U.
        S.
        SECURITIES AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
   **FORM
          10-QSB/A**
  [X]  QUARTERLY
        REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934
 
 For
        the
        quarterly period ended March 31, 2006
 
 [
        ]  TRANSITION
        REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934
 
 For
        the
        transition period from ____________ to____________
 
 Commission
        File No. 333-85414
 
 BULLION
        RIVER GOLD CORP.
 (Name
        of
        Small Business Issuer in its Charter)
 
 NEVADA
              
              98-0377992(State
                  or other jurisdiction of
              
              (I.R.S.
                  Employer I.D. No.)incorporation
                  or organization)
 
 3500
        Lakeside Court, Suite 200
 Reno,
        Nevada 89509
 (Address
        of Principal Executive Office)
 
 Issuer's
        Telephone Number, including Area Code: (775)324-4881
 
 Check
        whether the Issuer (1) has filed all reports required to be filed by Sections
        13
        or 15(d) of the Exchange Act during the past 12 months (or for such shorter
        period that the Issuer was required to file such reports), and (2) has been
        subject to such filing requirements for the past 90 days.
 
 (1)
        Yes
        [X]  No
        [   ]    (2)
        Yes [X] No [  
]
 
 Indicate
        by check mark whether the Issuer is a shell company (as defined by Rule 12b-2
        of
        the Exchange Act) Yes [   ] No [X]
 
 Applicable
        Only to Issuers Involved in Bankruptcy
 Proceedings
        During the Preceding Five Years
 
 Not
        applicable.
 
 Applicable
        Only to Corporate Issuers
 
 Indicate
          the number of shares outstanding of each of the Issuer's classes of common
          stock, as of the latest practicable date: September
          20, 2006 - 58,142,970
 
 Transitional
        small business disclosure format (check one): Yes [   ] No
        [X]




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














**Bullion
                River Gold Corp.****(An
                Exploration Stage Company)****Consolidated
                Balance Sheets****As
                of March 31, 2006 and December 31, 2005****March
                31**
            
            **December
                31****2006**
            
            **2005**(Unaudited)**ASSETS**Current
                Assets:Cash
            
            $
            701,091
            
            $
            124,788Prepaids
                & Other Current
            
            
            341,647
            
            
            394,396Inventory
            
            
            88,911
            
            
            66,404Total
                Current Assets
            
            
            1,131,649
            
            
            585,588Fixed
                Assets:Fixed
                Assets
            
            
            1,524,864
            
            
            586,825Less
                Accumulated Depreciation
            
            
            (165,615
            )
            
            (102,676
            )Total
                Fixed Assets
            
            
            1,359,249
            
            
            484,149Other
                Assets:Deposits
            
            
            317,602
            
            
            440,176Total
                Other
            
            
            317,602
            
            
            440,176**Total
                Assets**
            
            **$**
            **2,808,500**
            
            **$**
            **1,509,913****LIABILITIES
                & SHAREHOLDERS' EQUITY**Current
                Liabilities:Accounts
                Payable and Accruals
            
            $
            455,902
            
            $
            309,640Other
                Current Liabilities
            
            
            16,038
            
            
            170,758Loans
                From Related Parties
            
            
            -
            
            
            13,453Current
                Portion of Capital Lease Obligations
            
            
            120,370
            
            
            63,216Total
                Current Liabilities
            
            
            592,310
            
            
            557,067Long
                Term Liabilities:Long
                Term Capital Lease Obligations
            
            
            241,031
            
            
            128,281Long
                Term Reclamation Obligations
            
            
            104,571
            
            
            103,041Total
                Long Term Liabilities
            
            
            345,602
            
            
            231,322Total
                Liabilities
            
            
            937,912
            
            
            788,389Shareholder's
                Equity:Share
                CapitalAuthorized
                200,000,000 common shares, $0.001 par value.Issued
                and outstanding 48,853,875 and 39,243,581 common shares.Common
                Shares
            
            
            48,854
            
            
            39,244Additional
                paid in Capital
            
            
            12,308,777
            
            
            8,825,579Shares
                Subscribed
            
            
            270,000
            
            
            387,500Deficit
                accumulated during the exploration stage
            
            
            (10,757,043
            )
            
            (8,530,799
            )Total
                Shareholder's Equity
            
            
            1,870,588
            
            
            721,524**Total
                Liabilities & Shareholders' Equity**
            
            **$**
            **2,808,500**
            
            **$**
            **1,509,913**




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


F-1




**Bullion
                River Gold Corporation****(An
                Exploration Stage Company)****Consolidated
                Statements of Operations****(Unaudited)**




Three
                Months Ended
                March
                  31
            
            
            From
                    Inception
                  June
                    29, 2001
                  to
                    March 31,2006
            
            
            2005
            
            
            2005Revenue:
            
            $
            -
            
            $
            -
            
            $
            -Expense:Exploration
            
            
            1,482,324
            
            
            1,051,604
            
            
            6,660,260Mill
                Operations
            
            
            32,761
            
            
            -
            
            
            32,761Salaries
                & Wages
            
            
            169,916
            
            
            139,065
            
            
            773,108Payroll
                Burden
            
            
            50,541
            
            
            23,388
            
            
            149,940Employee
                Related
            
            
            30,961
            
            
            1,318
            
            
            62,812Professional
                Fees
            
            
            145,953
            
            
            229,650
            
            
            1,104,952Consulting
            
            
            8,182
            
            
            58,770
            
            
            365,150Office
            
            
            18,560
            
            
            20,937
            
            
            112,528Travel
                Related
            
            
            61,176
            
            
            66,443
            
            
            358,511Licenses
                & Fees
            
            
            753
            
            
            623
            
            
            44,073Investor
                Communications
            
            
            116,767
            
            
            75,085
            
            
            660,030Insurance
            
            
            13,434
            
            
            21,744
            
            
            94,624Rent
            
            
            13,026
            
            
            12,922
            
            
            84,760Utilities
            
            
            12,372
            
            
            3,327
            
            
            54,257Bank
                Charges
            
            
            1,476
            
            
            2,552
            
            
            18,646Miscellaneous
            
            
            1,598
            
            
            -
            
            
            (27,921
            )Forgiveness
                of Debt
            
            
            -
            
            
            -
            
            
            (32,215
            )Accretion
            
            
            1,529
            
            
            -
            
            
            3,570Depreciation
            
            
            63,611
            
            
            11,521
            
            
            166,287Total
                Operating Expense
            
            
            2,224,940
            
            
            1,718,949
            
            
            10,686,133Other:Non-Operating
                Income
            
            
            (10,014
            )
            
            -
            
            
            (68,948
            )Interest
                Expense
            
            
            10,129
            
            
            -
            
            
            81,718Non-Operating
                Expense
            
            
            1,189
            
            
            -
            
            
            58,140Total
                Other
            
            
            1,304
            
            
            -
            
            
            70,910**NET
                LOSS FOR PERIOD**
            
            $
            **(2,226,244**
            **)**
            $
            **(1,718,949**
            **)**
            **$**
            **(10,757,043**
            **)**BASIC
                AND DILUTEDLOSS
                PER SHARE
            
            $
            (0.05
            )
            $
            (0.06
            )WEIGHTED
                AVERAGE SHARESOUTSTANDING
            
            
            45,502,911
            
            
            29,083,760





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


F-2


**Bullion
                  River Gold Corp.****(An
                  Exploration Stage Company)****Consolidated
                  Cash Flow Statements**(Unaudited)
  **Three
                    Months Ended**
                  **March
                    31**
              
              
              **From
                    Inception,**
                  **June
                    29, 2001 to****2006**
              
              
              **2005**
              
              
              **March
                  31, 2006****CASH
                  FLOW FROM OPERATING ACTIVITIES**Net
                  Loss for the Period
              
              $
              (2,226,244
              )
              $
              (1,718,948
              )
              $
              (10,757,043
              )Adjustment
                  to Reconcile net loss to net cashused
                  in operating activities:Depreciation
                  Expense
              
              
              63,611
              
              
              11,521
              
              
              166,287Accretion
                  Expense
              
              
              1,529
              
              
              -
              
              
              3,570Share
                  issue costs
              
              
              
              
              
              (59,615
              )
              
              -Gain
                  on Extinguishment of Debt
              
              
              -
              
              
              -
              
              
              (32,215
              )Loss
                  on disposal of assets
              
              
              1,189
              
              
              -
              
              
              1,189Common
                  Stock issued for services and related expense
              
              
              125,000
              
              
              -
              
              
              253,650Changes
                  in operating assets and liabilities:(Increase)
                  Decrease in Prepaids
              
              
              52,749
              
              
              (10,046
              )
              
              (341,646
              )(Increase)
                  Decrease in Accounts Receivable
              
              
              -
              
              
              (5,400
              )
              
              -(Increase)
                  Decrease in Inventory
              
              
              (22,507
              )
              
              -
              
              
              (88,911
              )(Increase)
                  Decrease in Deposits
              
              
              122,574
              
              
              -
              
              
              (317,602
              )Increase
                  (Decrease) in Accounts Payable/Accrued
              
              
              146,262
              
              
              27,414
              
              
              469,238Increase
                  (Decrease) in Other current liabilities
              
              
              (154,720
              )
              
              -
              
              
              (82,770
              )Increase
                  (Decrease) in Reclamation Obligation
              
              
              -
              
              
              -
              
              
              101,000**NET
                  CASH USED IN OPERATING ACTIVITIES**
              
              
              **(1,890,557**
              **)**
              
              **(1,755,074**
              **)**
              
              **(10,625,253**
              **)**NET
                  CASH USED IN INVESTING ACTIVITIESPurchase
                  of fixed assets
              
              
              (769,995
              )
              
              (55,467
              )
              
              (1,165,325
              )**NET
                  CASH USED IN INVESTING ACTIVITIES**
              
              
              **(769,995**
              **)**
              
              **(55,467**
              **)**
              
              **(1,165,325**
              **)**NET
                  CASH USED IN FINANCING ACTIVITIESAdvance
                  payable
              
              
              -
              
              
              -
              
              
              118,880Loans
                  from related parties
              
              
              (13,453
              )
              
              -
              
              
              -Loan
                  payable
              
              
              -
              
              
              400,000
              
              
              170,000Cash
                  proceeds from sale of common shares
              
              
              3,957,116
              
              
              3,024,985
              
              
              13,035,677Cash
                  proceeds from shares subscribed
              
              
              (242,500
              )
              
              -
              
              
              145,000Offering
                  Costs
              
              
              (464,308
              )
              
              -
              
              
              (977,888
              )**NET
                  CASH RECEIVED FROM FINANCING ACTIVITIES**
              
              
              **3,236,855**
              
              
              **3,424,985**
              
              
              **12,491,669**Effect
                  of exchange rate changes on cash
              
              
              -
              
              
              (91
              )
              
              -**INCREASE
                  IN CASH**
              
              
              **576,303**
              
              
              **1,614,353**
              
              
              **701,091**CASH,
                  BEGINNING OF THE PERIOD (January 1)
              
              
              124,788
              
              
              273,331
              
              
              -**CASH,
                  END OF PERIOD**
              
              **$**
              **701,091**
              
              **$**
              **1,887,684**
              
              **$**
              **701,091**
  The
        accompanying notes are an integral part of these financial
        statements.
 F-3






**BULLION
                  RIVER GOLD CORP.****CONSOLIDATED
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE
                  INCOME
                  (LOSS)****For
                  the period from Inception June 29, 2001 to March 31,
                  2006****Common
                  Stock**
                **Issued**
              
              
              
              **Common
                  Shares Subscribed**
              
              **Deficit**
                **Accumulated**
              
              **Accumulated**
                **Other**
                **Compre-****Number******
              
              
              
              **Additional**
              
              **Number**
              
              
              
              **During
                  the******
              
              **hensive****of**
                **Shares**
              
              **Amount**
              
              **Paid
                  in**
                **Capital**
              
              **of**
                  Shares
              
              **Amount**
              
              **Development**
                **Stage**
              
              **Income**
                **(Loss)**
              
              **Total****Balance,
                  June 29, 2001**
              
              
              -
              
              $
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              $
              -Issuance
                  of common sharesfor
                  cash, August 8, 2001
              
              
              1,000,000
              
              
              1,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              1,000Issuance
                  of common sharesfor
                  cash, December 6, 2001
              
              
              1,400,000
              
              
              1,400
              
              
              12,600
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              14,000Net
                  loss, for the twelve monthperiod
                  ended, December 31, 2001
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,000
              )
              
              -
              
              $
              (1,000
              )**Balance,
                  December 31, 2001**
              
              
              **2,400,000**
              
              
              **2,400**
              
              
              **12,600**
              
              
              **-**
              
              
              **-**
              
              
              **(1,000**
              **)**
              
              **-**
              
              **$**
              **14,000**Issuance
                  of common shares forcash,
                  November 26 to
                December
                  16, 2002
              
              
              208,500
              
              
              208
              
              
              20,642
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              20,850Net
                  loss, for the twelve monthperiod
                  ended, December 31, 2002
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (43,348
              )
              
              -
              
              $
              (43,348
              )**Balance,
                  December 31, 2002**
              
              
              **2,608,500**
              
              
              **2,608**
              
              
              **33,242**
              
              
              **-**
              
              
              **-**
              
              
              **(44,348**
              **)**
              
              **-**
              
              **$**
              **(8,498**
              **)**Issuance
                  of common sharesfor
                  cash, January 7, 2003
              
              
              95,000
              
              
              95
              
              
              9,405
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              9,500Issuance
                  of common sharesfor
                  cash, January 9, 2003
              
              
              80,000
              
              
              80
              
              
              7,920
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              8,000Issuance
                  of common sharesfor
                  cash, February 7, 2003
              
              
              110,000
              
              
              110
              
              
              10,890
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              11,000Issuance
                  of common sharesfor
                  cash, February 18, 2003
              
              
              106,500
              
              
              107
              
              
              10,543
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              10,650Commons
                  shares cancelled,December
                  2, 2003
              
              
              (2,000,000
              )
              
              (2,000
              )
              
              2,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              -Issuance
                  of nine for one commonstock
                  dividend, December 9, 2003
              
              
              9,000,000
              
              
              9,000
              
              
              (9,000
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              -Net
                  loss, for the twelve monthperiod
                  ended, December 31, 2003
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (101,215
              )
              
              -
              
              $
              (101,215
              )**Balance,
                  December 31, 2003**
              
              
              **10,000,000**
              
              
              **10,000**
              
              
              **65,000**
              
              
              **-**
              
              
              **-**
              
              
              **(145,563**
              **)**
              
              **-**
              
              **$**
              **(70,563**
              **)**Issuance
                  of one and one half forone
                  common stock dividend, January 13, 2004
              
              
              15,000,003
              
              
              15,000
              
              
              (15,000
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              -Issuance
                  of common shares forfinders
                  fee, March 18, 2004
              
              
              25,000
              
              
              25
              
              
              28,725
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              28,750Issuance
                  of common shares forconsulting
                  fees, March 18, 2004
              
              
              30,000
              
              
              30
              
              
              34,470
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              34,500Issuance
                  of common shares forproperty
                  option payment,
                March
                  18, 2004
              
              
              30,000
              
              
              30
              
              
              34,470
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              34,500Common
                  stock subscribed
                January
                  19, 2004
              
              
              -
              
              
              -
              
              
              -
              
              
              125,000
              
              
              125,000
              
              
              -
              
              
              -
              
              $
              125,000Common
                  stock subscribed
                March
                  25, 2004
              
              
              -
              
              
              -
              
              
              -
              
              
              850,000
              
              
              850,000
              
              
              -
              
              
              -
              
              $
              850,000
 The
            accompanying notes are an integral part of these financial
            statements.
 F-4
  **BULLION
                      RIVER GOLD CORP.****CONSOLIDATED
                      STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE
                      INCOME
                      (LOSS)****For
                      the period from Inception June 29, 2001 to March 31,
                      2006****(continued)**
 **Common
                      Stock**
                    **Issued**
                  
                  
                  
                  
                  
                  **Common
                      Shares
                      Subscribed**
                  
                  
                  **Deficit**
                    **Accumulated**
                  
                  
                  **Accumulated**
                    **Other**
                    **Compre-****Number**
                  
                  
                  
                  
                  
                  **Additional**
                  
                  
                  **Number**
                  
                  
                  
                  
                  
                  **During
                        the**
                  
                  
                  **hensive****of**
                    **Shares**
                  
                  
                  **Amount**
                  
                  
                  **Paid
                        in**
                      Capital
                  
                  
                  **of**
                    **Shares**
                  
                  
                  **Amount**
                  
                  
                  **Development**
                      Stage
                  
                  
                  **Income**
                    **(Loss)**
                  
                  
                  **Total**Issuance
                      of 850,000 units for cash,Reg
                      S, April 15, 2004
                  
                  
                  850,000
                  
                  
                  850
                  
                  
                  849,150
                  
                  
                  (850,000
                  )
                  
                  (850,000
                  )
                  
                  -
                  
                  
                  -
                  
                  $
                  -Issuance
                      of 125,000 units for cash,
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  -Reg
                      S, April 30, 2004
                  
                  
                  125,000
                  
                  
                  125
                  
                  
                  124,875
                  
                  
                  (125,000
                  )
                  
                  (125,000
                  )
                  
                  -
                  
                  
                  -
                  
                  $
                  -Issuance
                      of common shares for
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  -consulting
                      fees, July 20, 2004
                  
                  
                  30,000
                  
                  
                  30
                  
                  
                  30,870
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  30,900Issuance
                      of 50,000 units for cash,
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  -Reg
                      S, July 20, 2004
                  
                  
                  50,000
                  
                  
                  50
                  
                  
                  49,950
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  50,000Issuance
                      of 200,000 units for debt,
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  -Reg
                      S, September 16, 2004
                  
                  
                  200,000
                  
                  
                  200
                  
                  
                  199,800
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  200,000Issuance
                      of 93,334 units for debt,
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  -Reg
                      S, September 29, 2004
                  
                  
                  93,334
                  
                  
                  94
                  
                  
                  69,906
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  70,000Issuance
                      of 1,000,001 units for cash,
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  -Reg
                      S, September 29, 2004
                  
                  
                  1,000,001
                  
                  
                  1,000
                  
                  
                  749,000
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  750,000Issuance
                      of 299,000 units for cash,
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  -Reg
                      S, November 16, 2004
                  
                  
                  299,000
                  
                  
                  299
                  
                  
                  223,951
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  224,250Issuance
                      of 183,333 units for cash,
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  -Reg
                      D, December 9, 2004
                  
                  
                  183,333
                  
                  
                  183
                  
                  
                  135,817
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  136,000Issuance
                      of 2,000 shares for finders
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  -fees,
                      Reg D, December 9, 2004
                  
                  
                  2,000
                  
                  
                  2
                  
                  
                  1,498
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  1,500Issuance
                      of 501,333 units for cash,
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  -Rule
                      144, December 29, 2004
                  
                  
                  501,333
                  
                  
                  501
                  
                  
                  317,384
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  317,885Issuance
                      of 25,000 units for cash,
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  -Reg
                      S, December 22, 2004
                  
                  
                  25,000
                  
                  
                  25
                  
                  
                  18,725
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  18,750Net
                      loss, for the twelve monthperiod
                      ended, December 31, 2004
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (2,965,185
                  )
                  
                  -
                  
                  $
                  (2,965,185
                  )Foreign
                      currency translation
                    adjustments
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (1,186
                  )
                  $
                  (1,186
                  )Issuance
                    of 50,000 units for cash,Reg
                      S, July 20, 2004
                  
                  
                  50,000
                  
                  
                  50
                  
                  
                  49,950
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  50,000Issuance
                    of 200,000 units for debt,Reg
                      S, September 16, 2004
                  
                  
                  200,000
                  
                  
                  200
                  
                  
                  199,800
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  200,000Issuance
                    of 93,334 units for debt,Reg
                      S, September 29, 2004
                  
                  
                  93,334
                  
                  
                  94
                  
                  
                  69,906
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  70,000Issuance
                    of 1,000,001 units for cash,Reg
                      S, September 29, 2004
                  
                  
                  1,000,001
                  
                  
                  1,000
                  
                  
                  749,000
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  750,000Issuance
                    of 299,000 units for cash,Reg
                      S, November 16, 2004
                  
                  
                  299,000
                  
                  
                  299
                  
                  
                  223,951
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  224,250Issuance
                    of 183,333 units for cash,Reg
                      D, December 9, 2004
                  
                  
                  183,333
                  
                  
                  183
                  
                  
                  135,817
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  136,000Issuance
                    of 2,000
                    shares for findersfees,
                      Reg D, December 9, 2004
                  
                  
                  2,000
                  
                  
                  2
                  
                  
                  1,498
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  1,500Issuance
                    of 501,333 units for cash,Rule
                      144, December 29, 2004
                  
                  
                  501,333
                  
                  
                  501
                  
                  
                  317,384
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  317,885Issuance
                    of 25,000 units for cash,Reg
                    S, December 22, 2004
                  
                  
                  25,000
                  
                  
                  25
                  
                  
                  18,725
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  18,750Net
                    loss, for the twelve monthperiod
                      ended, December 31, 2004
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (2,965,185
                  )
                  
                  -
                  
                  $
                  (2,965,185
                  )Foreign
                    currency translation
                    adjustments
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (1,186
                  )
                  $
                  (1,186
                  )
  The
                accompanying notes are an integral part of these financial
                statements.
 F-5
 **BULLION
                      RIVER GOLD CORP.****CONSOLIDATED
                      STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE
                      INCOME
                      (LOSS)****For
                      the period from Inception June 29, 2001 to March 31,
                      2006****(continued)******
  **Common
                  Stock**
                **Issued**
              
              
              
              
              
              **Common
                  Shares
                  Subscribed**
              
              
              **Deficit**
                **Accumulated**
              
              
              **Accumulated**
                **Other**
                **Compre-****Number**
              
              
              
              
              
              **Additional**
              
              
              **Number**
              
              
              
              
              
              **During
                    the**
              ****
              
              **hensive****of**Shares
              
              
              **Amount**
              
              
              **Paid
                    in**
                  Capital
              
              
              **of**
                **Shares**
              
              
              **Amount**
              
              
              **Development**
                  Stage
              
              
              **Income**
                **(Loss)**
              
              
              **Total****Balance,
                  December 31, 2004**
              
              
              **28,444,004**
              
              
              **28,444**
              
              
              **2,918,591**
              
              
              **-**
              
              
              **-**
              
              
              **(3,110,748**
              **)**
              
              **(1,186**
              **)**
              **$**
              **(164,899**
              **)**Issuance
                  of 290,000 units for  cashReg
                  D, Feb 2, 2005
              
              
              290,000
              
              
              290
              
              
              217,210
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              $
              217,500Issuance
                  of 50,000 units for  cash
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              -Reg
                  S, February 16, 2005
              
              
              50,000
              
              
              50
              
              
              37,450
              
              
              -
              
              
              -
              
              
              **-**
              
              
              **-**
              
              $
              37,500Issuance
                  of 481,000 units for cash
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              -Reg
                  S, March 22, 2005
              
              
              481,000
              
              
              481
              
              
              360,269
              
              
              -
              
              
              -
              
              
              **-**
              
              
              **-**
              
              $
              360,7503,390,599
                  Units Subscribed duringFebruary
                  and March 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              3,390,599
              
              
              2,542,951
              
              
              **-**
              
              
              **-**
              
              $
              2,542,951Share
                  issue costs incurred duringFebruary
                  and March 2005
              
              
              -
              
              
              -
              
              
              (193,330
              )
              
              -
              
              
              -
              
              
              **-**
              
              
              **-**
              
              $
              (193,330
              )Common
                  stock issued April 29, 2005
              
              
              1,796,673
              
              
              1,797
              
              
              1,345,704
              
              
              (1,796,673
              )
              
              (1,347,501
              )
              
              **-**
              
              
              **-**
              
              $
              -Common
                  stock issued May 2, 2005
              
              
              1,437,236
              
              
              1,437
              
              
              1,076,488
              
              
              (1,437,236
              )
              
              (1,077,925
              )
              
              **-**
              
              
              **-**
              
              $
              -Common
                  stock issued May 5, 2005
              
              
              466,668
              
              
              467
              
              
              349,533
              
              
              (156,690
              )
              
              (117,525
              )
              
              **-**
              
              
              **-**
              
              $
              232,475Share
                  Issue costs incurred during
                Q2
              
              
              
              
              
              
              
              
              (7,600
              )
              
              
              
              
              
              
              
              
              
              
              
              
              $
              (7,600
              )Common
                  stock issued October 18,
                2005
                  for
                  Cash
              
              
              1,790,000
              
              
              1,790
              
              
              893,210
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              895,000Common
                  stock issued October 20,
                2005
                  for
                  Cash
              
              
              464,000
              
              
              464
              
              
              231,536
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              232,000Common
                  stock subscribed October
                31,
                  2005 for
                  services rendered
              
              
              -
              
              
              -
              
              
              -
              
              
              75,000
              
              
              37,500
              
              
              -
              
              
              -
              
              $
              37,500Common
                  stock issued November 28,
                2005
                  for
                  Cash
              
              
              1,244,000
              
              
              1,244
              
              
              620,756
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              622,000Common
                  stock issued December 16,
                2005
                  for
                  Cash
              
              
              2,780,000
              
              
              2,780
              
              
              1,387,220
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              1,390,000Common
                  stock subscribed
                December
                  16, 2005 for
                  Cash
              
              
              -
              
              
              -
              
              
              -
              
              
              400,000
              
              
              200,000
              
              
              -
              
              
              -
              
              $
              200,000Common
                  stock subscribed
                December
                  29, 2005 for
                  Cash
              
              
              -
              
              
              -
              
              
              -
              
              
              50,000
              
              
              25,000
              
              
              -
              
              
              -
              
              $
              25,000Common
                  stock subscribed
                December
                  31, 2005 for
                  services
                rendered
              
              
              -
              
              
              -
              
              
              -
              
              
              250,000
              
              
              125,000
              
              
              -
              
              
              -
              
              $
              125,000Share
                  Issue costs incurred during
                Q4
              
              
              -
              
              
              -
              
              
              (411,458
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              (411,458
              )Foreign
                  currency translation
                adjustments
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,186
              
              $
              1,186Net
                      Loss for the twelve month
                    period
                        ended, December 31, 2005
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (5,420,051
              )
              
              
              
              $
              (5,420,051
              )


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


F-6




**BULLION
                    RIVER GOLD CORP.****CONSOLIDATED
                    STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE
                    INCOME
                    (LOSS)****For
                    the period from Inception June 29, 2001 to March 31,
                    2006****(continued)******
  **Common
                  Stock**
                **Issued**
              
              
              
              
              
              **Common
                  Shares
                  Subscribed**
              
              
              **Deficit**
                **Accumulated**
              
              
              **Accumulated**
                **Other**
                **Compre-****Number**
              
              
              
              
              
              **Additional**
              
              
              **Number**
              
              
              
              
              
              **During
                    the**
              
              
              **hensive****of**Shares
              
              
              **Amount**
              
              
              **Paid
                    in**Capital
              
              
              **of**
                **Shares**
              
              
              **Amount**
              
              
              **Development**Stage
              
              
              **Income**
                **(Loss)**
              
              
              **Total****Balance
                  December 31,****2005**
              
              
              **39,243,581**
              
              
              **39,244**
              
              
              **8,825,579**
              
              
              **775,000**
              
              
              **387,500**
              
              
              **(8,530,799**
              **)**
              
              **-**
              
              **$**
              **721,524**Common
                  stock issued January
                3,2006
                  for
                  cash (Unaudited)
              
              
              450,000
              
              
              450
              
              
              224,550
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              225,000Common
                  stock issued January 18,
                2006
                  for
                  cash (Unaudited)
              
              
              50,000
              
              
              50
              
              
              24,950
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              25,000Common
                  stock issued January 19,
                2006
                  for
                  cash (Unaudited)
              
              
              50,000
              
              
              50
              
              
              24,950
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              25,000Common
                  stock subscribed in
                January
                  in exchange for
                  property purchase option (Unaudited)
              
              
              -
              
              
              -
              
              
              -
              
              
              250,000
              
              
              125,000
              
              
              -
              
              
              -
              
              $
              125,000Common
                  stock issued January 23,
                2006
                  for
                  cash (Unaudited)
              
              
              6,644,000
              
              
              6,644
              
              
              3,315,356
              
              
              (775,000
              )
              
              (387,500
              )
              
              -
              
              
              -
              
              $
              2,934,500Common
                  stock issued January 23,
                2006
                  for services rendered
              
              
              325,000
              
              
              325
              
              
              162,175
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              162,500Common
                  stock issued January 23,
                2006
                  related to anti-dilution clauses in prior offerings (Unaudited)
              
              
              2,091,294
              
              
              2,091
              
              
              (2,091
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              -Common
                  stock subscribed January
                23,
                  2006 for cash (Unaudited)
              
              
              -
              
              
              -
              
              
              -
              
              
              90,000
              
              
              45,000
              
              
              -
              
              
              -
              
              $
              45,000Common
                  stock subscribed February
                8,
                  2006 for
                  cash (Unaudited)
              
              
              -
              
              
              -
              
              
              -
              
              
              100,000
              
              
              50,000
              
              
              -
              
              
              -
              
              $
              50,000Common
                  stock subscribed March
                23,
                  2006 for
                  cash (Unaudited)
              
              
              -
              
              
              -
              
              
              -
              
              
              100,000
              
              
              50,000
              
              
              -
              
              
              -
              
              $
              50,000Share
                  Issue costs incurred during
                Q1
                  (Unaudited)
              
              
              -
              
              
              -
              
              
              (365,500
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              (365,500
              )Warrants
                    issued to satisfy finders'
                  fee
                    obligations (Unaudited)
              
              
              -
              
              
              -
              
              
              98,808
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              $
              98,808Net
                  Loss for the three month period
                ended,
                  March 31, 2006 (Unaudited)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,226,244
              )
              
              -
              
              $
              (2,226,244
              )**Balance
                  March 31, 2006**
                **(Unaudiated)**
              
              
              **48,853,875**
              
              **$**
              **48,854**
              
              **$**
              **12,308,777**
              
              
              **540,000**
              
              **$**
              **270,000**
              
              **$**
              **(10,757,043**
              **)**
              **$**
              **-**
              
              **$**
              **1,870,588**
 The
          accompanying notes are an integral part of these financial
          statements.
 F-7




**BULLION
      RIVER GOLD CORP.**


**(An
      Exploration Stage Company)**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2006**








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





**NATURE
      OF OPERATIONS**


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





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




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


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




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





On
      January 20, 2004, the company changed its name to “Bullion River Gold Corp.”
Bullion River has an authorized capital of 200,000,000 common shares with a
      par
      value of $0.001. As of March 31, 2006, there were 48,853,875 common shares
      issued and outstanding.








**BASIS
      OF PRESENTATION**


The
      accompanying unaudited consolidated financial statements included herein have
      been prepared in accordance with accounting principles generally accepted in
      the
      United States of America for interim financial information and with the
      instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly,
      they
      do not include all the information and footnotes required by accounting
      principles generally accepted in the United States of America for complete
      financial statements. In the opinion of management, all adjustments (consisting
      of normal recurring accruals) considered necessary for a fair presentation
      have
      been included. Operating results for the three month periods ended March 31,
      2006 and 2005 are not necessarily indicative of the results that may be expected
      for any interim period or the entire year. For further information, these
      consolidated financial statements and the related notes should be read in
      conjunction with the company’s audited financial statements for the year ended
      December 31, 2005 included in the company’s annual report on Form
      10-KSB.





Certain
      balances in the 2006 consolidated financial statements have been reclassified
      to
      conform to the 2005 consolidated financial statement presentation.





F-8


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





A
      summary
      of the Company’s significant accounting policies is included in the Company’s
      2005 Annual Report. Additional significant accounting policies which affect
      the
      Company or which have been developed since December 31, 2005 are summarized
      below:





**EXPLORATION
      STAGE ACTIVITIES**


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




**PRINCIPLES
      OF CONSOLIDATION**


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





**INVENTORIES**


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





**ACCOUNTING
      ESTIMATES**


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





**CONCENTRATION
      OF CREDIT RISK**


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





**REVENUE
      RECOGNITION**


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





**INCOME
      TAXES**


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





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


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





**LEASES**


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





Other
      leases are accounted for as capital leases.





F-9


**FIXED
      ASSETS**


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





Furniture
            3-5
                yearsEquipment
            2
                to 7 yearsTelephone
                System
            5
                yearsComputer
                Hardware
            3
                yearsComputer
                Software
            2
                years





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





**COMPREHENSIVE
      INCOME**


Comprehensive
      income reflects changes in equity that result from transactions and economic
      events from non-owner sources. Comprehensive income for the current period
      represents foreign currency translation items associated with the Company’s
      accounts payable.





**MINERAL
      PROPERTY OPTION PAYMENTS AND EXPLORATION COSTS**


The
      Company will expense all 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
      quarter ended March 31, 2006.





**CLOSURE,
      RECLAMATION AND REMEDIATION COSTS**


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





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





F-10


**STOCK
      OPTIONS**


In
      December 2004, the Financial Accounting Standard Board (“FASB”) issued SFAS
      123R, “Share-Based Payments” (“SFAS No. 123R”), a revision of SFAS No. 123,
“Accounting for Stock-Based Compensation” (“SFAS No. 123”), which requires
      companies to measure all employee stock-based compensation awards using a fair
      value method and record such expense in their financial statements. The Company
      adopted this standard effective January 1, 2006 and elected the
      modified-prospective transition method. Under the modified-prospective
      transition method, awards that are granted, modified, repurchased or cancelled
      after the date of adoption should be measured and accounted for in accordance
      with SFAS No. 123R. Because the Company had no options outstanding as of March
      31, 2006 there is no charge attributable to the periods ended March 31, 2006
      and
      March 31, 2005.








**NOTE
      3 - CONTINGENCIES**





As
      shown
      in the accompanying financial statements, the Company has incurred significant
      operating losses since inception, and as of March 31, 2006, the Company has
      limited financial resources to support it until such time that it is able to
      generate positive cash flow from operations. The Company’s ability to achieve
      and maintain profitability and positive cash flow is dependent upon its ability
      to locate a profitable mineral property, generate revenues from its planned
      business operations, and control exploration costs. The Company has been
      focusing on implementing its business plan and additional financing will be
      required by the Company to fund its exploration programs and to support
      operations. Management plans to fund its future operations through private
      placement offerings, private loans, and revenue derived from bulk sampling
      at
      French Gulch. Management plans to mitigate its losses by abandoning projects
      that do not meet management’s specification for mineralization or do not have
      large tonnage potential. However, there is no assurance that the Company will
      be
      able to obtain additional financing from investors or private lenders. There
      is
      no assurance that the Company will be able to generate revenues in the future.
      There is no assurance that they will be able to find projects meeting their
      specifications for mineralization or that the projects will have large tonnage
      potential. There is no assurance that the Company will commence commercial
      production should they find projects meeting their specification. The financial
      statements do not include any adjustments that might result from the outcome
      of
      those uncertainties.








**NOTE
      4 - RECLAMATION ASSET AND OBLIGATION**





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





The
      accretion of the reclamation obligation has been recorded as a separate
      operating expense in the Company's statement of operations with a corresponding
      increase in the reclamation liability. Below are the reclamation obligation
      and
      accretion entries as March 31, 2006.





French
      Gulch





In
      connection with the new reclamation permit obtained in December 2005, the
      Company estimated reclamation costs to be $71,200 based on the new operating
      plan for the French Gulch property. At an accretion rate of 6%, the Company
      expensed $1,089 for the quarter ended March 31, 2006. The total reclamation
      obligation as of March 31, 2006 is $72,289.





F-11


North
      Fork




The
      Company put the initial reclamation permit in place in March 2004 with a
      supplemental permit in May 2005 based on its updated operating plan. In
      connection with these permits, the Company estimated reclamation costs to be
      $31,841 as of December 31, 2005 for the North Fork property. At an accretion
      rate of 6%, the Company expensed $441 for the quarter ended March 31, 2006.
      Total reclamation obligation as of March 31, 2006 is $32,282.





The
      following is a description of the changes to the Company's reclamation liability
      and expenses as of March 31, 2006:





Estimated
                Reclamation Expense as December 31, 2005 (Exploration)French
                Gulch
            
            $
            71,200North
                Fork
            
            $
            31,841Reclamation
                Obligation subtotal before Accretion
            
            $
            103,041Reclamation
                Obligation
            
            
            
            
            $
            (103,041
            )March
                2006 changes to ReclamationFrench
                Gulch Accretion Expense
            
            $
            1,089North
                Fork Accretion Expense
            
            $
            441Increase
                to Reclamation Obligation
            
            
            
            
            $
            (1,530
            )Total
                Reclamation Obligation
            
            
            
            
            $
            (104,571
            )








**NOTE
      5 - COMMON STOCK**





In
      October 2005,
      Bullion River Gold authorized the issuance of up to 10,000,000 units at an
      offering price of $0.50 per unit. Each unit consisted of one restricted share
      of
      common stock and one restricted warrant. Each restricted warrant is convertible
      into one restricted share of common stock. The restricted warrant was
      exercisable for two years at an exercise price of $0.75 per warrant. The value
      of the units was arbitrarily set by Bullion River Gold and had no relationship
      to its assets, book value, revenues or other established criteria of value.
      All
      the restricted units issued in this offering were issued for investment purposes
      in a “private transaction”.





On
      January 3, 2006, the Company issued 400,000 restricted units to one subscriber
      from shares subscribed on December 16, 2005 in the amount of $200,000 as part
      of
      the $0.50 unit offering.





On
      January 3, 2006, the Company issued 50,000 restricted units to one subscriber
      from shares subscribed on December 29, 2005 in the amount of $25,000 as part
      of
      the $0.50 unit offering.





On
      January 18, 2006, the Company raised $25,000 in cash from the $0.50 unit
      offering and issued 50,000 restricted units to one subscriber.





On
      January 19, 2006, the Company raised $25,000 in cash from the $0.50 unit
      offering and issued 50,000 restricted units to one subscriber.





F-12


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
      Bullion River’s Wenban Spring property. The Cortez South property consists of 30
      mineral claims and the Gold Valley property consists of 24 mineral claims.
      The
      Company paid $10,000 for each property option on January 20, 2006. Also, as
      part
      of this agreement, the Company will be issuing 125,000 shares of restricted
      common stock to Senator for each property option for a total of 250,000
      shares.





On
      January 23, 2006, the Company raised $3,332,000 in cash from the $0.50 unit
      offering 6,644,000 restricted units to 23 subscribers.





On
      January 23, 2006, the Company issued 115,000 restricted units at $0.50 per
      unit
      under Reg S for investor communication services in Switzerland related to a
      3 rd party
      contract for a period of 12 months ending December 6, 2006. The value of these
      services is equal to $57,500, which will be expensed monthly in the amount
      of
      $4,792.





On
      January 23, 2006, the Company issued 135,000 restricted units at $0.50 per
      unit
      under Reg S for investor communication services related in Switzerland to a
      3 rd party
      contract for a period of 12 months ending December 6, 2006. The value of these
      services is equal to $67,500, which will be expensed monthly in the amount
      of
      $5,625.




On
      January 23, 2006, the Company issued 75,000 restricted units at $0.50 per unit
      under Reg D for investor communication services related to the terms of a
      3 rd party
      contract termination in December 2005.





On
      January 23, 2006, the Company issued 2,091,294 restricted units at $0.50 per
      unit under certain anti-dilution clauses from a prior private
      offering.





On
      January 23, 2006, the Company raised $45,000 for 90,000 shares subscribed at
      $0.50 per unit, but not issued.





On
      February 8, 2006, the Company raised $50,000 for 100,000 shares subscribed
      at
      $0.50 per unit, but not issued.





On
      March
      23, 2006, the Company raised $50,000 for 100,000 shares subscribed at $0.50
      per
      unit, but not issued.





The
      Company paid $365,500 in finder fees for monies raised during the 1 st quarter
      2006.





F-13


**NOTE
      6 - STOCK OPTIONS AND WARRANTS**





At
      March
      31, 2006, the Company had zero stock options outstanding. At March 31, 2006,
      the
      Company had the following warrants outstanding:





**CONSOLIDATED
                WARRANTS OUTSTANDING****As
                of March 31, 2006**Warrant
                Date
            Total
                Warrants
            Expiry
                Date15-Apr-04
            850,000
            15-Apr-0730-Apr-04
            125,000
            30-Apr-0720-Jul-04
            50,000
            20-Jul-0729-Sep-04
            1,293,335
            29-Sep-0716-Nov-04
            368,333
            16-Nov-0710-Dec-04
            368,666
            10-Dec-0716-Dec-04
            126,934
            16-Dec-0730-Dec-04
            1,002,666
            30-Dec-075-Jan-05
            25,000
            5-Jan-082-Feb-05
            490,000
            2-Feb-0816-Feb-05
            50,000
            16-Feb-0822-Mar-05
            481,000
            22-Mar-0814-Apr-05
            310,560
            14-Apr-0829-Apr-05
            3,417,613
            29-Apr-082-May-05
            2,309,393
            2-May-085-May-05
            933,336
            5-May-0818-Oct-05
            1,790,000
            18-Oct-0720-Oct-05
            464,000
            20-Oct-0728-Nov-05
            1,244,000
            28-Nov-0716-Dec-05
            2,780,000
            16-Dec-073-Jan-06
            450,000
            3-Jan-0818-Jan-06
            50,000
            18-Jan-0819-Jan-06
            50,000
            19-Jan-0823-Jan-06
            8,000,300
            23-Jan-08Total
            27,030,136





F-14


The
      Company was obligated under certain anti-dilution provisions set forth in the
      common stock purchase warrants issued in connection with a prior private
      offering to reduce the exercise price of the warrants issued in connection
      with
      that prior private offering and increase the number of warrant shares issuable
      to the purchasers accordingly:





·
            The
                Company issued 3,986,689 warrants associated with Reg D
                subscriptions.


·
            The
                Company issued 138,222 warrants associated with Reg S
                subscriptions.





A
      summary
      of the Company’s stock warrants as of March 31, 2006 and changes during the
      years of 2006, 2005, and 2004 are presented below:





Original
                Shares
            
            
            Shares
            
            
            Anti-dilution
                Shares
            
            
            WeightedAverage

                Exercise
                  PriceOutstanding,
                December 31, 2003
            
            
            -
            
            
            -
            
            
            -
            
            $
            -Granted
                through equity financing.
            
            
            3,367,468
            
            
            817,466
            
            
            4,184,934
            
            $
            1.13Outstanding,
                December 31, 2004
            
            
            3,367,468
            
            
            817,466
            
            
            4,184,934
            
            $
            1.13Granted
                through equity financing.
            
            
            11,612,757
            
            
            2,682,145
            
            
            14,294,902
            
            $
            0.70Outstanding,
                December 31, 2005
            
            
            14,980,225
            
            
            3,499,611
            
            
            18,479,836
            
            $
            0.83Granted
                through equity financing.
            
            
            8,550,300
            
            
            -
            
            
            8,550,300
            
            $
            0.74Outstanding,
                March 31, 2006
            
            
            23,530,525
            
            
            3,499,611
            
            
            27,030,136
            
            $
            0.80








**NOTE
      7 - MINERAL PROPERTY OPTIONS**





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





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





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


On
      June
      23, 2004, the Company entered into a letter agreement whereby they proposed
      to
      acquire a 100% interest in the Washington Niagara Mining Partnership (the "WN
      Partnership") by acquiring all of the outstanding partnership units for an
      aggregate purchase price of $1,500,000. The property is located in Shasta County
      in California and consists of 28 patented and 27 unpatented lode mining claims
      ("Washington Niagara Property").





During
      2004, the Company paid a non-refundable deposit of $10,000, which allowed them
      to perform due diligence and a comprehensive feasibility audit on the property
      until September 30, 2004.





F-15


On
      October 6, 2004 the Company entered into a formal exploration agreement, with
      option to purchase, whereby their exclusive right to explore the Washington
      Niagara Property was extended to September 30, 2005. Under the terms of this
      agreement, the Company is required to pay $15,000 in outstanding county taxes,
      option payments of $50,000 on each of June 1 and August 1, 2005, to pay all
      State and Federal claim and maintenance fees and to carry liability insurance
      of
      $1 million. The option to purchase can be exercised at any time up to October
      1,
      2005. If French Gulch exercises its option, it is required to make bimonthly
      option payments of $50,000 until production commences. Once production commences
      French Gulch will be required to make bimonthly payments of $175,000. Ownership
      of the Property will transfer to French Gulch once the aggregate amount of
      option payments total $1,500,000.





French
      Gulch has rights to explore in accordance with practices customary in the
      industry, but not to mine the Property until the option is exercised. Upon
      exercise of the option French Gulch will have all rights incident to ownership
      of real property allowed by law, including the right to develop and mine the
      property.





The
      Company has staked
      an
      additional 66 (sixty-six) unpatented claims
      in the French Gulch district  to
      properly secure and encompass areas of known gold mineralization. We
      have 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 and are not subject to the agreement with the WN Partnership.





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. At that time, the first bi-monthly payment of $50,000
      was made less credits of $36,438.07 for a total of $13,561.93.





At
      March
      31, 2006, the Company had made all payments and complied with all of the terms
      of the option related to the Washington Niagara agreement. The Company has
      made
      purchase payments to date totaling $300,000.





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 ("Colorado
      Quartz Mine”). The option agreement is for an initial term of ten years and
      expires on July 21, 2015.





In
      order
      to maintain the Stump option in good standing, French Gulch is required to
      pay
      the owner annual payments starting July 21, 2006 in the following amounts:
      $2,500 per year until July 21, 2008, $3,500 per year until July 21, 2011, $4,500
      per year until July 21, 2015. French Gulch is also required to make all
      maintenance and lease fees as required to keep the property in good standing,
      and must have a comprehensive general commercial liability insurance policy
      in
      place having limits of not less than $1 million per personal injury occurrence
      and $100,000 for property damage protecting owner against any claims for injury
      to persons or damage to property resulting from French Gulch’s operations.





**North
      Fork Mining Corp.**


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





F-16


On
      February 18, 2004, all required payments under the original (3) option
      agreements dated July 1, 2002, July 3, 2002 and March 3, 2003 had been made
      and
      the owners of the mineral claims consented to the assignment of the option
      agreements to North Fork.





·
            The
                required payments under the July 1 and July 3, 2002 option agreements
                were; $10,000 per agreement on the original signing dates of July
                1 and 3,
                2002 and $150 per month for each agreement for the year ending July
                3,
                2003 and $250 per month for each agreement for the period ended February
                23, 2004.


·
            The
                March 3, 2003 agreement required $10,000 to be paid upon signing
                of a
                final agreement.





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





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





At
      March
      31, 2006, the Company was in compliance with all of the terms of the option
      agreement.




**Antone
      Canyon Property**


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





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





At
      March
      31, 2006, the Company had made all required option payments and complied with
      all of the terms of the option agreement.





**Corcoran
      Canyon Mining Corp.**


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





F-17


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





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





The
      option agreement expired on February 28, 2006. At this 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. As soon as the negotiation is
      finalized, the company will make the final payment of $160,000.





**Cimarron
      Mining Corp.**


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





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





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





At
      March
      31, 2006, the Company and Brancote US, owner of the majority of the Cimarron
      claims, agreed not extend the contract beyond its present term of August 22,
      2006 since 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.**


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





During
      the year ended December 31, 2004 the Company terminated their option on the
      Thomas Creek property and acquired a 100% interest in the Wenban property by
      staking claims covering approximately 7.25 square miles in the Cortez Hills
      region of Nevada. On September 28, 2004 the Company changed its name from Thomas
      Creek Mining Corp. to Wenban Spring Mining Corp.





F-18


As
      of
      March 31, 2006, the Company has made all claim maintenance fees to the
      BLM.





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
      property. The Company issued these shares in April 2006. Bullion River is
      obliged to spend $150,000.00 in exploration including all maintenance fees
      over
      the next two years in order to obtain a 51 % ownership in the claims. By
      spending another $200,000.00, 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.





**Painted
      Hills Claims**


During
      2004 the Company acquired a 100% interest in 41 unpatented mineral claims in
      the
      Painted Hills district in Humboldt County, Nevada.





As
      of
      March 31, 2006, the Company has paid claim maintenance fees to the BLM on 10
      of
      the 41 claims. We expect to do some minimal exploration in mid-2006 to determine
      the future on this property.





**Mission
      Mine**


On
      February 18, 2006, the Company entered into an exploration agreement with an
      option to purchase the “Mission Mine” from TKM Corporation. The property
      consists of 26 unpatented lode mining claims situated in Riverside County,
      California. In order to maintain this agreement, the Company shall make the
      following payments to TKM Corp.


1.
            Non-refundable
                $10,000 payment on February 18, 2006 to enter into
                agreement.


2.
            $40,000
                payment on February 24, 2006 for the right to explore the property
                through
                August 31, 2006.


3.
            $50,000
                payment on September 1, 2006 for the right to explore the property
                from
                September 1, 2006 until September 1,
                2009.





TKM
      grants Bullion River Gold the exclusive right and option to purchase the
      property as follows:


1.
            Option
                executed up until August 31, 2007 - $1.5
                million.


2.
            Option
                executed from September 1, 2007 to August 31, 2008 - $2.0
                million.


3.
            Option
                executed from September 1, 2008 to August 31, 2009 - $2.5
                million.





In
      addition to the dollar amount defined above, the purchase price shall include
      a
      2 1⁄2 %
      Net
      Smelter Royalty for the first three years of production from
      property.





As
      of
      March 31, 2006, the Company is in compliance with all terms of this
      agreement.





F-19


**Below
      is a summary of the mining claims:**





**Schedule
                of Mining Claims by Subsidiary****As
                of March 31, 2006*****Nevada***
            
            **# of Claims**Antone
                Canyon
            
            
            60Cimarron
                Mining
            
            
            24Corcorran
                Canyon
            
            
            130Painted
                Hills
            
            
            10Wenban
                Spring
            
            
            292Total
                Nevada Claims
            
            
            516***California***
            
            
            **#
                of Claims**French
                Gulch
            
            
            121North
                Fork
            
            
            42Mission
                Mine
            
            
            26Total
                California Claims
            
            
            189**Total
                Claims**
            
            
            **705**







**Note
      8 - Contractual Obligations**





Bullion
      River’s contractual obligations payable for the years ended March 31
      are:





**Bullion
                River Gold Corp.****Commitment
                Schedule****For
                years ending March 31:*****Option
                Payments***
            
            **2007**
            
            **2008**
            
            **2009**
            
            **2010**
            
            **2011**
            
            **2012**
            
            **2013**
            
            **2014**
            
            **2015**Antone
                Canyon
            
            $
            40,000
            
            $
            40,000
            
            $
            40,000
            
            $
            40,000
            
            $
            40,000
            
            $
            40,000
            
            $
            -
            
            $
            -
            
            $
            -Corcoran
                Canyon
            
            
            160,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Cimarron
            
            
            94,556
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -North
                Fork
            
            
            96,000
            
            
            120,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -French
                Gulch
            
            
            302,500
            
            
            302,500
            
            
            302,500
            
            
            303,500
            
            
            3,500
            
            
            4,500
            
            
            4,500
            
            
            4,500
            
            
            4,500Wenban
                Spring
            
            
            -
            
            
            150,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Mission
                Mine
            
            
            50,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -$
            743,056
            
            $
            612,500
            
            $
            342,500
            
            $
            343,500
            
            $
            43,500
            
            $
            44,500
            
            $
            4,500
            
            $
            4,500
            
            $
            4,500***Lease
                Obligations***
            
            
            **2007**
            
            
            **2008**
            
            
            **2009**
            
            
            **2010**
            
            
            **2011**
            
            
            **2012**
            
            
            **2013**
            
            
            **2014**
            
            
            **2015**Corporate
                Office Lease
            
            $
            88,695
            
            $
            97,088
            
            $
            100,000
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -North
                Fork Office / Housing
            
            
            7,175
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Equipment
            
            
            164,051
            
            
            164,051
            
            
            112,331
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -$
            259,921
            
            $
            261,139
            
            $
            212,331
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -***Other
                Obligations***
            
            
            **2007**
            
            
            **2008**
            
            
            **2009**
            
            
            **2010**
            
            
            **2011**
            
            
            **2012**
            
            
            **2013**
            
            
            **2014**
            
            
            **2015***Loan
                Obligations*
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -*Consulting
                Obligations*
            
            
            66,988
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -$
            66,988
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Total
                Commitments
            
            $
            1,069,965
            
            $
            873,639
            
            $
            554,831
            
            $
            343,500
            
            $
            43,500
            
            $
            44,500
            
            $
            4,500
            
            $
            4,500
            
            $
            4,500**Including
                new obligations after March 31, 2006.**




F-20


**Lease
      Obligations**





On
      April
      12, 2005, the Company entered into a lease agreement for a copier/printer for
      a
      48-month term ending April 30, 2009. Payment under this agreement is $221 per
      month.





On
      April
      19, 2005, the Company entered into a rental agreement for office/housing space
      for the North Fork property whereby the Company is committed to pay $995 per
      month until April 30, 2006. The Company extended this lease for 6 months through
      October 2006 at the monthly rate of $1,030.





On
      October 3, 2005, the Company entered into a third party agreement to lease
      (2)
      Caterpillar IT28G loaders for a period of 36 months in the amount of $5,736
      per
      month. This lease ends on October 3, 2008. One loader is located at French
      Gulch
      and the other is at North Fork.





On
      December 21, 2005, the Company entered into a third party agreement to lease
      (1)
      Skid Loader for the North Fork property. The term is 36 months ending December
      2008 with a monthly payment of $938.





On
      February 14, 2006, the Company entered into a third party agreement to lease
      office space commencing on April 1, 2006 and ending on March 31, 2009. This
      agreement was sought out to accommodate the growing support needs of the company
      and to reduce the rental cost per square foot. Payments under this agreement
      are:




·
            $6,000
                per month from April 1 to June 30,
                2006


·
            $7,855
                per month from July 1, 2006 to March 31,
                2007


·
            $8,091
                per month from April 1, 2007 to March 31, 2008


·
            $8,333
                per month from April 1, 2008 to March 31,
                2009




On
      February 15, 2006, the Company entered into a third party agreement to lease
      an
      Elphinstone R-1300 loader for a period of 36 months ending in February 2009
      in
      the amount of $6,776 per month. This equipment will be used at French Gulch.





**Consulting
      Agreements**





On
      August
      25, 2005, the Company entered into a third party personal services agreement
      for
      investor communications and financial consulting for a 12-month term. Terms
      of
      this agreement include a fee of $5,000 per month, 75,000 shares of common stock
      on contract signing, plus an additional 225,000 shares after 3 months. This
      agreement was terminated on December 2, 2005. Per the termination agreement,
      Bullion River Gold issued 75,000 shares and paid a final severance fee of $6,300
      in January 2006.





On
      October 3, 2005, the Company entered into a third party agreement for a period
      of 12 months to provide investor relations consulting from November 1, 2005
      until October 31, 2006. Payment under this agreement is $3,000 per month and
      may
      be terminated at any time after 6 months.





On
      December 8, 2005, the Company entered into a third party agreement for investor
      relations services to present Bullion River in Germany and other European
      countries for disseminating investor relations information and creating
      awareness of Bullion River in Switzerland and other German-speaking areas of
      Europe. This contract is for 12 months and will continue from December 8, 2005
      until December 7, 2006. Payments under this agreement are $5,000 per month,
      paid
      quarterly.





On
      March
      1, 2006, the Company entered into an agreement with a third party to provide
      regular monthly Information Technology support to maintain system and data
      integrity. This is a 12-month agreement with payments of $499 per month. This
      will reduce hourly service rates.




F-21


**NOTE
      9 - RELATED PARTY TRANSACTIONS**





As
      of
      March 31, 2006, there are no related party transactions.




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





**NOTE
      10 - SUBSEQUENT EVENTS**





On
      April
      28, the Company raised $1,000,000 in cash from the $0.50 per unit offering
      and
      issued 2,000,000 restricted units to one subscriber.





On
      May 2,
      the Company raised $133,334 in cash from the exercise of 266,667 warrants at
      $0.50 per unit from two subscribers.





On
      May 3,
      the Company raised $66,667 in cash from the exercise of 133,334 warrants at
      $0.50 per unit from one subscriber.





On
      May 4,
      the Company raised $20,000 in cash from 40,000 shares subscribed.





F-22




ITEM
      2:            
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.




RESULTS
      OF OPERATIONS






**Discussion
      of Revenue**




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




**Expenses
      for the quarter ending March 31, 2006 vs. March 31, 2005**




Bullion
      River expenses totaled $2,226,244 for the three months ended March 31, 2006,
      an
      increase of $507,295 or 30% over the three months ended March 31, 2005.





The
      increase was primarily a result of exploration costs of $1,482,324 compared
      to
      $1,051,604 last year, an increase of $430,720, or 41%. Most of this is related
      to the French Gulch operations. The French Gulch mill rehabilitation started
      in
      January 2006 with expenses totaling $32,761. Other increases include employee
      wages, taxes, and other related expenses of $87,647, investor communications
      of
      $41,682, utilities of $9,045, accretion of $1,529, and depreciation on fixed
      assets of $52,090. These increases are attributable to the increased level
      of
      corporate support required by the exploration and mill activities, and
      continuation of the private offering in January and February. These expenses
      were partially offset by lower professional fees of $83,697, consulting fees
      of
      $50,588, insurance of $8,310, travel related of $5,267, office expenses of
      $2,377, and bank charges of $1,076.





Other
      expenses include non-operating revenue of $10,014 from interest received on
      bank
      accounts offset by interest expense of $10,129 and non-operating expense of
      $1,189.







LIQUIDITY
      AND FINANCIAL CONDITION




**Cash
      and Working Capital**




Bullion
      River had a cash balance of $701,091 on March 31, 2006. For the three month
      period ending March 30, we had net cash inflow of $576,303.





·
            We
                used $1,890,557 for operating activities. This operating cash outflow
                is
                represented by an operating loss of $2,226,244; an increase in supply
                inventory of $22,507; and a decrease in other current liabilities
                of
                $154,720. This is partially offset by a decrease in prepaids of $52,749;
                a
                decrease in deposits of $122,574; an increase in accounts payable
                of
                $146,262; an increase in depreciation of $63,611; an increase in
                non-cash
                accretion expense of $1,529; a loss on disposal of assets of $1,189;
                and
                other non-cash expenses totaling
                $125,000.


·
            We
                had cash outflow in investment activities of $769,995, which was
                used for
                the purchase of fixed assets.


·
            We
                had cash inflow from financing activities totaling $3,236,855 from
                a
                decrease in loans from related parties of $13,453, and sales of common
                shares resulting in $3,250,308.





An
      increase in working capital of $510,818 was due to an increase in current assets
      of $546,061 offset by an increase of $35,243 in current liabilities. Bullion
      River has an accumulated deficit of $10,757,043 since inception and has a
      shareholder’s equity of $1,870,588. We have no contingencies or long-term
      agreements except for our commitments under the option agreements, premises,
      and
      rentals.




23


**Internal
      and External Sources of Liquidity**




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




**Critical
      Accounting Policies**





Mineral
      Properties





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





Reclamation
      and Abandonment Costs





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





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





24


PLAN
      OF
      OPERATIONS





**Summary**





During
      the 1 st quarter
      of 2006, we concentrated our activities at two projects: French Gulch and North
      Fork in California.





At
      French
      Gulch, we started work on the new portal and decline to access the Washington
      and Lucky-7 veins for excavation of the bulk sample. Also, we started mill
      rehabilitation in preparation for milling operations of the bulk sample
      material. See the French Gulch section below for additional detail.





At
      North
      Fork, work continued on site preparation and rehabilitating the historic
      underground workings for a short period of time until heavy snow shut down
      operations. See the North Fork section below for additional detail.




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





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





As
      we
      proceed with our production and exploration programs we will need to hire
      independent contractors as well as purchase or lease additional
      equipment.








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





Land





On
      May
      19 th ,
      2005,
      we exercised our option to purchase the French Gulch project from the WN
      Partnership. The purchase calls for a total cash payment of $1,500,000. All
      previous payments made by Bullion River Gold Corp. will be deducted from the
      total payment due. Bi-monthly payments will increase from $50,000 to $175,000,
      once production begins. If production commences before July 1, 2006, the Company
      will pay the remaining balance of the purchase amount. As of March 31, 2006,
      the
      Company has paid $300,000 towards this purchase option.





Plant
      and Equipment





The
      French Gulch project includes a mill that operated as recently as 2002,
      consisting of gravity and flotation circuit as well as a furnace for producing
      dore ’ bricks.
      Most of the required trackless equipment necessary to complete the decline
      construction is onsite. This includes LHD units, a drill jumbo, and hand held
      drills. We
      are
      awaiting the delivery of a scissor lift to assist with underground facilities
      installations. We will require a haul truck once the decline has advanced beyond
      800 ft. We are also awaiting confirmation of a package of ventilation fans
      which
      will provide us with the required equipment to ventilate the mine, at reduced
      cost compared to budgeted values.





25


Location
      & Background





The
      Washington Niagara property consists of approximately 1824 acres, of which
      approximately 490 acres are patented lands. The property is located within
      the
      French Gulch mining district of the Klamath Mountains province, 15 miles
      northwest of Redding in northwestern California. French Gulch has been the
      largest producer in the province, yielding an estimated 1.5 million ounces
      of
      gold and it contains the highest grades in the province, with ore shoots
      typically grading above 0.50 ounces per ton and commonly above 1.0 ounces per
      ton. Coarse visible gold is common.





The
      Niagara mine workings, about 3,500 feet west of Washington, are at present
      inaccessible. The mine consisted of 10 levels that exploited veins similar
      to
      those at Washington, with production over 500 feet vertically and along 1,200
      feet of strike. The property has produced at least 200,000 ounces of gold,
      but
      production records are incomplete.





Current
      status





We
      do not
      claim to have any ores or reserves whatsoever at this time on the French Gulch
      Claims.





In
      early January
      2006, the Company began the new decline from the mill yard to access the
      Washington and Lucky-7 veins for excavation of the bulk sample. This leg of
      the
      decline is planned to be approximately 1,800 feet. Diamond drill stations are
      planned every 400 feet. Work advanced on the portal through the 1 st quarter
      of 2006. We excavated and steel supported the overburden portion of the portal.
      Considerable effort was expended securing this section due to heavy winter
      precipitation causing the soil to run. As a result, we completed approximately
      140 ft. of the decline versus 500 ft., which was the initial plan. By the end
      of
      March, the excavation was in mixed face ground and the crews were transitioning
      from mechanical mining to conventional blasting advance. Further advance will
      be
      required to transition to full face drill and blast operations.





We
      continued to work on the mill to prepare the building for resumption of milling
      activity. Work included removal of scrap items, repair of wooden structures
      and
      framing, cleanup, and painting.





We
      started surface exploration drilling in December of 2005 at the Niagara Mine
      and
      completed seven of 12 holes in the program prior to suspending drilling
      operations at the end of the Quarter. This was to allow the area to dry out
      after heavy winter rains caused access road deterioration. We will resume
      drilling mid 2 nd Quarter
      2006.





As
      of the
      1 st quarter
      ending March 31, 2006, the Company has spent $916,000 in exploration costs
      and
      $33,000 on mill rehabilitation at French Gulch.





Future Work





The
      new
      decline will also access the Niagara mine. This distance between the Washington
      and Niagara mines will be approximately 2,500 feet in length. This leg of the
      decline is also planned to have diamond drill stations every 400 feet.





Test
      mining from the new decline will start on the Lucky-7 vein and later be extended
      to the Washington, and perhaps the Dean and No. 2 veins. The first ore is
      planned to be mined in late 2 nd quarter
      2006, and test mining completed by the end of June 2006. Approximately, 4,000
      tons of material
      will be mined from the main veins, and processed at the French Gulch Mill.





The
      operating costs for the new decline, test mining and bulk sampling are estimated
      to be $3.156 million in total for 2006.





26


The
      remaining capital expenditures required to equip the mine for planned production
      is estimated to be $2.88 million.





Further
      evaluation on the existing mill facilities indicate that with some additional
      modifications, the mill should be ready to process the proposed bulk sample
      rather than completing mill expansion at this time. This upgrade will enable
      the
      company to process 215 tons per day efficiently at a reduced cost and delay
      the
      mill expansion until needed for full production.





The
      total
      estimate for the mill upgrade in 2006, which is part of the bulk sampling
      process noted above, is $236,000.





We
      continue to plan for mill rehabilitation and expansion if the French Gulch property goes into production.
      We have retained Pace Civil Inc. of Redding to assist in the engineering work
      required to convert the mill from its current capacity to the desired 500 tons
      per day capacity. Pace Civil is a multi disciplined engineering group based
      in
      Redding, California and is capable of providing the detailed civil, mechanical,
      structural and electrical engineering necessary to meet the various building
      codes and requirements of the State of California and Shasta County.





We
      intend
      to proceed with engineering work focused on the completion of the mill design
      and other infrastructure requirements. This includes:





·
            Foundation
                design for the fine ore bin


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


·
            Procurement
                of equipment


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


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


·
            Inclusion
                of Falcon concentrator, shaking tables and filtration facilities
                in mill
                design.


·
            Design
                of site office / dry / shop
                building.


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


·
            Design
                of mine backfill system.


·
            Emergency
                spill response program.





Estimates
      at this time for the mill expansion capital are $1.75 million in
      2006.





The
      bulk
      sampling and mill upgrade will be completed in a staged schedule to meet
      permitting requirements. Several of the items have to be completed prior to
      the
      issuance of a county
      building permit. The revised reclamation plan must be developed and approved
      prior to resuming milling operations. A new bonding calculation was completed
      and the plan was approved by the State Department of Conservation under the
      SMARA requirements, Shasta County, the Bureau of Land Management and the
      Regional Water Quality Control Board. Monies in excess of $100,000 have been
      deposited for these bonds.





We
      are
      also planning surface exploration drilling between the Niagara and Washington
      mines. The drilling will first test below the historically mined levels at
      the
      Niagara Mine. We expect to continue with surface core drilling in other targets
      between the Washington and Niagara mine areas due to potential parallel veining,
      as is represented by the Lucky-7 and Washington veins. As noted above, the
      area
      tested by drilling to date represents about 1% of the overall property; we
      believe there is substantial potential for additional vein structure. The
      surface drill program that is currently underway will help determine underground
      drill targets. Management temporarily suspended drilling due to problems imposed
      by extremely wet conditions from the heavy winter rains and plans to resume drilling
      later in the 2 nd quarter.
      The cost estimate for this exploration is $500,000, which is $250,000 greater
      than originally budgeted. The cost overrun is due to unexpected difficulties
      in
      the rock conditions at the drilling sites.





27


Based
      upon the results of the bulk sample, the decision will be made to proceed to
      full production, continue exploration, or abandon the property. Exploration
      could take place from surface or underground or both. Abandonment will require
      that the Company complete site reclamation per the revised reclamation plan,
      as
      well as meeting any other statutory requirements for mine shutdown.





If
      the
      decision is made to proceed to full production, underground development will
      continue to allow the opening of new stoping blocks in the mine and to access
      the Niagara Mine. The development program will be an ongoing activity to ensure
      sufficient mining areas are available to provide ore to the mill on a continuous
      basis as well as providing additional underground drill sites for further
      exploration. At this time, management will need to schedule and implement the
      mill expansion, which is discussed above to allow for greater throughput.





Other
      work in the mine will include the preparation of an underground equipment
      servicing / repair facility. This will be constructed underground in a yet
      to be
      determined location. The facility will be built underground to reduce surface
      congestion. It will also be simpler to contain any possible pollutants within
      the mine. Underground explosives magazines will also be completed to enhance
      explosives security on the mine site. The planned ore production for this phase
      is estimated to be 35,000 oz. The associated costs including the mill rehab
      is
      estimated to be $12.1 million, and the corresponding revenue derived from the
      ore produced is estimated to be $17.5 million. This is based on $500 per ounce
      of gold, which is conservative given the current price.





**North
      Fork Mining Corp.**





Plant
      and Equipment





The
      plant
      consists of electrical infrastructure and equipment to support initial mining
      operations. This includes an LHD, skid steer, hand held drills, and other tools
      and storage facilities.





Location
      & Background





The
      North
      Fork project is in the Alleghany mining district in the northern part of the
      Mother Lode Gold Belt in northeastern California, 35 km northeast of Grass
      Valley and about 3.5 km northwest of the Sixteen-to-One mine. North Fork Mining
      controls 42 unpatented mining claims under a lease with an option to purchase
      and is obligated to make advance royalty payments to the lessor of $2000 per
      month between July 1 st 2005 and
      July 1 st 2006.





The
      Alleghany mining district is within the northern portion of the Mother Lode
      Belt
      and on the north side of the Grass Valley mining district. The Grass Valley
      and
      Alleghany districts are notable for their high gold grades and for the largest
      gold production among all mesothermal vein camps in western North America.





At
      North
      Fork, data from historic underground examinations indicate a 240m wide zone
      containing steeply-dipping gold-bearing quartz veins locally exceeding 6m in
      width. Assays grading above 0.5 opt (15 g/t) Au are common and nearly continuous
      along the approximately 600 feet of vein-parallel drifting on 3 levels covering
      about 50 meters vertically. Grades exceeding 1 opt are also common. Based on
      the
      historic assays, there is an inferred resource of 100,000 tons grading at least
      0.5 oz/ton; however, additional exploration drilling is necessary to develop
      a
      mineable reserve.





Given
      the
      high gold grades at North Fork, the limited development, the reported widths
      of
      the veins, and its location along strike with major gold vein systems at nearby
      Alleghany, we believe the project may lead to the discovery of new high-grade
      reserves amenable to underground mining. There has been no systematic modern
      exploration on the property.





28


Current
      status





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





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





We
      proceeded past the initial caved area and downramp to the next cave. This cave
      has again been mined and secured as a series of “lifts” from the top down. We
      bolted, screened and shotcreted the backs and walls
      as
      excavation proceeded. We secured the second cave down to the top of the existing
      decline prior to suspension of activities at North Fork in February 2006 as
      a
      result of management’s decision to concentrate manpower and equipment at French
      Gulch. We plan to resume operations at North Fork in June 2006.





As
      of
      March 31, 2006, we have spent $232,000 in exploration costs at North
      Fork.





Proposed
      Exploration





Subject
      to our ability to raise sufficient funds, we will continue decline
      rehabilitation as planned. The rate of advance has been better than expected
      through the caved portions of the decline. The work is currently being completed
      on a single shift basis. The majority of the equipment required to complete
      the
      rehabilitation phase is onsite.





The
      rehabilitation of the decline will continue through 2006 and the estimated
      costs
      are $1.195 million.





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





·
            Excavation
                and securing of the diamond drill
                station


·
            Excavation
                and securingunderground
                explosives magazines


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


·
            Excavation
                and securing a refuge station.





The
      exploratory drilling preparation is planned from the existing upper level and
      estimated to be $596,000. Completion of this drilling is planned for Dec 31,
      2006.





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








**Antone
      Canyon Mining Corp.**





Plant
      and Equipment





We
      do not
      own a plant or any equipment on the Antone Canyon Property.





Location
      & Background





The
      Antone Canyon Project is in Nye County, Nevada, 70km north of Tonopah and 13km
      southeast of the Round Mountain gold mine (15 Moz Au) operated by Barrick Gold
      Corporation and Kinross Gold Corporation. Lands within the project are
      administered by the U.S. Forest Service. The project consists of 60 unpatented
      mining claims under lease. In order to maintain the project, we must make annual
      payments to the lessor of $40,000 due in December.





29


Previous
      operators completed shallow reverse-circulation and rotary drilling from 1983
      to
      1985 (55 holes totaling 5,090m), and shallow core drilling in 1999 (5 holes
      totaling 524m). Three RC drill holes totaling 2,683 feet were completed by
      Bullion River Gold in late 2004 in the Antone Saddle area. Holes BA-1 and BA-2
      intercepted 5 - 15 foot intervals of 0.018 to 0.016 oz/t gold. BA-3 intercepted
      a 45 foot interval grading 0.22 oz/t gold including a 20 foot zone containing
      0.424 oz/t from 340 to 360 feet. Drilling of the high-grade structures has
      been
      limited to within 100m of surface.




There
      are
      high grade gold and silver assays from drill-hole and trench intersections
      in
      the Antone Saddle area. The intersections are distributed over an area
      approximately 300m by 100m, and mineralized structures are open along strike
      and
      below the shallow levels drilled (100m). Significant soil and rock-chip
      anomalies to 12.7 g/t Au and shallow drill intersections grading above 3 g/t
      Au
      occur more than 600m east and 600m west of the Antone Saddle area.





Current
      status and Proposed Exploration





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





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





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





Expenses
      totaled $5,500 for the Antone Canyon property during the first quarter of 2006,
      primarily attributable to consulting and insurance.





For
      2006
      we are planning to do 2,000 feet of surface drilling early in the 4 th quarter.
      Total spending at Antone Canyon is estimated to be $108,000.








**Cimarron
      Mining Corp.**





Plant
      and Equipment


We
      do not
      own a plant or any equipment on the Cimarron Property.





Location
      & Background


Lands
      in
      the Cimarron project are administered by the U.S. Bureau of Land Management.
      The
      project consists of 24 unpatented claims under lease.





Current
      Status and Proposed Exploration





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





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




No
      exploration activities were conducted during the first quarter of 2006. Expenses
      totaled $600 at the Cimarron property for insurance.





30


At
      March
      31, 2006, the Company and Brancote US, owner of the majority of the Cimarron
      claims, agreed not extend the contract beyond its present term of August 22,
      2006 since both parties were unable to come to an agreement with the holder
      of
      the remaining claims in the middle of the claim block.





**Corcoran
      Canyon Mining Corp.**




Plant
      and Equipment




We
      do not
      own a plant and there is no equipment on the property.





Location
      & Background





Lands
      in
      the Corcoran Canyon project are administered by the U.S. Bureau of Land
      Management and the U.S. Forest Service. The project consists of 41 unpatented
      claims under lease and 89 unpatented claims controlled 100% by Bullion River.





The
      project is in Nye County, Nevada, 80 km north of Tonopah and 19 km east of
      the
      Round Mountain gold mine (15 Moz Au). The project is within a regional
      north-trending mineralized belt that includes the volcanic-hosted and
      sediment-hosted gold-silver deposits of Goldfield, Tonopah, Midway, Manhattan,
      Round Mountain, Gold Hill and Northumberland.





Current
      status and Proposed Exploration





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





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





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





Expenses
      totaled $46,000 for the Corcoran property during the first quarter of 2006,
      primarily attributable to purchase option payments, consulting, and
      insurance.





The
      option agreement expired on February 28, 2006. At this 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. As soon as the negotiation is
      finalized, the company will make the final payment of $160,000.





Currently,
      the Company is negotiating a joint venture agreement with a third party for
      further exploration of the Corcoran property.





**Wenban
      Spring Mining Corp.**





Plant
      and Equipment




We
      do not
      own a plant and there is no equipment on the property.





31


Location
      and Background





The
      project consists of 238 unpatented lode mining claims 100% owned by Wenban
      and
      54 lode claims under option from Senator Minerals, Inc. All of the claims are
      located within lands administered by the U.S. Bureau of Land Management (BLM).





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





The
      Wenban Spring Property is southwest of the Cortez Hills and Pediment gold
      deposits (~ 9 Moz gold @ ~ 4.4 g/t Au) controlled by the Cortez Joint Venture
      (CJV). The Property directly adjoins claims held by the CJV and lies within
      6
      miles (9.6 km) southwest of the Cortez Hills deposit. Cortez Hills is a
      world-class, bulk-mineable Carlin-type gold system discovered in 2002. Wenban
      Spring is on the west edge of the same valley.





Current
      status and Proposed Exploration





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





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





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





Expenses
      totaled $197,000 for the Wenban Spring property during the first quarter of
      2006, primarily attributable to purchase option payments, consulting, and
      insurance.




For
      2006,
      we are planning to maintain the property for future exploration with total
      spending on additional mapping and sampling, and rental fees estimated to be
      $50,000.





**Painted
      Hills Property**





Location
      and Background





In
      February 2004, Bullion River Gold staked 41 unpatented claims in the Painted
      Hills district in northwestern Nevada. The claims were 100% owned by Bullion
      River Gold Corp. During the 3 rd quarter
      of 2005, the Company paid claim maintenance fees to the BLM on 10 claims.





The
      Painted Hills project is in Humboldt County, Nevada, 135km northwest of
      Winnemucca. The nearest significant gold producers are the Sleeper mine, 86km
      to
      the southeast, and the Hog Ranch mine, 88km to the southwest. There has been
      no
      gold exploration drilling in the project area. During the 1970's, several
      geothermal test holes were drilled during a regional geothermal exploration
      program near some hot springs, which are situated about 16 km to the northeast.





Based
      on
      our studies, we believe that the geologic setting and alteration patterns are
      characteristic of productive epithermal gold systems in the region (Midas,
      Sleeper, Ivanhoe-Hollister, and Rosebud). The Painted Hills project has
      important geologic similarities to multi-million ounce epithermal gold deposits
      of the northwestern Great Basin, notably the Sleeper and Midas deposits.
      Potential exists at Painted Hills for discovery of a new, high-grade gold vein
      system.





32


Plant
      and Equipment





We
      do not
      own a plant or any equipment on the Painted Hills Property.





Current
      Status and Proposed Exploration





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





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





Currently,
      the Company has a reclamation
      bond in place in the amount of $6,550 with the Bureau of Land Management for
      financial assurances for completion of foreseeable reclamation related to
      surface exploration.





No
      exploration activities were conducted during the first quarter of 2006, and
      we
      spent $800 at the Painted Hills property on insurance.





As
      of
      March 31, 2006, the Compa ny
      has
      paid claim maintenance fees to the BLM on 10 of the 41 claims. We expect to
      do
      some minimal exploration in mid-2006 to determine the future on this property.
      The estimated amount is $9,000.





**Mission
      Mine Project**





Land


On
      February 18, 2006, the Company entered into an exploration agreement with an
      option to purchase the “Mission Mine” from TKM Corporation. The Company has made
      payments of $50,000 for exploration rights through August 31, 2006. The
      agreement requires the Company to make an additional payment of $50,000 on
      September 1, 2006 for the right to explore the property through September 1,
      2009.





Location
      and Background





In
      March
      2006, Bullion River entered into an exploration agreement with an option to
      purchase the Mission Mine project from TKM Corp. of Palm Springs, California.
      The Mission Mine property consists of 26 unpatented lode claims which are
      located about 58 km southeast of Twenty-Nine Palms in Riverside Co., California.
      The Mission Mine was originally developed between 1890 and 1930 as part of
      the
      Dale Mining District and contributed to the 17,000 oz of gold production during
      that time. The mine was reopened in 1981 when a production shaft was sunk to
      the
      619 foot level and four working levels were developed along the vein for
      production. Underground channel sampling by TKM Corp, Asamera Minerals, USMX
      and
      New Gold Corp. in the 1980’s and 1990’s indicated much of the Mission
      quartz-magnetite-specularite-pyrite vein contained between 0.25 oz/t and 2.0
      oz/t Au. Recent surface sampling from the Mission vein and other surrounding
      veins has confirmed high gold contents from various quartz-magnetite veins
      in
      the district.





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





33


Plant
      and Equipment





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




Current
      status and Proposed Exploration





We
      do not
      claim to have any ores or reserves whatsoever at this time on the Mission Mine
      Claims.





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





We
      have
      conducted ground magnetometer surveys over the most prominent
      veins exposed on the claim blocks and they have defined the structural zones
      controlling the veining. Additional mapping and sampling of the various mines
      and veins found on the claims is planned for the 2 nd and
      3 rd quarters
      of 2006.





Expenses
      totaled $90,000 for the Mission Mine property during the first quarter of 2006,
      primarily attributable to purchase option payments, consulting, and legal
      fees.





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




ITEM
          3.  CONTROLS
          AND PROCEDURES
 
 As
          of the
          end of the period covered by this report, management, with the participation
          of
          the chief executive officer and of the chief financial officer, evaluated
          the
          effectiveness of our “disclosure controls and procedures,” as defined in Rule
          13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation,
          these officers concluded that, as of the date of their evaluation, the
          disclosure controls and procedures were effective to provide reasonable
          assurance that information required to be disclosed in our periodic filings
          under the Securities Exchange Act of 1934 is accumulated and communicated
          to our
          management, including those officers, to allow timely decisions regarding
          required disclosure. It should be noted that a control system, no matter
          how
          well designed and operated, can provide only reasonable, not absolute,
          assurance
          that it will detect or uncover failures within our company to disclose
          material
          information otherwise required to be set forth in our periodic reports.
 
 During
          the period covered by this report, there
          were no changes
          to the internal controls over financial reporting that have materially
          affected,
          or are reasonably likely to materially affect the report ,
          including any significant deficiencies or material weaknesses of internal
          controls that would require corrective action.





34




PART
        II -
        OTHER INFORMATION
 
 Item
        1.  Legal
        Proceedings.
 
 None;
        not
        applicable.
 
 Item
        2.  Unregistered Sales of
        Equity Securities and Use of Proceeds.
 
 None;
        not
        applicable.
 
 Item
        3.  Defaults Upon Senior
        Securities.
 
 None;
        not
        applicable.
 
 Item
        4.  Submission of Matters
        to a Vote of Security Holders.
 
 None;
        not
        applicable.
 
 Item
        5.  Other
        Information.
 
 None;
        not
        applicable.
 
 Item
        6.  Exhibits.
  31.1
              302
                  Certification of Peter M Kuhn
 
 31.2
              302
                  Certification of Daniel Graves
  32
              906
                  Certification






34


SIGNATURES





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




**BULLION
                RIVER GOLD CORP.**Dated: 
                October 25, 2006
              By:
              /s/ Peter
                M.
                KuhnPeter
                  M. Kuhn
                Chief
                  Executive Officer and
                  Director


Dated: October
                25, 2006
              By:
              /s/ Nancy
                  HuberNancy
                    Huber
                  Chief
                    Financial Officer and
                    Director






35