -----------      -----------
Short term loans                    $ 3,160,814      $ 2,820,000
Fair value of detached warrants        (621,120)        (621,120)
Discount amortization to date           621,120          621,120
Principal Payments                   (1,135,000)         (95,000)
Accrued interest                        147,854           50,814
                                    ===========      ===========
     Short term loans, net          $ 2,173,668      $ 2,775,814
                                    ===========      ===========


NOTE 8 - CONVERTIBLE DEBT

The following is a summary of the Company's convertible debt outstanding for the
period ending June 30, 2008 and December 31, 2007:

<TABLE>
<CAPTION>
<S>     <C>

                                          JUNE 30, 2008                                 DECEMBER 31, 2007
                          ---------------------------------------------      ---------------------------------------------
                            Secured         Unsecured                         Secured          Unsecured
                           Debentures       Debentures         Total         Debentures       Debentures        Total
                          -----------      -----------      -----------      -----------      -----------      -----------

Relative fair value
 of detached warrants      (1,033,570)        (856,454)      (1,890,024)      (1,033,570)        (856,454)      (1,890,024)
Intrinsic value of
  conversion benefit       (2,966,430)      (1,310,555)      (4,276,985)      (2,966,430)      (1,310,555)      (4,276,985)
Discount
 amortization to date       3,656,814        1,949,218        5,606,032        2,989,586        1,407,466        4,397,052
                          -----------      -----------      -----------      -----------      -----------      -----------
Net discount on
convertible debt             (343,186)        (217,791)        (560,977)      (1,010,414)        (759,543)      (1,769,957)
                          -----------      -----------      -----------      -----------      -----------      -----------
Convertible debt, net
  of discount               3,656,814        2,643,157        6,299,971        2,989,586        2,101,405        5,090,991
Less current portion       (3,656,814)      (2,643,157)      (6,299,971)      (2,921,642)      (2,101,405)      (5,023,047)
                          -----------      -----------      -----------      -----------      -----------      -----------
Long term
  convertible debt,
   net of discount        $        --      $        --      $        --      $    67,944      $       --       $    67,944
                          ===========      ===========      ===========      ===========      ===========      ===========
</TABLE>


The Company has issued two types of convertible debt instruments (debentures),
secured and unsecured. The secured debentures are secured by the ownership of
French Gulch Nevada Mining Corp and bear interest at a rate of 10% per annum,
paid quarterly. Interest may be paid in cash or stock at a fixed price of $0.20
per share for the secured debentures. For the secured debenture, the decision of
mode of payment is made by mutual consent of the Company and the holder or its
assigns. The conversion price is adjusted for stock splits, stock dividends, and
equity issuances by the Company. On July 18, 2007 the Company adjusted the
conversion terms of the secured convertible debt and the strike price of the
detached warrants from $0.75 to $0.25 and $0.33, respectively, due to a stock
offering which caused the change per the debenture agreements. As a result of
this modification the Company recognized an incremental increase to the discount
on convertible debentures in the amount of $1,707,527. This increase is being
amortized to interest expense over the remaining life of the debenture. The
holders of the secured debentures agreed to waive the adjustment provision
related to another equity offering on July 18, 2007 of $0.15 per common share.

On May 15, 2008 the Company adjusted the conversion terms of the secured
convertible debt and the strike price of the detached warrants from $0.25 and
$0.33 to $0.20 and $0.27 respectively, due to a stock offering which caused the
change per the debenture agreements. This modification of terms did not require
the Company to recognize an incremental increase to the discount on convertible
debt since the Company has recognized a discount for the full amount of the
secured convertible debt.


                                       12
<PAGE>

The other debenture agreements are unsecured and bear interest at a rate of 12%
per annum, paid quarterly. Interest may be paid in cash or stock at a fixed
price of $0.75 per share. The control of settlement terms of interest for the
unsecured debentures is held exclusively by the Company. The unsecured
debentures have a maturity date of two years from the date of the agreement and
may be converted into common stock at the option of the holder any time prior to
maturity at a fixed price of $0.75 for the unsecured debentures. The conversion
price is adjusted for stock splits, stock dividends, and equity issuances by the
Company.

The Company is required to reserve sufficient shares for the conversion of both
the principal and any interest and has signed a registration agreement that it
will use it's best efforts to register those shares. The registration rights
agreement does not include any penalties or other monetary remedies.

If settlement of all of the convertible debt were to have occurred on June 30,
2008 the Company would have paid up to $7,046,256 in cash or have issued up to
35,231,280 shares of common stock which would have had a market value of
$3,170,815. Over the remaining life of the outstanding convertible debt the
Company may pay for settlement up to $7,272,106 in cash or issue up to
36,360,530 shares of common stock.

NOTE 9 - RECLAMATION OBLIGATIONS

The Company became subject to and adopted SFAS No. 143, Accounting for Asset
Retirement Obligations, which establishes a uniform methodology for accounting
for estimated reclamation and abandonment costs. At December 31, 2005, the
Company recognized a reclamation liability for the estimated reclamation costs
related to the French Gulch and North Fork properties. The related costs were
expensed since neither of the properties were in production or had proven or
probable mineral reserves at the time.

The accretion of the reclamation obligation liability is recorded as a separate
operating expense in the Company's statement of operations with a corresponding
increase in the reclamation liability. Below are the reclamation obligation and
accretion details at June 30, 2008.

FRENCH GULCH
------------

In connection with the reclamation permit obtained in December 2005, the Company
estimated reclamation costs to be $71,200 based on the operating plan for the
French Gulch property. The total reclamation obligation at June 30, 2008 is
$79,710.

NORTH FORK
----------

The Company put the initial reclamation permit in place in March 2004 with a
supplemental permit in May 2005 based on its updated operating plan. In
connection with these permits, the Company estimated reclamation costs to be
$31,841 at December 31, 2005 for the North Fork property. Total reclamation
obligation at June 30, 2008 is $35,417.

The following is a description of the changes to the Company's reclamation
liability and expenses at June 30, 2008:

Estimated reclamation obligation at December 31, 2007:
  French Gulch                                                 $ 79,710
  North Fork                                                     35,417
                                                               --------
    Reclamation obligation before 2008 accretion                115,127
                                                               --------

Changes in reclamation obligation for the six month period
 ending June 30, 2008:
  French Gulch accretion expense                                     --
  North Fork accretion expense                                       --
                                                               --------
    Increase in reclamation obligation                               --
                                                               --------

Total reclamation obligation at June 30, 2008                  $115,127
                                                               ========


                                       13
<PAGE>

NOTE 10 - STOCK OPTIONS AND WARRANTS

On December 20, 2006, the Company granted 1,840,000 options exercisable for the
purchase of one share of common stock each with an exercise price when vested of
$0.50. On February 28 and May 23, 2007 the Company issued 200,000 and 75,000
additional options, respectively. During the six months ending June 30, 2008,
606,765 options expired due to voluntary termination of employees. For the year
ending December 31, 2007, immediately vested options totaled 794,722. During the
six month period ending June 30, 2008, an additional 34,169options became vested
and 169,304 vested options were canceled for a total of 710,146. The remaining
27,367 will vest completely over periods of three to thirty-five months. All
stock options have been issued under an equity compensation plan approved by the
directors and the shareholders of the Company. These stock options are not yet
registered.

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

The Company used the following assumptions in estimating fair value for the
options granted on February 28, 2007: the risk-free interest rate of 4.56%, the
volatility rate used is 72.5%; and the expected life of the options is ten
years. The Company also assumed that no dividends would be paid on common stock.

The Company used the following assumptions in estimating fair value for the
options granted on May 23, 2007: the risk-free interest rate of 4.85%, the
volatility rate used is 71.1%; and the expected life of the options is ten
years. The Company also assumed that no dividends would be paid on common stock.

At June 30, 2008, the Company had the following stock options outstanding:

                                                  Weighted
                                                  Average
                                   Options     Exercise Price
                                  ----------      --------
Outstanding December 31, 2007      1,344,278      $   0.50

Granted                                   --            --
Canceled                            (606,765)        (0.50)
Exercised                                 --
                                  ----------      --------
Outstanding on June 30, 2008         737,513      $   0.50
                                  ==========      ========
Exercisable on June 30, 2008         710,146      $   0.50
                                  ==========      ========


At June 30, 2008, the Company had the following consolidated warrants
outstanding:

------------------------------------------------------------------------
Period of Issuance           Period of Expiration        Total Warrants
------------------------------------------------------------------------
4th quarter - 2005           4th quarter - 2008               1,500,000
3rd quarter - 2006           3rd quarter - 2008               5,565,669
4th quarter - 2006           3rd quarter - 2008                 800,000
4th quarter - 2006           4th quarter - 2008               1,965,838
1st quarter - 2007           1st quarter - 2009               2,630,335
1st quarter - 2007           3rd quarter - 2008                 548,334
2nd quarter - 2007           1st quarter - 2009                 305,025
3rd quarter - 2007           3rd quarter - 2009               4,390,332
4th quarter - 2007           4th quarter - 2009               6,675,001
1st quarter -2008            1st quarter - 2010               8,883,333
------------------------------------------------------------------------
                           Total Warrants Outstanding        33,263,867
========================================================================


The following is a summary of the Company's stock warrants at June 30, 2008 and
changes during the period:


                                       14
<PAGE>

                                                      Weighted
                                                      Average
                                      Warrants     Exercise Price
                                     -----------      --------
Outstanding on December 31, 2007      56,377,763      $   0.65

Granted                               14,883,333          0.35
Canceled/Expired                     (30,397,229)         0.75
Exercised                             (7,600,000)         0.15
                                     -----------      --------

Outstanding on June 30, 2008          33,263,867      $   0.45
                                     ===========      ========


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

On May 5, 2007 and May 7, 2007, the Company amended the terms of five
outstanding warrant agreements to purchase a total of 7,600,000 shares of common
stock. The warrants were originally purchased in 2007 and 2008 as part of equity
unit sales. The original exercise prices of $.75, $.45 and $.40 per share with
various expiration dates were re-priced to $0.05 per share and were exercised in
May, 2008. Due to this modification the Company recorded a non-cash dividend of
$664,801. The Company estimated the fair value of the dividend by computing the
difference between the original and amended warrant terms at the modification
date using the Black-Scholes pricing model with the following assumptions:
dividend yield is zero percent for both original and amended; expected
volatility is 80.57%, 314.19%, 125.70%, 81.40% and 80.57%, respectively for both
original and amended; and expected lives of 621, 2, 101, 606 and 619,
respectively, for both original and amended.

NOTE 11- SIGNIFICANT EVENTS

 The following is a summary of significant events related to the Company's
 properties that have transpired during the previous years, including the
 current period ended June 30, 2008.

FRENCH GULCH (NEVADA) MINING CORP.

On May 19, 2005, the Company exercised it option with the Washington Niagara
Mining Partnership to purchase the patented and unpatented mining claims, the
mill, and other personal property included in that agreement. Upon exercise of
the option French Gulch gained all rights incident to ownership of real property
allowed by law, including the right to develop and mine the property. The
Company was in compliance with the terms of the option agreement as of December
31, 2005. The Company has a verbal agreement with the Washington Niagara Mining
Partnership to delay payments under the original terms of the option agreement.
As of June 30, 2008, the Company had delayed its December 2007 option payment of
$175,000.

The Company has staked 66 (sixty-six) unpatented claims in the French Gulch
district to properly secure and encompass areas of known gold mineralization.
The Company has named these newly staked claims, along with the Washington
-Niagara property, the "French Gulch" properties. The 66 claims staked by French
Gulch are 100%-owned by French Gulch. All claim maintenance fees and taxes were
current as of June 30, 2008.

On August 31, 2005, the Company entered an agreement with the Stump Family Trust
("Stump") giving French Gulch the exclusive right to explore, develop, and mine
the property. The property is located in Shasta County, California, adjacent to
the French Gulch property, and consists of 1 patented lode mining claim

                                       15
<PAGE>

("Colorado Quartz Mine"). The option agreement is for an initial term of ten
years and expires on July 21, 2015. The Company was in compliance with all terms
of the purchase option as of June 30, 2008.

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

All claim maintenance fees and taxes for the property were current as of June
30, 2008.

NORTH FORK MINING CORP.

The Company was in compliance with the terms of the option agreements with
Mugwump Mining and Forest Mine as of June 30, 2008. On May 27 2008 the company
and the owner amended the terms and conditions of the Lease Purchase agreement.

All claim maintenance fees and taxes for the property were current as of June
30, 2008.

ANTONE CANYON PROPERTY

The Company was in compliance with the terms of the option agreement with Antone
Canyon LLC as of June 30, 2008.

All claim maintenance fees for the property were current as of June 30, 2008.

CORCORAN CANYON MINING CORP.

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

On June 16, 2006 the Company and Silver Quest Resources LTD and Silver Quest
Resources (US) LTD (together "Silver Quest") entered into a joint venture.
Silver Quest was required to pay the Company $10,000 within five days of
execution of the agreement. Within 60 days from the date of the agreement Silver
Quest was to receive TSXV acceptance and at that time pay the Company $30,000
and 100,000 common shares of Silver Quest Resources LTD to keep the option in
good standing.

On June 30, 2008, Silver Quest terminated the agreement.

All claim maintenance fees for the property were current as of June 30, 2008.

CIMARRON MINING CORP.

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

WENBAN SPRING MINING CORP.

As of December 31, 2005, the Company has paid claim maintenance fees to the BLM
on 20 claims. Re-staking on the remaining 218 claims was completed on December
8, 2005. The Company filed and made payment in full to the BLM for all fees in
the first quarter of 2006.

On January 19, 2006, the Company entered into an option agreement with Senator
Minerals "Senator", a Vancouver based mineral exploration company (TSX-V: SNR)
for two properties, the Cortez South and the Gold Valley property, located in
Lander County. These two properties are directly adjacent to the south of the
Wenban Spring property. The Cortez South property consists of 30 mineral claims
and the Gold Valley property consists of 24 mineral claims. The terms of the
agreement include: $10,000 in cash for each property, which was paid on January
20, 2006 and 125,000 restricted shares of Bullion River common stock for each

                                       16
<PAGE>

property which were issued on May 1, 2006. Bullion River is obliged to spend
$150,000 in exploration including all maintenance fees over the next two years
in order to obtain a 51 % ownership in the claims. By spending another $200,000,
Bullion River can increase its ownership to 76 %. After that, the partners have
to spend on a $350,000 to $110,000 basis (Bullion River to Senator) or get
diluted accordingly. Once a partner has less than 10% ownership, it can elect a
three percent NSR. The properties are so-called `grassroots' properties, no
significant exploration has been done to this point.

All claim maintenance fees for the property were current as of June 30, 2008.

MISSION MINE

On June 20, 2008 the Company terminated the exploration and purchase agreements
with TKM Corporation related to the Mission Mine.

NEVADA EAGLE RESOURSES

On May 12, 2008 the Company terminated a exploration and purchase option with
Nevada Eagle Resources on 34 mining claims in Riverside and San Bernadino
countys.

NOTE 12 -INCOME TAXES

In July 2006, the FASB issued FASB Interpretation No. 48, "ACCOUNTING FOR
UNCERTAINTY IN INCOME TAXES -- AN INTERPRETATION OF FASB STATEMENT NO. 109"
("FIN 48"), which clarifies the accounting and disclosure for uncertainty in tax
positions, as defined. FIN 48 seeks to reduce the diversity in practice
associated with certain aspects of the recognition and measurement related to
accounting for income taxes. The Company is subject to the provisions of FIN 48
as of January 1, 2007, and has analyzed filing positions in all of the federal
and state jurisdictions where it is required to file income tax returns. The
Company believes that its income tax filing positions and deductions will be
sustained on audit and does not anticipate any adjustments that will result in a
material impact on the Company's financial condition, results of operations,
cash flows or net operating loss carry-forwards. Therefore, no reserves for
uncertain income tax positions have been recorded pursuant to FIN 48. In
addition, the Company did not record a cumulative effect adjustment related to
the adoption of FIN 48. The Company is subject to audit by the IRS and various
states for the prior 3 years

The Company's policy for recording interest and penalties associated with taxes
is to recognize it as a component of income tax expense.


NOTE 13 - RELATED PARTY TRANSACTIONS

No member of management, executive officer or stockholder has had any direct or
indirect interest in any transaction to which Bullion River or any of its
subsidiaries was a party with the exception of the following:

On October 23, 2006, the Company received $75,000 from Susan Jeffs, a former
Company board member, for her participation in a convertible debenture the
Company completed November 8, 2006.

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

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

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


                                       17
<PAGE>

On December 21, 2007, the Company received $75,000 from Susan Jeffs, a former
Company board member, for her participation in a unit offering the Company
completed on January 2, 2008.

On March 18, 2008 the Company issued 9,042 common shares at $0.75 per share to
Susan Jeffs, a former director of the Company, for interest owed on convertible
debt.

During the three months ended June 30, 2008, the company has purchased mining
supplies from Tim Callaway, the CEO of the Company, totaling $8,380.

During the three months ended June 30, 2008, the Company paid consulting fees
and equipment rental to Cherokee Development Corp., a company owned by Tim
Callaway, the CEO of the Company totaling $67,430.

NOTE 14 - GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred
significant operating losses since inception, and as of June 30, 2008 the
company has limited financial resources to support it until such time that it is
able to generate positive cash flow from commercial operations.

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

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

NOTE 15 - INSUFFICIENT AMOUNT OF AUTHORIZED UNISSUED SHARES

As of June 30, 2008, the Company did not have sufficient authorized unissued
shares in order to establish a reserve in its authorized share capital
sufficient to cover the conversion of its convertible debentures and the
exercise of its outstanding warrants and options. The Company has received
shareholder approval for the increase in authorized share capital from
200,000,000 shares of common stock to 750,000,000 shares of common stock. The
Company anticipates filing its certificate of amendment to its articles of
incorporation reflecting the increase in share capital on or about August 21,
2008, which is the expiration of the required twenty (20) day waiting period
under SEC Regulation 14C. Due to certain restrictions on the convertibility of
its debentures, the Company does not anticipate having a conversion of its
debentures or the exercise of any of its warrants or options resulting the
Company's inability to issue its shares due to an insufficient amount of
authorized unissued share capital.


NOTE 15 - SUBSEQUENT EVENTS

None


                                       18
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

STATEMENTS INCLUDED IN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS, AND IN FUTURE FILINGS BY THE COMPANY WITH
THE SECURITIES AND EXCHANGE COMMISSION, IN THE COMPANY'S PRESS RELEASES AND IN
ORAL STATEMENTS MADE WITH THE APPROVAL OF AN AUTHORIZED EXECUTIVE OFFICER WHICH
ARE NOT HISTORICAL OR CURRENT FACTS ARE "FORWARD-LOOKING STATEMENTS" AND ARE
SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM HISTORICAL EARNINGS AND THOSE PRESENTLY ANTICIPATED OR
PROJECTED. YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY SUCH
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE. THE FOLLOWING
IMPORTANT FACTORS, AMONG OTHERS, IN SOME CASES HAVE AFFECTED AND IN THE FUTURE
COULD AFFECT THE COMPANY'S ACTUAL RESULTS AND COULD CAUSE THE COMPANY'S ACTUAL
FINANCIAL PERFORMANCE TO DIFFER MATERIALLY FROM THAT EXPRESSED IN ANY
FORWARD-LOOKING STATEMENT: (I) THE EXTREMELY COMPETITIVE CONDITIONS THAT
CURRENTLY EXIST IN THE MARKET FOR COMPANIES SIMILAR TO THE COMPANY AND (II) LACK
OF RESOURCES TO MAINTAIN THE COMPANY'S GOOD STANDING STATUS AND REQUISITE
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. THE FOREGOING LIST SHOULD
NOT BE CONSTRUED AS EXHAUSTIVE AND THE COMPANY DISCLAIMS ANY OBLIGATION
SUBSEQUENTLY TO REVISE ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR
CIRCUMSTANCES AFTER THE DATE OF SUCH STATEMENTS OR TO REFLECT THE OCCURRENCE OF
ANTICIPATED OR UNANTICIPATED EVENTS. THE FOLLOWING DISCUSSION SHOULD BE READ IN
CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THEIR EXPLANATORY NOTES INCLUDED
AS PART OF THIS QUARTERLY REPORT.


FORWARD LOOKING STATEMENTS

The Company makes forward-looking statements in this report and may make such
statements in future filings with the Securities and Exchange Commission. The
Company may also make forward-looking statements in its press releases or other
public shareholder communications. The Company's forward-looking statements are
subject to risks and uncertainties and include information about its
expectations and possible or assumed future results of operations. When the
Company uses any of the words "believes", "expects", "anticipates", "estimates"
or similar expressions, it is making forward-looking statements.

To the extent available, the Company claims the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995 for all of its forward-looking statements. While the Company
believes that its forward-looking statements are reasonable, you should not
place undue reliance on any such forward-looking statements, which speak only as
of the date made. Because these forward-looking statements are based on
estimates and assumptions that are subject to significant business, economic and
competitive uncertainties, many of which are beyond the Company's control or are
subject to change, actual results could be materially different. Factors that
might cause such a difference include, without limitation, the following: the
Company's inability to generate sufficient cash flow to meet its current
liabilities, the inability of the Company to find suitable new acquisitions or
the expense or difficulty of integrating such acquisitions with current Company
operations, adverse results in any of the Company's material lawsuits, the
possible failure of revenues to offset additional costs associated with its new
business model, the potential lack of product acceptance, the Company's
potential inability to introduce new products to the market, the potential
failure of customers to meet purchase commitments, the potential loss of
customer relationships, the potential failure to receive or maintain necessary
regulatory approvals, the extent to which competition may negatively affect
prices and sales volumes or necessitate increased sales expenses, the failure of
negotiations to establish original equipment manufacturer agreements or
strategic alliances and the other risks and uncertainties set forth in this
report and in the section entitled "Risk Factors" and elsewhere in the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, filed
on April 15, 2008 with the Securities and Exchange Commission, as amended by the
Company's Form 10-KSB/A filed on April 17, 2008.

Other factors not currently anticipated by management may also materially and
adversely affect the Company's results of operations. Except as required by
applicable law, the Company does not undertake any obligation to publicly
release any revisions which may be made to any forward-looking statements to
reflect events or circumstances occurring after the date of this report.


COMPANY OVERVIEW

Bullion River Gold Corp. ("the Company") is a US based mining company in the
development stage. While commercial production was announced at the French Gulch
Mine by prior management the project has not achieved positive cash flow and

                                       19
<PAGE>

significant capital investment in environmental permit expansion, mine
exploration, development and equipment purchases will be necessary to determine
the future economics of the French Gulch Mine. During the quarter ending June
30, 2008 mining continued at the French Gulch Mine but at reduced rates due to
financial constraints. On April 28, 2008 over 26 employees were laid off leaving
a total site crew of approximately 20 employees. During May 2008 13 employees
were hired back and at June 30, 2008 there were 33 employees at the French Gulch
Mine. An underground diamond drilling (core drilling) program was started during
the quarter and some results are expected to be announced during the quarter
ending September 30,2008. Recovered gold grades for the quarter ending June 30,
2008 were generally lower than the prior quarter with March 2008 being our
highest grade month to date at .82 ounces of gold recovered per ton processed.
999 fine ounces of gold were recovered during the quarter ending March 31, 2008
and 638 fine ounces of gold were recovered during the quarter ending June 30,
2008. Lower grades during Q2/08 were primarily a result of processing some
stockpiled lower grade ore. This lower grade ore was processed because of a loss
in new ore production as a result of the aforementioned reduction in the labor
force at the French Gulch Mine. Average recovered grades were .755 fine ounces
per ton in Q1/08 and .443 fine ounces per ton for Q2/08. During July 2008, as
new mined ore was processed exclusively the recovered grade was .832 fine ounces
per ton. During the quarter ending June 30, 2008 the Company's other properties
were primarily on care and maintenance with minimal work performed.

LOOKING FORWARD: There can be no assurance the Company can continue to acquire
investment capital to continue operations Based upon and subject to the
availability of capital, the Company intends to increase and extend the current
underground core drilling program and increase underground mine development. The
Company intends to re-evaluate all other exploration projects we currently have
and consider the possibility of joint ventures or other means of development.

OTHER RISKS: There are additional significant risks which could affect the
future of Bullion River Gold Corp. and the development of the French Gulch Mine
including but not limited to:

         ENVIRONMENTAL PERMITS: While the Company believes it is substantially
in compliance with its major environmental permits the following permits need to
be acquired, revised, or expanded:

         1.       NPDES Permits, in process of acquiring. Allows direct
                  discharge of clean water.

         2.       Title 27 waste to land permits, in process of making
                  application to California Water Quality.

         3.       Air Quality Permit, in process of determining if we need this
                  permit and if so applying for one.

         4.       Reclamation Plan, need to update to reflect increased level of
                  activity at site. It is possible that Shasta Co. may require
                  an environmental Impact Report prior to approving revised
                  Reclamation Plan. Because of continuously changing state and
                  federal environmental laws reclamation costs could be
                  materially understated.

         There is no assurance these permits will be issued or revised which
         could have a material adverse effect on operations at the French Gulch
         Mine.

         LEGAL PROCEEDINGS: In additional to other matters disclosed under Item
1 LEGAL PROCEEDING herein the company believes that there may be other creditors
who have or are in the process of obtaining default judgments against the
company for money owed.

         The Company is technically in default for the lack of payment on the
French Gulch Mine. The sellers have verbally extended the terms however nothing
is in writing and the sellers could change their minds and notice the company of
a default.

         The company has settled and is in the process of settling labor payment
disputes with past employees who reported under payment for overtime and other
issues. The overall dollar amount of these settlements when and if made is not
known at this time but could be significant.

FORWARD GOLD SALES: The Company has not delivered gold according to the terms of
some of the forward gold sale agreements and may be noticed of default
thereunder.


                                       20
<PAGE>

SHORT TERM LOANS: The Company may be in default under the repayment terms of
some of the short term loan agreements.

SIGNIFICANT DECREASE IN MARKET PRICE OF THE STOCK: The average market price for
the companies stock has dropped significantly over the last three quarters could
cause the activation of Anti-Dilution clauses in some prior sales of securities.
This in turn could require issuing a significant number of new shares which in
turn could cause excessive dilution to existing shareholders.

SHORT TERM LACK OF MANAGEMENT: Because of a serious illness and subsequent
surgery and recuperation period for Peter Kuhn the company was without an active
Chief Executive Officer or Chief Accounting Officer for a period of 8 weeks
during Q1/08. During this time period legal notices, bills or default notices
may not have been reviewed or recorded or advanced to legal council. This could
cause delays is responding to legal notices, bills or default notices by lack of
knowledge of their existence by new management.

LACK OF PROVEN RESERVES: The Company has no proven gold reserves and therefore
relies upon the ongoing results from exploration and development to produce
gold.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2008 (Q2/08) VS. THREE MONTHS ENDED JUNE 30, 2007
(Q2/07)

During Q2/08 the Company generated $749K in revenue from the sales of precious
metals, a decrease of $174K over the same period in 2007. The revenue was offset
with cost of sales of $1.08 million for a gross loss of $329K. Gross loss for
the period is $1.23 million favorable as compared to the same period in 2007.

The Company's total operating expenses were $1.36 million for Q2/08, a favorable
decrease of $2.26 million over the same period in 2007. The decrease in total
expenses is comprised of a decrease in exploration and development expenses of
$1.11 million and a decrease in general and administrative expenses of $1.07
million and a decrease in stock based compensation of $64K.

Exploration and development expenses totaled $458K for Q2/08 as compared to
$1.58 million for the same period last year, a decrease of $1.11 million or 70%.

The decrease in net non-operating expenses of $1.15 million was primarily
attributable to gain on settlement of debt of $949K.


SIX MONTHS ENDED JUNE 30, 2008 (2008 YTD) VS. SIX MONTHS ENDED JUNE 30, 2007
(2007 YTD)

During 2008 YTD the Company generated $1.8 million in revenue from the sales of
precious metals, an increase of $561K over the same period in 2007. The revenue
was offset with cost of sales of $2.31 million for a gross loss of $474K. Gross
loss for the period is $1.44 million favorable as compared to the same period in
2007.

The Company's total operating expenses were $2.91 million for 2008 YTD, a
favorable decrease of $4.25 million over the same period in 2007. The decrease
in total expenses is comprised of a decrease in exploration and development
expenses of $2.90 million and a decrease in general and administrative expenses
of $1.24 million and a decrease in stock based compensation of $131K.

Exploration and development expenses totaled $752K for 2008 YTD as compared to
$3.66 million for the same period last year, a decrease of $2.90 million or 80%.

The decrease in net non-operating expenses of $686K was primarily attributable
to gain on settlement of debt of $1.19 million.


                                       21
<PAGE>

LIQUIDITY AND FINANCIAL CONDITION

CASH AND WORKING CAPITAL

The Company had a cash balance of $949,638 on June 30, 2008. For the six month
period ending June 30, 2008, the Company had a net cash inflow of $949,638 which
was made up of the following:

         o        The Company used $3.57 million in operating activities. This
                  operating cash outflow represents a net loss for the period of
                  $4.73 million; reduced by $962K of non-cash expenses;
                  increased by a net decrease in operating assets of $148K; and
                  reduced by an increase in operating liabilities of $49K.

         o        The Company had a cash inflow of $15K in investment
                  activities.

         o        The Company had cash inflow from financing activities totaling
                  $4.51 million from a net increase in equity of $5.40 million;
                  an increase in debt of $385K; offset by payments on short term
                  loans of $1.135 million, gross lease payments of $104K and
                  decrease in bank overdraft of $35,477.

At June 30, 2008, the Company had a working capital deficit of $13 million. The
increase in working capital of $2.79 million from December 31, 2007 was due to a
decrease in current liabilities of $1.95 million and an increase in current
assets of $0.84 million. The decrease in current liabilities is primarily
attributable to decreases in short term loans, accounts payable and accrued
liabilities, and interest payable on convertible debt, partially offset by an
increase in current portion of convertible debt. The Company has an accumulated
deficit of $49.73 million since inception and has a shareholder's deficit of
$10.43 million. The Company has no contingencies or long-term agreements except
for its commitments under its option agreements, premises, and leases.

INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY

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


ITEM 4T.  CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our previous management,
including our former chief executive officer, Peter M. Kuhn, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered
by this report. Based upon that evaluation, our chief executive officer
concluded that our disclosure controls and procedures were not effective such
that the information required to be disclosed by us in reports filed under the
Securities Exchange Act of 1934 is (a) recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms and (b)
accumulated and communicated to our management, including our chief executive
officer, as appropriate to allow timely decisions regarding disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934, as amended) during the quarter ended June 30, 2008 that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting.


                                       22
<PAGE>


ADDITIONAL DISCLOSURE CONCERNING CONTROLS AND PROCEEDURES

We currently believe that the Company has material weaknesses in its disclosure
controls and procedures. We will work in the coming weeks and months to address
such weaknesses. We believe that the out-of-pocket costs, the diversion of
management's attention from running the day-to-day operations and operational
changes caused by the need to make changes in our internal control and
procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the "Exchange Act")) could be significant and still we may
not achieve significant improvements in our internal controls and procedures. If
the time and costs associated with such compliance exceed our current
expectations, our results of operations and the accuracy and timeliness of the
filing of our annual and periodic reports may be materially adversely affected
and could cause investors to lose confidence in our reported financial
information, which could have a negative affect on the trading price of our
common stock.



                                       23
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On or around December 3, 2007, Holt of California filed a complaint in Superior
Court of California, County of Sacramento naming the Company, North Fork Mining
Corp. ("North Fork"), and Peter M. Kuhn as defendants. The complaint alleges
causes of action for breach of contract, open book account, goods rented and
delivered, and quantum valebant. The allegations of all the causes of action are
based on an alleged "Sale Charge Agreement," which the plaintiff alleges that
Bullion River and North Fork used to rent certain equipment in 2006 and 2007 for
which they have failed to make full payment. The complaint also alleges that
Peter M. Kuhn executed a personal guarantee in 2004 by which he promised to be
legally responsible for all sums and account balances due to plaintiff from
Bullion River and North Fork, including collection charges and attorney's fees
and costs. A sum of $137,855.90 is alleged to be past due, and the plaintiff
also claims entitlement to certain additional sums for repossession of the
equipment, and interest, for a total of $150,610.15. On or about February 6,
2008, the court entered a default in favor of Holt. The Company is currently
making monthly payments to Holt and trying to work out a longer term payment
plan.

On April 16, 2008, the Company and one of its subsidiaries, French Gulch Mining
Corp., received a letter written on behalf of Stuart and Bianca Bennett and
Northern California River Watch (collectively "Citizens") requesting that the
Company waive service of process to accept a complaint which has been filed
against the Company and French Gulch Mining Corp. for alleged violations of the
Federal Resource Conservation and Recovery Act ("RCRA") 42 U.S.C. ss. 6901 et
seq. at the Washington Mine site. To date, neither the Company nor French Gulch
Mining Corp. has been served with the complaint, but the Citizens have filed
their complaint seeking relief under the Federal Water Pollution Control Act (33
U.S.C. ss.1251) and under provisions of the Resource Conservation and Recovery
Act (42 U.S.C. ss.6901) for the Company's alleged contamination of soil and
groundwater near the French Gulch Mine. The Company was served with the
complaint in July 2008 and will vigorously defend the action.

The Company has received information suggesting that I-5 Rentals or Dan Hagus
("I-5") may have filed a lawsuit against it for recovery of sums allegedly owed
under an equipment lease. The Company has not been served with the alleged
complaint and hence does not have a copy or know its contents in detail. However
it understands I-5 alleges it is due approximately $265,000 under the lease. New
management has initiated dialogue with counsel for I-5 to attempt to resolve the
matter without litigation, and has been informed as of the date of this filing
that the lawsuit will be dismissed without serving the Company, in exchange for
a partial payment which has been made to I-5 and an agreement to pay the
remaining balance on an agreed-upon schedule.

ITEM 1A.  RISK FACTORS

 There are additional significant risks which could affect the future of Bullion
River Gold Corp. and the development of the French Gulch Mine including but not
limited to:

         ENVIRONMENTAL PERMITS: While the Company believes it is substantially
in compliance with its major environmental permits the following permits need to
be acquired, revised, or expanded:

                  1.       NPDES Permits, in process of acquiring. Allows direct
                           discharge of clean water.

                  2.       Title 27 waste to land permits, in process of making
                           application to California Water Quality.

                  3.       Air Quality Permit, in process of determining if we
                           need this permit and if so applying for one.

                  4.       Reclamation Plan, need to update to reflect increased
                           level of activity at site. It is possible that Shasta
                           Co. may require an environmental Impact Report prior
                           to approving revised Reclamation Plan. Because of
                           continuously changing state and federal environmental
                           laws reclamation costs could be materially
                           understated.


                                       24
<PAGE>

         There is no assurance these permits will be issued or revised which
         could have a material adverse effect on operations at the French Gulch
         Mine.

         LEGAL PROCEEDINGS: In additional to other matters disclosed under Item
1 LEGAL PROCEEDING herein the company believes that there may be other creditors
who have or are in the process of obtaining default judgments against the
company for money owed.

The company has settled and is in the process of settling labor payment disputes
with past employees who reported under payment for overtime and other issues.
The overall dollar amount of these settlements when and if made is not known at
this time but could be significant.

FORWARD GOLD SALES: The Company has not delivered gold according to the terms of
some of the forward gold sale agreements and may be noticed of default
thereunder.

SHORT TERM LOANS: The Company may be in default under the repayment terms of
some of the short term loan agreements.

SIGNIFICANT DECREASE IN MARKET PRICE OF THE STOCK: The average market price for
the companies stock has dropped significantly over the last three quarters could
cause the activation of Anti-Dilution clauses in some prior sales of securities.
This in turn could require issuing a significant number of new shares which in
turn could cause excessive dilution to existing shareholders.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended June 30, 2008, the Company issued the following
securities which were not registered under the Securities Act of 1933, as
amended (the "Securities Act") by reason of the exemption afforded under Section
4(2) of the Securities Act. Except as stated below, no underwriting discounts or
commissions were paid with respect to any of the following transactions. The
offers and sales of the following securities were exempt from the registration
requirements of the Securities Act, under Rule 506 insofar as: (1) the investor
was accredited within the meaning of Rule 501(a); (2) the transfer of the
securities were restricted by the Company in accordance with Rule 502(d); (3)
there were no more than 35 non-accredited investors in any transaction within
the meaning of Rule 506(b), after taking into consideration all prior investors
under Section 4(2) of the Securities Act within the twelve months preceding the
transaction; and (4) none of the offers and sales were effected through any
general solicitation or general advertising within the meaning of Rule 502(c).

On May 5, 2008 the Company received $250,000 in cash related to subscriptions to
purchase 5,000,000 shares of restricted common stock at $0.05 per unit in a
private offering.

On May 5, 2008 the Company received $200,000 in cash related to the exercise of
4,000,000 warrants to purchase restricted common stock at $0.05 per share.

On May 5, 2008 the Company received $2,220,000 in cash related to subscriptions
to purchase 42,400,000 shares of restricted common stock at $0.05 per unit in a
private offering.

On May 15, 2008 the Company received $370,000 in cash related to the exercise of
7,400,000 warrants to purchase restricted common stock at $0.05 per share.

On May 16, 2008 the Company received $10,000 in cash related to the exercise of
200,000 warrants to purchase restricted common stock at $0.05 per share.

On June 27, 2008 the Company issued 530,000 shares restricted common stock to
satisfy $99,175 of trade payables.

On June 27, 2008 the Company issued 4,955,000 shares restricted common stock to
satisfy forward sales of 1,166.67 fine ounces of gold.


                                       25
<PAGE>


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 27, 2008 the Company's Board of Directors and its consenting majority
stockholders adopted and approved an amendment to increase the number of the
Company's authorized shares of capital stock from 200,000,000 to 750,000,000
authorized shares of capital stock. The Company is currently in the process of
finalizing the filing of this amendment with the State of Nevada.

ITEM 5.  OTHER INFORMATION.

During the quarter of the fiscal year covered by this report, the Company
reported all information that was required to be disclosed in a report on Form
8-K.

ITEM 6.  EXHIBITS.

                 3.1     Articles of Incorporation filed as an Exhibit to the
                         Company's registration statement on Form SB-2 filed on
                         May 13, 2002, and incorporated herein by reference.

                 3.2     Bylaws filed as an Exhibit to the Company's
                         registration statement on Form SB-2 filed on May 13,
                         2002, and incorporated herein by reference.

                 3.3     Certificate of Amendment to Articles of Incorporation
                         changing the Issuer's name to Bullion River Gold Corp.
                         filed as an Exhibit to Bullion River Gold's
                         registration statement on Form 10-KSB filed on April
                         14, 2004 and incorporated herein by reference.

                 10.1    Form of Private Placement Agreement filed as an
                         attached exhibit to Bullion River Gold's Form 8-K
                         (Current Report) filed on May 16, 2008, and
                         incorporated herein by reference.

                 31.1*   Certifications pursuant to Section 302 of the
                         Sarbanes-Oxley Act of 2002.

                 31.2*   Certifications pursuant to Section 302 of the
                         Sarbanes-Oxley Act of 2002.

                 32.1*   Certifications pursuant to 18 U.S.C. Section 1350, as
                         adopted pursuant to Section 906 of the Sarbanes-Oxley
                         Act of 2002.

                 32.2*   Certifications pursuant to 18 U.S.C. Section 1350, as
                         adopted pursuant to Section 906 of the Sarbanes-Oxley
                         Act of 2002.


 * Filed Herewith.


                                       26
<PAGE>


                                   SIGNATURES

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

<TABLE>
<CAPTION>
<S>     <C>

         SIGNATURE                                   TITLE                                    DATE
         ---------                                   -----                                    ----

                              Chief Executive Officer, Secretary and Member of the       August 15, 2008
     /S/ TIM CALLAWAY                          Board of Directors
     ----------------------

                            Principal Financial Officer, and Member of the Board of      August 15, 2008
 /S/ DR. IUR. RENE JUCHLER                         Directors
 ------------------------
</TABLE>



                                       27