<PAGE>

                    U. S. Securities and Exchange Commission
                             Washington, D. C. 20549

                                   FORM 10-KSB

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

         For the fiscal year ended December 31, 2007

[ ]      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 incorporation or      (I.R.S. Employer I.D. No.)
                 organization)

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

                    Issuer's Telephone Number: (775) 324-4881

Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: None

         Check whether the Registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Exchange Act. [ ]

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

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

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         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

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

         State the Registrant's revenues for its most recent fiscal year:
December 31, 2007 - $3,543,441.

         State the aggregate market value of the voting stock of the Registrant
held by non-affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a specified date
within the past 60 days: April 10, 2008 - $19,022,476. There are approximately
90,583,219 shares of common voting stock of the Registrant beneficially owned by
non-affiliates. This valuation is based upon the bid price of the Company's
common as quoted on the OTCBB of the National Association of Securities Dealers,
Inc. on that date.

                   Issuers Involved in Bankruptcy Proceedings
                           During the past 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: April 10, 2008 - 90,832,219


                       Documents Incorporated by Reference

         See Part III, Item 13.

Transitional Small Business Issuer Format: Yes [  ]  No [X]

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FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-KSB for the year ended December 31, 2007,
including the discussion of the business of Bullion River Gold Corp. ("BULLION
RIVER", "BLRV", the "COMPANY", "we", "us", and "our".), management's discussion
and analysis of financial condition and results of operations, as well as other
sections of this Annual Report contain "forward-looking" statements within the
meaning of United States federal securities laws. Certain information contained
or incorporated by reference in this Annual Report, including the information
set forth as to the future financial or operating performance of Bullion River,
constitutes "forward-looking statements". These statements may be identified by
their use of words like "plans", "expect", "aim", "believe", "projects",
"anticipate", "intend", "estimate", "will", "should", "could", "contemplate",
"target", "continue", "budget", "may", "schedule", and other similar expressions
that indicate future events and trends and identify forward-looking statements.
All statements, other than historical statements of fact, that address
expectations or projections about the future, including statements about Bullion
River's strategy for growth, product development, market position, expenditures
and financial results, are forward-looking statements.

These forward-looking statements involve a number of risks and uncertainties,
including, but not limited to, those discussed in these paragraphs. Factors that
could cause future results to differ from these expectations include general
economic conditions particularly related to demand for Bullion Rivers' products
and services; changes in business strategy; competitive factors; pricing
pressures; changes in operating expenses; fluctuation in foreign currency
exchange rates; inability to attract or retain key personnel; and other factors
described in Bullion River's filings with the Securities and Exchange
Commission. The results that Bullion River achieves may differ materially from
any forward-looking statements due to these risks and uncertainties. The
forward-looking statements in this Form 10-KSB for the fiscal year ended
December 31, 2007, are subject to risks and uncertainties that could cause
actual results to differ materially from this results expressed in or implied by
the statements contained in this report.

As a result, the identification and interpretation of data and other information
and their use in developing and selecting assumptions from and among reasonable
alternatives requires the exercise of judgment. To the extent that the assumed
events do not occur, the outcome may vary substantially from anticipated or
projected results, and accordingly, no opinion is expressed on the achievability
of those forward-looking statements. No assurance can be given that any of the
assumptions relating to the forward-looking statements specified in the
following information are accurate. All forward-looking statements are made as
of the date of filing of this Form 10-KSB and Bullion River disclaims any duty
to update any such forward-looking statements.

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

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

(a) BUSINESS DEVELOPMENT

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

On December 9, 2003, five of the current Nevada subsidiaries of the Company were
incorporated and sold to the Company. These subsidiaries are Antone Canyon
Mining Corp., Cimarron Mining Corp., Corcoran Canyon Mining Corp., North Fork
(Nevada) Mining Corp. and Thomas Creek Mining Corp., which changed its name to
Wenban Spring Mining Corp. on September 28, 2004. On September 30, 2004, the
Company acquired all of the issued and outstanding shares of French Gulch
(Nevada) Mining Corporation, which was incorporated in the State of Nevada on
September 30, 2004. All of these corporations are sometimes collectively called,
the "Subsidiaries". On January 20, 2004, the Company changed its name to
"Bullion River Gold Corp."

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The Company has an authorized capital of 200,000,000 common shares with a par
value of $0.001. As of April 10, 2008, there were 90,583,219 common shares
issued and outstanding.

In November 2006 the Company announced that it had concluded its bulk sampling
and testing phase at the French Gulch mine site. At that point Management
concluded that substantial testing of the mining processes and equipment had
been completed and the Company was now operating with the intent to extract and
process known mineralized deposits in order to generate revenue. As of December
31, 2007, the Company had produced approximately 5,373 ounces of gold and 1,126
ounces of silver and had realized approximately $3,543,441 in revenue.

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

Neither the Company nor any of the Subsidiaries has been involved in any
bankruptcy, receivership or similar proceedings. There have been no material
reclassifications, mergers, consolidations or purchases or sales of a
significant amount of assets not in the ordinary course of the Company's
business.

b) BUSINESS OF BULLION RIVER GOLD CORP.

Bullion River Gold Corp. is a mineral production and exploration company. The
Company, through the Subsidiaries, conducts gold and silver mineral production
and exploration on properties in the western United States. See "Item 2,
Description of Property," regarding the acquisition of the option agreements for
more information.

The Company announced production at its French Gulch Subsidiary in November of
2006. Although we believe drilling and test mining in this location have
demonstrated there is the potential for a commercially viable mine, to date
French Gulch has not provided enough gold to be cash flow positive. There is no
assurance that a commercially viable ore body, or reserve, exists in any of the
mineral claims until sufficient exploration work is done and an evaluation of
that work concludes economic and legal feasibility. The Company's current plans
are strictly limited to research and exploration at its other properties.

Based on successful test mining and drilling at its French Gulch subsidiary the
Company is actively mining in this location. The property has not produced
enough gold to be cash flow positive and still requires additional working
capital to continue operations. There is no assurance that the Company will be
able to raise additional working capital through equity or debt financing.

The Company intends to try to remove any mineralized material from its other
subsidiaries' properties, if economically viable. If mineralized material is
found on any of the Company's mineral exploration projects and removal is
warranted, and the Company does not have the adequate working capital to do so,
the Company will have to sell additional common shares or borrow money to
finance the cost of removing the mineralized material. There is no assurance
that the Company will have the working capital to remove the mineralized
material from its mineral exploration projects, if warranted, and there is no
assurance the Company will be able to raise additional working capital through
equity or debt financing.

COMPETITION

The Company competes with other mining and exploration companies possessing
greater financial resources and technical facilities than the Company in
connection with the acquisition of mineral exploration claims and leases on gold
and other precious metals prospects and in connection with the recruitment and
retention of qualified personnel. The gold mining industry is fragmented, and
the Company is a relatively small participant in the gold and silver mining
market. Many of the Company's competitors have very diverse portfolios and have
not confined their markets to one mineral or property, but explore a wide array
of minerals and mineral exploration properties. Some of these competitors have
been in business for longer than the Company and may have established more
strategic partnerships and relationships than the Company.

There is significant competition for the limited number of gold acquisition
opportunities and, as a result, the Company may be unable to continue to acquire
an interest in attractive gold and silver mineral exploration properties on


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beneficial terms.

While the Company competes with other exploration companies, there is no
competition for the exploration or removal of mineralized material from the
Company's properties. Readily available wholesale purchasers of gold and other
precious metals exist in the United States and throughout the world. The largest
are Handy & Harman, Englehard Industries and Johnson Matthey, Ltd. The wholesale
purchase of precious metals is affected by a number of factors beyond the
Company's control. The factors are:

         o    Fluctuations in the market price for gold
         o    Fluctuating supplies of gold
         o    Fluctuating demand for gold
         o    Mining activities by other companies

If the Company finds gold or silver at any of its properties that is deemed of
economic grade and in sufficient quantities to justify removal, the Company
would seek additional capital through equity or debt financing to build a mine
and plant. The Company would then mine the gold or silver. After mining, the
Company would process the ore through a series of steps that produces a rough
concentrate. This rough concentrate would then be sold to refiners and smelters
for the value of the mineral contained therein, less the cost of further
concentrating, refining and smelting. Refiners and smelters then sell the gold
on the open markets through brokers who work for wholesalers, including the
major world wholesalers set forth above.

MINING EQUIPMENT, EMPLOYEE AND CONTRACTOR AVAILABILITY

Competitive demand for employees and contractor services and unforeseen
shortages of supplies and equipment could result in disruption of planned
exploration and mining activities. Current demand for exploration drilling
services is robust and may result in suitable equipment and trained manpower
being unavailable at scheduled times in the Company's exploration schedule. The
Company will attempt to locate products, equipment and materials after
sufficient funds have been raised. If the Company cannot find the products and
equipment it needs for the various mineral exploration programs, the Company
will have to suspend its mineral exploration and mining programs until the
Company can find the employees, contractors and/or equipment it needs.

GOVERNMENT CONTROLS AND REGULATIONS

The various levels of government controls and regulations address, among other
things, the environmental impact of mineral exploration and mineral processing
operations and establish requirements for decommissioning of mineral exploration
properties after operations have ceased. With respect to the regulation of
mineral exploration and processing, legislation and regulations in various
jurisdictions establish performance standards, air and water quality emission
standards, land use standards and other design or operational requirements for
various components of operations, including health and safety standards.
Legislation and regulations also establish requirements for decommissioning,
reclamation and rehabilitation of mineral exploration properties following the
cessation of operations, and may require that some former mineral exploration
properties be managed for long periods of time.

The Company's exploration and development activities are subject to various
levels of federal and state laws and regulations relating to protection of the
environment, including requirements for closure and reclamation of mineral
exploration properties. Some of the laws and regulations include the Clean Air
Act, the Clean Water Act, the Comprehensive Environmental Response, Compensation
and Liability Act, the Emergency Planning and Community Right-to-Know Act, the
Endangered Species Act, the Federal Land Policy and Management Act, the National
Environmental Policy Act, the Resource Conservation and Recovery Act and all the
related state laws in California and Nevada where the Company mineral interests
are situated.

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

                                       3
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The Company is required to obtain work permits from the Bureau of Land
Management and the U.S. Forest Service for any exploration work that results in
a physical disturbance to the land. The Company is not required to obtain a work
permit for any phase of its proposed mineral exploration programs that does not
involve any physical disturbance to the mineral claims. The Company is required
to obtain a work permit if it proceeds with the subsequent phases of its
proposed mineral exploration programs. As the exploration programs proceed to
the trenching, drilling and bulk-sampling stages, the Company will be required
to post bonds and file statements of work with the Bureau of Land Management and
with the U.S. Forest Service. The Company will be required by the Bureau of Land
Management and the U.S. Forest Service to undertake remediation work on any
development activities that results in physical disturbance to the mineral
claims. The cost of remediation work will vary according to the degree of
physical disturbance.

It is the Company's objective to provide a safe working environment, not to
disrupt archaeological sites and to conduct its activities in such a manner as
to cause unnecessary damage to the mineral exploration properties.

The Company has secured and will secure all necessary permits for exploration
and will file final plans of operation prior to the commencement of any mineral
exploration operations. In July of 2006 the Company accidentally discharged
water into an active stream. The discharge was discovered and addressed with all
due haste. The Company was charged a fee for this act of $35,270, which was
promptly paid by the Company. Management anticipates no additional discharge of
water into active stream, creek, river, lake or any other body of water
regulated by environmental law or regulation and re-contouring and re-vegetation
of disturbed surface areas will be completed pursuant to law. Any portals, adits
or shafts will be sealed upon abandonment of the mineral exploration properties.
It is difficult to estimate the cost of compliance with the environmental law
since the full nature and extent of the Company's proposed activities cannot be
determined until it commences operations and knows what that will involve from
an environmental standpoint.

The Company and its Subsidiaries are in compliance with the applicable law and
will act to comply with that law in the future. Management believes that such
compliance will not adversely affect the Company's business operations in the
future or its competitive position. Although the Company makes every attempt to
comply with the foregoing, and has put in place contingency plans, there is no
guarantee that an unforeseen occurrence may cause non compliance, and the
Company may face penalties if there is a non compliance situation.

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE COMPANY'S
BUSINESS

The Company's business is subject to various levels of governmental controls and
regulations, which are supplemented and revised from time to time. The Company
is unable to predict what additional legislation or revisions may be proposed
that might affect its business or when any such proposals, if enacted, might
become effective. Such changes, however, could require increased capital and
operating expenditures and could prevent or delay certain operations by the
Company or one of its Subsidiaries.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

The Company currently sells 100% of its gold and silver to two customers,
however, gold and silver can be readily sold on numerous markets throughout the
world and it is not difficult to ascertain their market price at any particular
time. Since there are a large number of available gold and silver purchasers,
the Company is not dependent upon the sale of gold or silver to any one
customer. Management believes that, because of the availability of alternative
refiners, no material adverse effect would result if the Company lost the
services of any of its current refiners.

PATENTS/TRADE MARKS/LICENSES/FRANCHISES/CONCESSIONS/ROYALTY AGREEMENTS OR LABOR
CONTRACTS

Neither the Company nor its subsidiaries currently owns any patents or trade
marks. Also, they are not party to any license or franchise agreements,
concessions, royalty agreements or labor contracts arising from any patents or
trademarks.

The Company's web sites are copyrighted upon loading. www.bullionriver.com and
www.bullionrivergold.com are registered domain names of the Company. The Company
and its Subsidiaries will seek further trademark protection for any associated
domain names.

NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES

As of December 31, 2007, the Company had 5 full time employees in the corporate
offices and 49 full time employees in the field.

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                                  RISK FACTORS

Any investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and all of the information
contained herein and in our filings with the Securities and Exchange Commission
that can be viewed in the Edgar Archives at www.sec.gov before deciding whether
to invest in our Company. Our business, financial condition or results of
operations could be materially adversely affected by these risks. The trading
price of our common stock could decline due to any of these risks, and you may
lose all or part of your investment. Some of these factors have affected our
financial condition and operating results in the past or are currently affecting
us. This Annual Report also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by us described below and elsewhere in this Annual
Report. With respect to this discussion, the terms "Bullion River," "Company,"
"we," "us" and "our" refer to Bullion River Gold Corp., and our wholly-owned
Subsidiaries.

PLEASE CONSIDER THE FOLLOWING RISK FACTORS BEFORE DECIDING TO INVEST IN BULLION
RIVER'S COMMON SHARES.

RISKS ASSOCIATED WITH THE COMPANY'S BUSINESS AND PROPERTIES:

1.   THE COMPANY LACKS AN OPERATING HISTORY AND HAS LOSSES THAT IT EXPECTS WILL
     CONTINUE INTO THE FUTURE. IF THE LOSSES CONTINUE, THE COMPANY WILL HAVE TO
     SUSPEND OPERATIONS OR CEASE OPERATIONS.

     The Company has little operating history upon which an evaluation of its
     future success or failure can be made. The Company has incurred significant
     operating losses since inception and has limited financial resources to
     support it until such time that it is able to generate positive cash flow
     from operations. The Company's net loss since inception through December
     31, 2007 is $44,334,297. For the 12 month period ended December 31, 2007,
     total net loss was increased by $20,161,346. See "Management Discussion and
     Analysis" below under Part II, Item 6, for more details.

     The Company's ability to achieve and maintain profitability and positive
     cash flow is dependent upon its ability to (1) locate a profitable mineral
     property, (2) generate revenues from its planned business operations, and
     (3) reduce exploration costs. Based upon current plans, the Company expects
     to incur operating losses in future periods. This will happen because there
     are expenses associated with the research and exploration of its mineral
     properties and the French Gulch property is not operating profitably. The
     Company cannot guarantee that it will be successful in generating revenues
     in the future. Failure to generate revenues may cause the Company to
     suspend or cease operations.

2.   THE COMPANY'S AUDITORS HAVE ISSUED A GOING CONCERN OPINION AND IF THE
     COMPANY IS UNABLE TO RAISE SUFFICIENT CAPITAL, IT MAY NOT BE ABLE TO
     ACHIEVE ITS OBJECTIVES AND MAY HAVE TO SUSPEND OR CEASE OPERATIONS.

     The Company's auditors have issued a going concern opinion. This means that
     the auditor believes there is uncertainty that the Company can continue as
     an ongoing business for the next 12 months. If the Company is unable to
     obtain additional debt or equity funding it may have to suspend or cease
     operations.

3.   ALTHOUGH THE COMPANY IDENTIFIED AREAS OF MINERALIZATION ON ITS PROPERTIES,
     IT HAS NO KNOWN ORE RESERVES AND CANNOT GUARANTEE THAT IT WILL FIND ANY ORE
     RESERVES. THE COMPANY DOES NOT KNOW IF ITS CURRENT MINERALIZED AREAS OR ANY
     ORE RESERVES IT FINDS WILL BE PROFITABLE. IF NO PROFITABLE MINERALIZED
     AREAS OR ORE RESERVES ARE FOUND, THE COMPANY MAY HAVE TO CEASE OPERATIONS.

     Although the Company has started production at its French Gulch property,
     it is not profitable. All but one of the Company's mineral claims are in
     the exploration stage and none of the mineral claims has any known ore
     reserves or generates any cash flow. With the exception of French Gulch,
     the Company has not identified any mineable gold or silver reserves on any
     of the mineral claims and the Company cannot guarantee that it will ever
     find any ore reserves at its other properties. Although the Company is in
     production at French Gulch, this property is not cash flow positive. Even
     if the Company finds that there is gold or silver on any of its mineral
     claims, the Company cannot guarantee that it will be able to recover enough
     gold or silver from an ore reserve or generate enough cash flow from that
     ore reserve to be profitable. Even if the Company recovers gold or silver,
     it cannot guarantee that it will make a profit. If the Company cannot find
     gold or silver, or it is not economical to recover the gold or silver, the
     Company will have to cease operations.

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4.   THE COMPANY DOES NOT HAVE SUFFICIENT FUNDS TO COMPLETE EACH OF THE
     SUBSIDIARY'S PROPOSED MINERAL EXPLORATION PROGRAMS AND AS A RESULT MAY HAVE
     TO SUSPEND OPERATIONS.

     The Company's mineral exploration programs are limited and restricted by
     the amount of working capital that the Company has and is able to raise
     from financings. The Company does not have sufficient funds to complete
     each of the Subsidiary's proposed mineral exploration programs. As a
     result, the particular Subsidiary may have to suspend or cease its
     operations on those particular mineral claims. The Company's current
     operating funds are less than necessary to complete proposed mineral
     exploration programs of each of the Subsidiaries, and therefore the Company
     will need to obtain additional financing in order to complete each of the
     proposed mineral exploration programs. Currently the Company is focusing
     its development at the French Gulch property. This property is in
     production, but has not produced enough gold and silver to be cash flow
     positive. The Company may have to cease operations if it is unable to raise
     capital to continue operations at French Gulch before the property
     generates enough gold and silver to be profitable.

     The Company can provide no assurance to investors that the Company will be
     able to find additional financing if required. Obtaining additional
     financing would be subject to a number of factors, including the
     availability of gold and silver in commercial quantities, the market prices
     for gold and silver, investor acceptance of the Company's mineral claims
     and investor sentiment. These factors may make the timing, amount, terms or
     conditions of additional financing unavailable to the Company. The most
     likely source of future funds presently available to the Company is through
     the sale of equity capital or debentures. Any sale of share capital will
     result in dilution to existing shareholders. Issuance of debentures also
     increases the risk to investors if the Company is unable to repay a
     debenture, because debt holders will likely be paid before any shareholder
     on liquidation. Other anticipated alternatives for the financing of further
     exploration would be the offering by the Company of an interest in the
     mineral claims to be earned by another party or parties carrying out
     further exploration, private loans, or bonds.

5.   THE COMPANY'S SUCCESS IS DEPENDENT ON GOOD LABOR AND EMPLOYMENT RELATIONS.

     Production at French Gulch is dependent upon the efforts of our employees.
     Relations between the Company and our employees may be impacted by changes
     in labor relations resulting from, among others, action or inaction
     employee groups, unions, and the governmental authorities. Adverse changes
     in such laws, regulations or rules, or in the relationship between the
     Company and our employees, may have a material adverse effect on our
     business, results of operations, and financial condition.

6.   IF THE COMPANY AND ITS SUBSIDIARIES DO NOT COMPLETE THE REQUIRED
     EXPLORATION EXPENDITURES AND MAKE THE REQUIRED OPTION PAYMENTS MANDATED IN
     THE VARIOUS OPTION AGREEMENTS, THE COMPANY WILL LOSE ITS INTEREST IN THE
     MINERAL CLAIMS AND THE COMPANY'S BUSINESS MAY FAIL.

     The Company and its Subsidiaries are obligated to incur a minimum amount of
     exploration expenditures on certain mineral claims in accordance with the
     various option agreements that the Subsidiaries are party to in order to
     maintain the option agreements in good standing and to be able to exercise
     the option and obtain a 100% interest in the mineral claims. The Company's
     existing cash reserves are insufficient to enable it to incur the minimum
     amount of exploration expenditures required. The Company will require
     substantial working capital to fund the continued exploration of the
     mineral claims and to exercise the various options. If the Company does not
     incur the exploration expenditures required by the option agreements, the
     Company may forfeit its interest in those respective mineral claims. The
     Company has not raised the required additional financing and cannot provide
     any assurance to investors that the additional financing will be available
     to it on acceptable terms, or at all, to incur exploration expenditures, to
     make option payments, to continue operations, to fund new business
     opportunities or to execute its business plan. The Company is currently
     negotiating amendments to its payment contracts for the French Gulch and
     North Fork properties and the owners are willing to accept new payment
     terms. If the Company loses its interests in the optioned mineral claims,
     then there is a substantial risk that its business will fail.

7.   ADVERSE WEATHER MAY MAKE ACCESS TO CERTAIN MINERAL CLAIMS IMPOSSIBLE DURING
     THE YEAR. THIS WILL DELAY THE COMPANY'S PROPOSED MINERAL EXPLORATION
     PROGRAMS, WHICH COULD PREVENT THE COMPANY FROM GENERATING REVENUES.

     The Company's proposed exploration programs on certain mineral claims can
     only be performed approximately seven to nine months out of the year. This
     is because rain and snow cause roads leading to these mineral claims to be
     impassable during three to five months of the year. When roads are
     impassible, the Company is unable to continue with its mineral exploration
     programs on these mineral claims and, as a consequence, unable to generate
     revenues.

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8.   THE COMPANY MAY NOT HAVE ACCESS TO ALL OF THE SUPPLIES AND MATERIALS THAT
     IT NEEDS FOR EXPLORATION, WHICH COULD CAUSE THE COMPANY TO DELAY OR SUSPEND
     ITS OPERATIONS.

     Competitive demand for contractor services and unforeseen shortages of
     supplies and equipment could result in disruption of planned exploration
     activities. Current demand for exploration drilling services is robust and
     may result in suitable equipment and trained manpower being unavailable at
     scheduled times in the Company's exploration schedule. The Company will
     attempt to locate products, equipment and materials after sufficient funds
     have been raised. If the Company cannot find the products and equipment it
     needs for the various mineral exploration programs, the Company will have
     to suspend its mineral exploration programs until the Company can obtain
     the products and equipment it needs.

9.   THE COMPANY MAY NOT BE ABLE TO ATTRACT AND RETAIN QUALIFIED KEY PERSONNEL
     NECESSARY FOR THE IMPLEMENTATION OF ITS BUSINESS STRATEGY AND MINERAL
     EXPLORATION PROGRAMS.

     The Company's future success depends largely upon the continued service of
     its board members, executive officers and other key personnel. The
     Company's success also depends on its ability to continue to attract,
     retain and motivate qualified personnel. Key personnel represent a
     significant asset, and the competition for these personnel is intense in
     the mineral exploration industry.

     The Company may have particular difficulty attracting and retaining key
     personnel for its mineral exploration programs. The Company does not
     maintain key person life insurance on any of its personnel. The loss of one
     or more of its key employees or its inability to attract, retain and
     motivate qualified personnel could negatively impact the Company's ability
     to complete its mineral exploration programs.

10.  UNFORESEEN TITLE DEFECTS MAY RESULT IN A LOSS OF ENTITLEMENT TO PRODUCTION
     AND RESERVES.

     Ownership of the Company's properties could be subject to prior undetected
     claims or interests. Although we have performed title reviews of our
     properties, the reviews do not guarantee or certify the chain of title
     against all adverse claims or contingencies. If any title defect were to
     arise, our entitlement to the mineral rights associated with our properties
     could be jeopardized, and could have a material adverse effect on our
     financial condition, results of operations and our ability to timely
     execute our business plan.

11.  WE CURRENTLY HAVE A MATTER PENDING WITH THE INTERNAL REVENUE SERVICE (IRS),
     WHICH COULD RESULT IN A LARGE CASH EXPENDITURE AND COULD HAVE A MATERIAL
     ADVERSE IMPACT ON OUR OPERATING RESULTS AND CASH FLOWS.

     As of December 31, 2007 the Company has an underpayment of federal and
     state payroll taxes of approximately $805,000 and penalties and interest of
     approximately $104,000. The potential tax, penalty and interest impact of
     this matter has been fully reserved on our consolidated balance sheet. In
     addition, an immediate demand to pay the payroll tax liability could have a
     material adverse impact on our consolidated cash flows and results of
     operations.

RISKS ASSOCIATED WITH THE COMPANY'S INDUSTRY.

12.  BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINERAL PROPERTIES,
     THERE IS A SUBSTANTIAL RISK THAT THE COMPANY'S BUSINESS WILL FAIL.

     The search for valuable minerals as a business is an extremely high risk
     enterprise. The Company cannot provide investors with any assurance that
     its interest in mineral claims that it has optioned contain commercially
     exploitable reserves of gold or silver. Exploration for minerals is a
     speculative venture necessarily involving substantial risk. The
     expenditures to be made by the Company in the exploration for minerals may
     not result in the discovery of commercial quantities of minerals. Problems
     such as unusual or unexpected formations and other conditions are involved
     in mineral exploration and often result in unsuccessful exploration
     efforts. In such a case, the Company would be unable to complete its
     business plan.

13.  THE GOLD AND SILVER MARKETS ARE VOLATILE MARKETS THAT CAN HAVE A DIRECT
     IMPACT ON THE COMPANY'S REVENUES AND PROFITS, AND THE MARKET CONDITIONS
     WILL EFFECT WHETHER THE COMPANY WILL BE ABLE TO CONTINUE ITS OPERATIONS.

     As of April 10, 2008, the price of an ounce of gold was approximately $925
     and the price of an ounce of silver was approximately $17.80. In order to
     maintain operations, the Company will have to sell its gold and silver for
     more than it costs to mine it. While the current prices are favorable, if

                                       7
<PAGE>

     the Company cannot make a profit, it will have to cease operations until
     the price of gold increases. Because the cost to mine the gold is fixed,
     but subject to inflation, the lower the market price of gold, the greater
     the chance that the Company's operations will not be profitable and that
     the Company will have to cease operations.

     In recent decades, there have been periods of both worldwide overproduction
     and underproduction of certain mineral resources. Such conditions have
     resulted in periods of excess supply of, and reduced demand for, these
     minerals on a worldwide and domestic basis. These periods have been
     followed by periods of short supply of, and increased demand for, these
     mineral products. The excess or short supply of mineral products has placed
     pressures on prices and has resulted in dramatic price fluctuations even
     during relatively short periods of seasonal market demand.

     The mining exploration and development industry may be sensitive to any
     general downturn in the overall economy or currencies of the countries to
     which the product is produced or marketed. Substantial adverse or ongoing
     economic, currency, government or political conditions in various world
     markets may have a negative impact on the Company's ability to operate
     profitably.

14.  BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A
     RISK THAT THE COMPANY MAY INCUR LIABILITY OR DAMAGES AS THE COMPANY
     CONDUCTS ITS BUSINESS.

     The search for valuable minerals involves numerous hazards. As a result,
     the Company may become subject to liability for such hazards, including
     pollution, cave-ins and other hazards against which the Company cannot
     insure or against which the Company may elect not to insure. The payment of
     such liabilities may have a material adverse effect on the Company's
     financial position.

15.  THE COMPANY FACES SIGNIFICANT COMPETITION IN THE MINERAL EXPLORATION
     INDUSTRY.

     The Company competes with other mining and exploration companies possessing
     greater financial resources and technical facilities than the Company has
     in connection with the acquisition of mineral exploration claims and leases
     on gold and other precious metals prospects and in connection with the
     recruitment and retention of qualified personnel. There is significant
     competition for the limited number of gold or silver acquisition
     opportunities and, as a result, the Company may be unable to acquire an
     interest in attractive gold and silver mineral exploration properties on
     beneficial terms.

16.  GOVERNMENTAL REGULATION OR ANY CHANGE IN SUCH REGULATION MAY ADVERSELY
     AFFECT THE COMPANY'S BUSINESS.

     There are several governmental regulations that materially restrict the use
     of minerals. Under the applicable laws and regulations, to engage in
     certain types of exploration will require work permits, the posting of
     bonds and the performance of remediation work for physical disturbance to
     the mineral claims. Also, to operate a working mine, the regulatory bodies
     that govern may require an environmental review process. Although the
     Company makes every effort to operate within government regulations, there
     is no guarantee against an adverse occurrence. In July 2006 the Company
     accidentally discharged water into a stream. The Company addressed the
     issue as soon as it was aware of the occurrence; however, the Company paid
     a fine of thirty-five thousand two hundred and seventy dollars. The Company
     attempts to comply with the laws and regulations, and has put in place
     contingency plans, but there is no guarantee that another unforeseen
     occurrence may cause non-compliance, and the Company could face additional
     penalties if there is non-compliance.

     In addition, the legal and regulatory environment that pertains to the
     exploration of minerals is uncertain and may change. Uncertainty and new
     regulations could increase the Company's costs of doing business and
     prevent the Company from exploring for mineral deposits. The growth of
     demand for minerals may also be significantly slowed. This could delay
     growth in potential demand for and limit the Company's ability to generate
     revenues. In addition to new laws and regulations being adopted, existing
     laws may be applied to mining or mineral exploration that have not yet been
     applied. These new laws may increase the Company's cost of doing business
     with the result that its financial condition and operating results may be
     harmed

17.  THE COMPANY'S BUSINESS AND OPERATING RESULTS WILL BE HARMED IF IT IS UNABLE
     TO MANAGE GROWTH IN ITS BUSINESS.

     The Company's business may experience periods of rapid growth that will
     place significant demands on the Company's managerial, operational and
     financial resources. In order to manage this growth, the Company must
     continue to improve and expand its management, operational and financial
     systems and controls, including quality control and delivery capabilities.

                                       8
<PAGE>

     The Company will also need to continue to expand, train and manage its
     employee base. The Company must carefully manage mineral exploration
     capabilities and production and inventory levels to meet product demand.
     The Company cannot assure that it will be able to timely and effectively
     meet that demand and maintain the quality standards required by its
     existing and potential clients. In addition, inaccuracies in the Company's
     demand forecasts, or failure of the systems used to develop the forecasts,
     could quickly result in either insufficient or excessive inventories or
     disproportionate overhead expenses or both. If the Company ineffectively
     manages its growth or is unsuccessful in recruiting and retaining
     personnel, its business and operating results will be harmed.

RISKS ASSOCIATED WITH THE COMPANY'S COMMON STOCK.

18.  THE COMPANY'S STOCK PRICE IS VOLATILE.

     The stock markets in general and the stock prices of mineral exploration
     companies in particular, have experienced extreme volatility that often has
     been unrelated to the operating performance of any specific public company.
     The market price of the Company's common shares has fluctuated in the past
     and is likely to fluctuate in the future as well. Factors that may have a
     significant impact on the market price of the Company's common shares
     include:

         a.   actual or anticipated variations in the Company's results of
              operations;
         b.   the Company's ability or inability to generate new revenues;
         c.   increased competition;
         d.   government regulations, including mineral exploration and
              environmental regulations;
         e.   conditions and trends in the mineral exploration industry;
         f.   proprietary rights;
         g.   rumors or allegations regarding the Company's financial
              disclosures or practices; or
         h.   the volatility of the gold and silver markets.

     The Company's stock price may be impacted by factors that are unrelated or
     disproportionate to its operating performance. These market fluctuations,
     as well as general economic, political and market conditions, such as
     recessions, interest rates or international currency fluctuations may
     adversely affect the market price of the Company's common stock.

19.  A SMALL NUMBER OF THE COMPANY'S SHAREHOLDERS OWN A SUBSTANTIAL AMOUNT OF
     THE COMPANY'S COMMON SHARES, AND IF SUCH SHAREHOLDERS WERE TO SELL THOSE
     SHARES IN THE PUBLIC MARKET WITHIN A SHORT PERIOD OF TIME, THE PRICE OF THE
     COMPANY'S COMMON SHARES COULD DROP SIGNIFICANTLY.

     Because a small number of the Company's shareholders own a substantial
     amount of the Company's common shares, those shareholders will be able to
     significantly decide who will be directors and any other shareholders may
     not be able to elect any directors. Also, sales of a large number of shares
     of the Company's common shares or even the availability of a substantial
     number of common shares for sale could have the effect of reducing the
     price per share of the Company's common shares.

20.  THE COMPANY MAY NOT BE ABLE TO ATTRACT AND RETAIN QUALIFIED PERSONNEL
     NECESSARY FOR THE IMPLEMENTATION OF ITS BUSINESS STRATEGY AND MINERAL
     EXPLORATION PROGRAMS.

     The Company's future success depends largely upon the continued service of
     its board members, executive officers and other key personnel. The
     Company's success also depends on its ability to continue to attract,
     retain and motivate qualified personnel. Key personnel represent a
     significant asset, and the competition for these personnel is intense in
     the mining industry.

     The Company may have difficulty attracting and retaining key personnel. The
     Company does not maintain key person life insurance on any of its
     personnel. The loss of one or more of its key employees or its inability to
     attract, retain and motivate qualified personnel could negatively impact
     the Company's ability to complete its mining programs.

21.  FAILURE BY THE COMPANY TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS
     OVER FINANCIAL REPORTING IN ACCORDANCE WITH THE RULES OF THE SEC COULD HARM
     OUR BUSINESS AND OPERATING RESULTS AND COULD RESULT IN A LOSS OF INVESTOR
     CONFIDENCE IN OUR FINANCIAL REPORTS, WHICH COULD HAVE A MATERIAL ADVERSE
     EFFECT ON OUR BUSINESS AND STOCK PRICE.

                                       9
<PAGE>

     We are subject to the requirements of section 404 of the Sarbanes-Oxley
     Act. If we are unable to timely comply with section 404 or if the costs
     related to compliance are significant, our profitability, stock price and
     results of operations and financial condition could be materially adversely
     affected.

     We are required to comply with the provisions of Section 404 of the
     Sarbanes-Oxley Act of 2002, which require us to maintain an ongoing
     evaluation and integration of the internal controls of our business. We
     were required to document and test our internal controls and certify that
     we are responsible for maintaining an adequate system of internal control
     procedures for the year ended December 31, 2007. In subsequent years, our
     independent registered public accounting firm will be required to opine on
     those internal controls and management's assessment of those controls. In
     the process, we may identify areas requiring improvement, and we may have
     to design enhanced processes and controls to address issues identified
     through this review.

     We evaluated our existing controls for the year ended December 31, 2007.
     Our chief executive officer and chief accounting officer identified
     material weaknesses in our internal control over financial reporting and
     determined that the Company did not maintain effective internal control
     over financial reporting as of December 31, 2007. The identified material
     weaknesses did not result in material audit adjustments to our 2007
     financial statements; however, uncured material weaknesses could negatively
     impact our financial statements for subsequent years.

     We cannot be certain that we will be able to successfully complete the
     procedures, certification and attestation requirements of Section 404 or
     that our auditors will not have to report a material weakness in connection
     with the presentation of our financial statements. If we fail to comply
     with the requirements of Section 404 or if our auditors report such
     material weakness, the accuracy and timeliness of the filing of our annual
     report may be materially adversely affected and could cause investors to
     lose confidence in our reported financial information, which could have a
     negative affect on the trading price of our common stock. In addition, a
     material weakness in the effectiveness of our internal controls over
     financial reporting could result in an increased chance of fraud and the
     loss of customers, reduce our ability to obtain financing and require
     additional expenditures to comply with these requirements, each of which
     could have a material adverse effect on our business, results of operations
     and financial condition.

     Further, we believe that the out-of-pocket costs, the diversion of
     management's attention from running the day-to-day operations and
     operational changes caused by the need to comply with the requirements of
     Section 404 of the Sarbanes-Oxley Act could be significant. If the time and
     costs associated with such compliance exceed our current expectations, our
     results of operations could be adversely affected.

22.  THE COMPANY DOES NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

     The Company has never paid cash dividends on its common shares and has no
     plans to do so in the foreseeable future. The Company intends to retain
     earnings, if any, to develop, carry on, and expand its business.

23.  "PENNY STOCK" RULES MAY MAKE BUYING OR SELLING THE COMPANY'S COMMON SHARES
     DIFFICULT, AND SEVERELY LIMIT THEIR MARKET AND LIQUIDITY.

     Trading in the Company's common shares is subject to certain regulations
     adopted by the Securities and Exchange Commission (the "SEC") commonly
     known as the "penny stock" rules. The Company's common shares qualify as
     penny stocks and are covered by Section 15(g) of the Securities Exchange
     Act of 1934, as amended (the "Exchange Act"), which imposes additional
     sales practice requirements on broker-dealers who sell the common shares in
     the aftermarket. The "penny stock" rules govern how broker-dealers can deal
     with their clients and "penny stocks". For sales of the Company's common
     shares, the broker-dealer must make a special suitability determination and
     receive from you a written agreement prior to making a sale to you. The
     additional burdens imposed upon broker-dealers by the "penny stock" rules
     may discourage broker-dealers from effecting transactions in the Company's
     common shares, which could severely limit their market price and liquidity
     of its common shares. This could prevent you from reselling your shares and
     may cause the price of the shares to decline.

24.  COVENANTS IN OUR DEBT INSTRUMENTS MAY LIMIT OUR ABILITY TO OPERATE OUR
     BUSINESS AND ANY FAILURE BY US TO COMPLY WITH SUCH COVENANTS MAY ACCELERATE
     OUR OBLIGATION TO REPAY THE UNDERLYING DEBT.

     Our senior credit facility, our indentures and certain of the agreements
     governing the other indebtedness of our company and our subsidiaries
     contain covenants that may limit our ability to operate our business,

                                       10
<PAGE>

     invest in other businesses, sell assets, create liens or make distributions
     or other payments to our investors and creditors. All of these restrictions
     may limit our ability to take advantage of potential business opportunities
     as they arise.

     Our ability to comply with the financial and other covenants contained in
     our debt may be affected by changes in economic or business conditions or
     other events beyond our control. If we do not comply with these covenants
     and restrictions, we could be in default and the debt, together with
     accrued interest, could be declared immediately payable. If we are unable
     to repay any borrowings when due, the lenders under our senior credit
     facility could proceed against their collateral, which includes most of our
     assets. If any of our debt is accelerated, we may not have sufficient
     assets to repay amounts due.

ITEM 2.         DESCRIPTION OF PROPERTY

The Company operates from its principal executive office at 3500 Lakeside Court,
Suite 200, Reno Nevada. The Company's telephone number is 775-324-4881. In
February 2006, the Company leased these premises for three years starting on
April 1, 2006 subject to tenant improvements. The Company sought out more office
space at a reduced rate per square foot. The offices are 6,150 square feet with
the initial lease period of 3 months at a rate of $6,000. Rent for months 4-12
was $7,687 per month. This amount increased to $7,918 per month in the second
year, and has increased to $8,156 for the third year. The additional space was
required for mine engineering, geology services, and additional investor
communications services. During the fiscal year ending December 31, 2007,
Bullion River Gold paid $86,973 for rent. For information about additional
property or assets under contract, see the heading "Contractual Obligations" in
Part II, Item 6.

         1) FRENCH GULCH (NEVADA) MINING CORP.

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

The Company has staked 66 (sixty-six) unpatented claims in the French Gulch
district to properly secure and encompass areas of known gold mineralization.
The Company has named these newly staked claims, along with the Washington
-Niagara property, the "French Gulch" properties. The 66 claims staked by French
Gulch are 100%-owned by French Gulch. All claim maintenance fees and taxes were
current as of December 31, 2006 and 2007.

During August of 2006, the Company purchased a parcel of undeveloped land
located in the township of French Gulch, CA for the sum of $110,203. The
property is going to be used for mine administration office space.

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; and $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.

For more information and details on the French Gulch Property, see "Management's
Discussion and Analysis or Plan of Operation" in Part II, Item 6.

         2) NORTH FORK MINING CORP.

On February 23, 2004, the Company, through the 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

                                       11
<PAGE>

claims located in Sierra County in the State of California. The options were
assigned from Golden Spike Mining, a Nevada corporation controlled by the
president of the Company, for an assignment fee of $129,115. Peter M. Kuhn is a
director and president of Bullion River and the sole director and officer of
North Fork and a director and the president of Golden Spike Mining. As
additional consideration for the assignment of the option agreements, North Fork
granted Golden Spike Mining a net smelter royalty of 1.5% on the 42 unpatented
mineral claims. See Exhibit 10.5 for more information as referenced in Part III,
Item 13.

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.

     o   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; $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.
     o   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, are for terms of 5
years. To keep these option agreements in good standing, North Fork is required
to make minimum royalty payments, per agreement, of $250 per month until July 3,
2004; $500 per month until July 3, 2005; $1,000 per month until July 3, 2006;
and the greater of $5,000 per month or a 5% net smelter royalty ("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 4, 2003, option agreement for seven unpatented claims has no term.
North Fork can acquire an undivided 100% interest in these claims by paying
$10,000 once North Fork has successfully completed its stage 1 drilling and
exploration program and decides to continue with exploration and by paying the
owner $70,000 once North Fork has successfully completed its stage 2 drilling
and exploration program and decides to continue with exploration.

The Company has a verbal agreement with owners to delay payments under the
original terms of the option agreement and is currently negotiating a new
payment plan. For more information and details on the North Fork Property see
"Management's Discussion and Analysis or Plan of Operations" in Part II, Item 6.

         3) ANTONE CANYON PROPERTY

On January 9, 2004, the Company'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 Golden Spike Mining, a Nevada corporation controlled by
the president of the Company, for an assignment fee of $146,142. See Exhibit
10.1 for more information as referenced in Part III, Item 13.

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 the date of this report all option payments have been paid and are in good
standing. For more information and details on the Antone Canyon Property see
"Management's Discussion and Analysis or Plan of Operations" in Part II, Item 6.

         4) CORCORAN CANYON MINING CORP.

On February 18, 2004, the Company's wholly owned subsidiary, Corcoran Canyon
Mining Corp. ("Corcoran"), was assigned an option to acquire from Landore
Resources a 100% undivided interest in 41 unpatented mineral claims located in
Nye County in the State of Nevada. The option was assigned from Golden Spike
Mining, a Nevada corporation controlled by the president of the Company, for an
assignment fee of $43,596. See Exhibit 10.2 for more information as referenced
in Part III, Item 13.

                                       12
<PAGE>

In addition, Golden Spike Mining agreed to transfer all of its right, title and
interest in 89 contiguous unpatented mineral claims to Corcoran.

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

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

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

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

For more information and details on the Corcoran Canyon Property, see
"Management's Discussion and Analysis or Plan of Operations" in Part II, Item 6.

         5) CIMARRON MINING CORP.

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

         6) WENBAN SPRING MINING CORP.

On February 20, 2004, Bullion River Gold'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 Gold for an assignment fee of
$53,740. See Exhibit 10.4 for more information as referenced in Part III, Item
13.

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 238 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.

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, which were issued on May 1, 2006. Bullion River was obliged to spend
$150,000 in exploration including all maintenance fees by January 20, 2008, in
order to obtain a 51% ownership in the claims. The Company has negotiated an
extension in order to acquire the 51% ownership in the claims. By spending
another $200,000, Bullion River can increase its ownership to 76%. After that,
the partners have to spend on a $350,000 to $110,000 basis (Bullion River to
Senator) or get diluted accordingly. Once a partner has less than 10% ownership,
it can elect a three percent NSR. The properties are so-called `grassroots'
properties. No significant exploration has been done to this point.

For more information and details on the Wenban Spring Property see "Management's
Discussion and Analysis or Plan of Operations" in Part II, Item 6.

         7) PAINTED HILLS CLAIMS

                                       13
<PAGE>

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

         8) MISSION MINE CLAIMS

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 has made the
following payments to TKM Corp.:

         1.   Non-refundable $10,000 payment on February 18, 2006 upon entering
              into the agreement.
         2.   $40,000 on February 24, 2006 for the right to explore the
              property through August 31, 2006.
         3.   $50,000 on September 1, 2006 for the right to explore the
              property from September 1, 2006 until September 1, 2009.

TKM has granted the Company 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 2.5% net smelter royalty for the first three years of production from the
property.

On November 16th, 2006 the Company entered into an exploration permit with the
option to purchase 34 unpatented lode mining claims from Nevada Eagle Resources
LLC (NER). The 32 LA claims ( LA 1-17and 19-31) claims and the MMC 1 and 2
claims are located in the Dale Mining District of Riverside and San Bernardino
counties of southern California. The claims were located in the spring of 2006
and were subsequently filed and recorded with the California BLM and the
respective recorders offices in San Bernardino and Riverside counties. The
Company paid $10,000 upon signing the agreement and can purchase the aforesaid
unpatented mining claims from NER as per the following schedule:

         $15,000 - April 27, 2007
         $20,000 - April 27, 2008
         $25,000 - April 27, 2009
         $30,000 - April 27, 2010
         $50,000 - April 27, 2011

The purchase option will be considered exercised once the payments totaling
$150,000 have been made to NER. NER will retain a 3% net smelter return on the
claims, of which 2% may be purchased for $1 million per percentage point by the
Company.

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

For more information and details on the Mission Mine project see "Management's
Discussion and Analysis or Plan of Operations" in Part II, Item 6.

         9) COMPANY CLAIM SUMMARY

The following is a summary of the claims held by the Company as of December 31,
2007 by state and subsidiary:

                     California:
                       French Gulch                            121
                       Mission Mine                             97
                       North Fork                               42
                                                         ----------
                         Total California claims               260

                                       14
<PAGE>

                     Nevada:
                       Antone Canyon                            60
                       Corcoran Canyon                         130
                       Wenban Spring                           292
                                                         ----------
                         Total Nevada claims                   482
                                                         ----------
                       Total claims                            742
                                                         ==========

ITEM 3.         LEGAL PROCEEDINGS

In the normal course of business, we may become involved in various legal
proceedings. Except as stated below, there are no other past, pending or, to our
knowledge, threatened litigation or administrative actions which in our opinion
have had or are expected to have a material adverse effect upon our business,
prospects financial condition or operations.

On August 3, 2007, the Company and one of its subsidiaries, French Gulch Mining
Corp., received a letter written on behalf of Stuart and Bianca Bennett and
Northern California River Watch (collectively "Citizens") placing the Company
and the French Gulch Mining Corp. on notice of alleged violations of the Federal
Resource Conservation and Recovery Act ("RCRA") 42 U.S.C. ss. 6901 et seq. at
the Washington Mine site.(1) The Citizens further warn that following the
expiration of the appropriate notice period under the RCRA, the Citizens intend
to commence a civil action against the Company and French Gulch Mining Corp. in
the United States District Court on the following grounds:

         1. The Company's and French Gulch Mining Corp.'s use of storage of
hazardous materials at the Washington Mine site and facilities has resulted in
the leaching into soil and ground water of toxic metals, hazardous materials and
other pollutants as described further herein which has an continues to violate
permits, standards, regulations, conditions, requirements or prohibitions
effective pursuant to RCRA regarding storage of pollutants [42 U.S.C. ss.
6972(a)(1)(A)];

         2. The Company's and French Gulch Mining Corp.'s operations at the
Washington Mine site and facilities have caused contamination of soil and
groundwater which presents an imminent and substantial endangerment to human
health and the environment. [42 U.S.C. ss. 6972(a)(1)(B)].

During the ninety (90) day notice period, however, the Citizens have indicated a
willingness to discuss effective remedies for the alleged violations referenced
in the letter. And although the Company and French Gulch Mining Corp. deny the
Citizens' claims and intend to vigorously defend any actions commenced, the
Company and French Gulch Mining Corp. have invited the Citizens to allow them to
view and investigate the Washington Mine site. However, to date, neither the
Company nor French Gulch Mining Corp. has received any response from the
Citizens.

On March 27, 2008 the Company received a letter from the Internal Revenue
Service stating that French Gulch (Neveda) Mining Corp. owes $221,626 in taxes,
interest and penalties for the tax period ending December 31, 2007. On April 4,
2008, the Company requested a 120 day extension on its payment. During this time
the Company will review the merits of this claim, determine whether the Company
has reasonable cause to remove or reduce the assessed penalties, and if
necessary, attempt to negotiate a settlement of any taxes owed.

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

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

                                     PART II

ITEM 5.         MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
                MATTERS AND ISSUER PURCHASERS OF EQUITY SECURITIES

     (a)      MARKET INFORMATION


________________
(1) The RCRA requires that a private party provide ninety (90) days prior notice
to the alleged violator, the Administrator of the Environmental Protection
Agency and the State in which the violation is alleged to have occurred before
the initiating an action for an imminent and substantial endangerment to human
and health environment. [42 U.S.C. ss. 6972(b)(2)(A)].

                                       15
<PAGE>

The Company's common shares have been quoted on the NASD OTC Bulletin Board
since October 1, 2003, under the symbol "BLRV" (formerly "DYSI"). However, the
first trade occurred in November, 2003. The table below gives the high and low
bid information for each fiscal quarter since the Company's common shares have
been quoted. The bid information was obtained from OTC Bulletin Board and
reflects inter-dealer prices, without retail mark-ups, mark-downs or
commissions, and may not represent actual transactions.

                                HIGH & LOW BIDS
--------------------------------------------------------------------------------
QUARTER ENDED          HIGH               LOW                      SOURCE
--------------------------------------------------------------------------------
31-Dec-07             $0.30              $0.17                  Yahoo Finance
30-Sep-07             $0.61              $0.26                  Yahoo Finance
30-Jun-07             $0.70              $0.51                  Yahoo Finance
31-Mar-07             $0.86              $0.62                  Yahoo Finance
31-Dec-06             $1.08              $0.65                  Yahoo Finance
30-Sep-06             $0.92              $0.72                  Yahoo Finance
30-Jun-06             $1.04              $0.44                  Yahoo Finance
31-Mar-06             $0.70              $0.44                  Yahoo Finance
31-Dec-05             $0.67              $0.41                  Yahoo Finance
30-Sep-05             $0.86              $0.46                  Yahoo Finance
30-Jun-05             $1.26              $0.75                  Yahoo Finance
31-Mar-05             $1.42              $0.75                  Yahoo Finance
31-Dec-04             $0.93              $0.89               OTC Bulletin Board
30-Sep-04             $0.84              $0.77               OTC Bulletin Board
30-Jun-04             $0.66              $0.60               OTC Bulletin Board
31-Mar-04             $1.37              $0.90               OTC Bulletin Board
31-Dec-03             $   -              $   -               OTC Bulletin Board


     (b)      HOLDERS OF RECORD

As of April 10, 2008, there are approximately 168 holders of record of the
Company's common shares.

     (c)      DIVIDENDS

The Company did not declare any cash dividends on its common stock in fiscal
2007. The Company has no current plans to declare or pay any dividend on its
common stock. Any future determination to pay dividends on our common stock will
depend upon our results of operations, financial condition and capital
requirements, applicable restrictions under any credit facilities or other
contractual arrangements, and such other factors deemed relevant by our board of
directors.

     (d)     SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.
<TABLE>
                                 EQUITY COMPENSATION PLAN INFORMATION
                                                                                NUMBER OF SECURITIES
                                                                               REMAINING AVAILABLE FOR
                                                                                FUTURE ISSUANCE UNDER
                            NUMBER OF SECURITIES TO      WEIGHTED-AVERAGE        EQUITY COMPENSATION
                            BE ISSUED UPON EXERCISE     EXERCISE PRICE OF         PLANS (EXCLUDING
                            OF OUTSTANDING OPTIONS,    OUTSTANDING OPTIONS,    SECURITIES REFLECTED IN
                              WARRANTS AND RIGHTS      WARRANTS AND RIGHTS           COLUMN (a))

      PLAN CATEGORY                   (a)                      (b)                       (c)
------------------------------------------------------------------------------------------------------
<S>                                <C>                        <C>                     <C>
Equity compensation plans
approved by security
holders                            1,344,278                  $0.50                   2,655,722

Equity compensation plans
not approved by security
holders                                -                        -                     5,000,000
                                ------------            ------------               ------------
          TOTAL                    1,344,278                  $0.50                   7,655,722
                                ============            ============               ============
</TABLE>

                                       16
<PAGE>

On December 12, 2006, the Company's shareholders approved the adoption of the
Bullion River Gold Corp. Stock Incentive Plan (the "2006 Plan"). The 2006 Plan
authorizes awards of options (both incentive stock options and non-qualified
stock options), stock awards or stock bonuses. Persons eligible to receive
awards under the 2006 Plan include our employees, officers, directors,
consultants, independent contractors, and advisors to the Company or any parent
or subsidiary of the Company.

Our board of directors administers the 2006 Plan. Our board of directors has the
authority to determine, at its discretion, the number and type of awards that
will be granted, the recipients of the awards, and exercise or purchase price
required to be paid, when options may be exercised and the term of the option
grants. Options granted under the plan may not be exercised after ten (10) years
from the date the option is granted. A total of 4,000,000 shares of common stock
were reserved for awards granted under the 2006 Plan. As of April 10, 2008, the
Company had issued an aggregate of 0 shares of common stock to individuals
pursuant to the 2006 Plan.

On December 12, 2007, the Board of Directors approved the adoption of the 2007
Equity Incentive Plan (the "2007 Plan"). The 2007 Plan authorizes awards of
options (both incentive stock options and non-qualified stock options), stock
awards or stock bonuses. Persons eligible to receive awards under the 2007 Plan
include our employees, officers, directors, consultants, independent
contractors, and advisors to the Company or any parent or subsidiary of the
Company.

Our board of directors administers the 2007 Plan. Our board of directors has the
authority to determine, at its discretion, the number and type of awards that
will be granted, the recipients of the awards, and exercise or purchase price
required to be paid, when options may be exercised and the term of the option
grants. Options granted under the plan may not be exercised after ten (10) years
from the date the option is granted. A total of 5,000,000 shares of common stock
were reserved for awards granted under the Plan. As of April 10, 2008, we had
issued an aggregate of 70,024 shares of common stock to one company pursuant to
the Plan.

Options granted under the either 2006 Plan or the 2007 Plan may be designated as
incentive stock options or non-qualified stock options. Incentive stock options
may be granted only to our employees (including officers and directors who are
also employees). The exercise price of non-qualified stock options may not be
less than 85% of the fair market value of the share of common stock of the
Company on the date of the grant, and the exercise price of incentive stock
options may not be less than 100% of the fair market value of the share of
common stock of the Company on the date of the grant. However, the exercise
price of any option may not be less than 110% of the fair market value of the
common stock of the Company on the date of grant in the case of individual
owning 10% or more of the common stock of the Company. Neither incentive stock
options nor non-qualified stock options may have a term exceeding ten (10)
years. In the case of an incentive option that is granted to an individual
owning 10% or more of the common stock, the term may not exceed five (5) years.

     (e)      RECENT SALES OF UNREGISTERED SECURITIES

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

From September 2004 through May 2005, the Company raised $2,447,725 in cash from
the $0.75 unit offering, Reg S, and issued an aggregate 3,263,635 restricted
units.

From December 2004 through May 2005, the Company raised $2,449,951 in cash from
the $0.75 unit offering, Reg D, and issued an aggregate 3,266,609 restricted
units.

                                       17
<PAGE>

On November 17, 2004, the Board of Directors approved the amendment to all
issued and outstanding warrants by changing the term of the warrants from two
years to three years and changed the terms of the $0.75 unit offering so that
each new warrant issued would be for a term of three years.

In October, 2005, the Company 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 the Company 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.

From October 2005 through July 2006, the Company raised $3,542,463 in cash from
the $0.50 unit offering, Reg D, and issued an aggregate 5,519,950 restricted
units.

From October 2005 through July 2006, the Company raised $6,918,500 in cash from
the $0.50 unit offering, Reg S, and issued an aggregate 13,837,000 restricted
units.

From June 2006 through July 2006, the Company raised $1,855,504 in cash from the
$0.75 unit offering, Reg D, and issued an aggregate 2,474,005 restricted units.

From January 2006 through July 2006 the Company issued an aggregate 457,386
restricted shares, Reg D, for services.

From January 2006 through December 2006, the Company issued an aggregate 560,000
restricted shares, Reg S, for services.

From July 2006 through August 2006, the Company raised $361,250 in cash from the
$0.75 unit offering, Reg S, and issued an aggregate 481,667 restricted units.

During October 2006, the Company issued 39,453 restricted shares for conversion
of interest payments due on convertible debt.

On November 8, 2006, the Company entered into a Securities Purchase Agreement
with 21 investors for an aggregate amount of (i) $2,861,000 in convertible
notes, and (ii) warrants to purchase 3,814,673 shares of the Company's common
stock.

On July 13, 2007, the Company converted $550,000 in short term loans that were
due on June 30, 2007 into forward sale contracts with detached warrants.

On July 13, 2007 through August 2, 2007, the Company raised $790,000 in cash
from forward sale contracts with detached warrants.

On August 9, 2007, the Company entered into an Agreement, Including Promissory
Note. In addition to the Agreement, the transaction includes a Common Stock
Purchase Warrant and Registration Rights Agreement.

On July 18, 2007 through December 26, 2007 the Company raised $942,500 in cash
by issuing 6,283,333 equity units at $0.15 per unit. Each unit consists of one
share of common stock and one warrant to purchase one share of common stock at
$0.25 per share.

On July 18, 2007 through December 6, 2007 the Company received $1,606,500 in
cash related to subscriptions to purchase 6,426,000 restricted equity units at
$0.25 per unit in a private offering. Each unit consists of one common share and
one warrant to purchase one common share for $0.40. The warrants sold under this
offering expire two years from the initial date of the warrant.

On January 15, 2008 the Company issued 70,024 shares of common stock registered
on Form S-8 to Richardson & Patel LLP for legal services that were not in
connection with the offer or sale of the Company's securities.

On January 2, 2008 the Company received $1,500,000 in cash related to
subscriptions to purchase 10,000,000 restricted equity units at $0.15 per unit
in a private offering. Each unit consists of one share of common stock and one
warrant to purchase one share of common stock for $0.25. The warrants sold under
this offering expire two years from the initial date of the warrant.

                                       18
<PAGE>

On January 16, 2008 the Company received $2,500,000 in cash related to
subscriptions to purchase 10,000,000 restricted equity units at $0.25 per unit
in a private offering. Each unit consists of one share of common stock and one
warrant to purchase one common share for $0.45. The warrants sold under this
offering expire two years from the initial date of the warrant.

On February 29, 2008 the Company sold 400 ounces of gold in the form of
internationally redeemable gold certificates and a warrant to purchase to
purchase 800,000 shares of common stock of the Company. The purchase price for
the gold certificates and warrant is $340.000. The warrant sold in this
transaction will expire on December 31, 2009.

Within the past three years we have issued the following securities not
registered under the Securities Act by reason of the exemption afforded under
Rule 903 of Regulation S of the Securities Act on the basis that the sale of the
shares was completed in an "offshore transaction," as defined in Rule 902(h) of
Regulation S. We did not engage in any directed selling efforts, as defined in
Regulation S, in the United States in connection with the sale of the shares.
Each investor represented to us that the investor was not a U.S. person, as
defined in Regulation S, and was not acquiring the shares for the account or
benefit of a U.S. person.

The Company issued these securities to persons who were either "accredited
investors," or "sophisticated investors" who, by reason of education, business
acumen, experience or other factors, were fully capable of evaluating the risks
and merits of an investment in our Company; and each had prior access to all
material information about us. We believe that the offer and sale of these
securities was exempt from the registration requirements of the Securities Act,
pursuant to Sections 4(2) and 4(6) thereof, and Rule 506 of Regulation D of the
Securities and Exchange Commission and from various similar state exemptions,
and with respect to the foreign investors, pursuant to Regulation S of the
Securities and Exchange Commission.

ITEM 6.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS

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

2007 OVERVIEW AND 2008 OUTLOOK

Summary
-------

During the year ending December 31, 2007, the Company concentrated its
activities at the French Gulch project located in Northern California. At French
Gulch, the Company continued work on the main decline and the Washington access
in order to access the Washington and Lucky-7 veins. The Company continued
commercial production during the entire year. The Company is continuing to
upgrade its facilities as necessary. See "FRENCH GULCH NEVADA MINING CORP."
section below for additional detail.

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

Unless the Company's anticipated production projects contain commercially viable
sources of gold or silver and until such time as it achieves significant
revenues from the sales of gold or silver, the Company will continue to incur
losses. The costs associated with bringing a commercially viable mine into

                                       19
<PAGE>

operation are significant and the Company cannot guarantee that it will be able
to obtain the required working capital to continue current operations or bring
any other mines into commercial production. As the Company proceeds with its
production and exploration programs it will need to hire independent contractors
as well as purchase or lease additional equipment.

During 2008, the Company plans to continue concentrating its activities at the
French Gulch property focusing on production and development activities and
implementing capital upgrades in accordance with the mine operating plan.
Exploration activities will continue on the Corcoran Canyon property in
accordance with the joint venture agreement with Silver Quest Resources Ltd., a
Vancouver-based mineral exploration company. Currently there is minimal activity
planed for the North Fork, Mission Mine, Antone Canyon, and Wenban Spring
properties in 2008. If additional funding becomes available, the Company may do
some exploration work at North Fork, Antone Canyon, Mission Mine and Wenban
Spring.

The Company anticipates continuing to rely on debt and equity sales in order to
finance operations until such time that sufficient revenue is generated from
precious metal extraction that the Company is capable of supporting itself with
internally generated cash flow. The issuance of additional shares will result in
dilution to existing shareholders of the Company.

FRENCH GULCH NEVADA MINING CORP

Current status
--------------

During 2007, the Company continued commercial production. The new decline was
advanced further towards the Lucky 7 and the Washington vein systems were
accessed as well. Furthermore, a connection to the I-level was completed in late
summer, allowing for a second way of egress and improved ventilation. Several
new stopes were started and mined, both in the Washington and the Lucky 7 vein
systems. New mining methods using slushers and overhand access were introduced,
mainly in the narrower veins in the Washington system. Mining from the Robillard
and 2630 levels was stopped. In mid-year, the crews were reduced in order to
improve efficiency.

The Company continued to make improvements on the mill and installed a new
crushing system.

During the year ending December 31, 2007, the Company spent approximately $5.5
million on exploration and development and $1.1 on mill improvements at French
Gulch.

In November 2007, the company received an updated 43-101 compliant Technical
Report with updated ore resources. This report was also published on the
Company's website.

Subsequent and Future Work
--------------------------

Production continued in 2008. Furthermore, underground diamond drilling started
to further identify additional ore zones and to test possible new ore
extensions, mainly to the west of the known ore structures.

The Company is continuing to plan and prepare for production expansion.

Although the Company has proceeded into the commercial production phase,
underground development will continue in an effort to open new stoping blocks in
the current development area and to access the Niagara Mine to the northwest.
The development program will be an ongoing activity to ensure that sufficient
mining areas are available to provide ore to the mill on a continuous basis as
well as to provide additional underground drill sites for further exploration

Other planned work in the mine will include the preparation of an underground
equipment service and repair facility and an underground dry room for employees.
These facilities will be built underground in order to reduce surface congestion
as well as make it simpler to contain any possible pollutants within the mine.
Engineering work has been completed for these facilities. The Company will also
continue to expand the scope of its permits as operations increase.

The Company is presently negotiating with the Washington Niagara Mining
Partnership an adjusted payment plan in addition to the original terms of the
option agreement. As of March 31, 2008, the Company had paid a total of $878,916
to the partnership and owed $621,084.

NORTH FORK MINING CORP

Current status
--------------

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

                                       20
<PAGE>

An exploration permit is in place, which has been extended until December 2008.
Currently, the Company has two reclamation bonds in place totaling $29,800 with
the U.S. Forest Service for financial assurances for completion of foreseeable
reclamation related to underground and surface exploration.

The Company suspended activities at North Fork in February 2006 as a result of
management's decision to concentrate manpower and equipment resources at French
Gulch.

The Company is currently negotiating an amendment with the owners to the
original terms of the option agreement.

Proposed Exploration
--------------------

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

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

     o    Excavation and securing of the diamond drill station
     o    Excavation and securing underground explosives magazines
     o    Installing transformers and cable from surface to the underground
          drill station
     o    Excavation and securing a refuge station.

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

ANTONE CANYON MINING CORP

Current status and Proposed Exploration
---------------------------------------

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

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

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

Expenses totaled approximately $425 for the Antone Canyon property during 2007,
primarily attributable to consulting, claim maintenance fees, and insurance.

The required option fee of $40,000 was paid in January 2008. And as of the date
of this report all option payments have been paid and are in good standing.

CORCORAN CANYON MINING CORP

Current status and Proposed Exploration
---------------------------------------

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

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

Expenses for the year ending December 31, 2007 totaled approximately $350 for
the property, primarily attributable to claim maintenance fees, professional
fees, and insurance.

On June 16, 2006 the Company and Silver Quest Resources LTD and Silver Quest
Resources (US) LTD (together "Silver Quest") entered into a joint venture
exploration agreement for the property. The agreement provides for Silver Quest
to acquire an initial 51% interest in the property by making cash payments of

                                       21
<PAGE>

$250,000, issuing 400,000 shares, and incurring $1,500,000 in exploration and
development expenditures over a three year period. Silver Quest can increase its
interest to 75%, by paying an additional $1.0 million, issuing an additional
500,000 shares, and incurring an additional $1.75 million (U.S.) in
expenditures. As of December 31, 2007, Silver Quest had made all cash payments
due to the Company and has issued the 200,000 common shares of Silver Quest to
stay in compliance with all of the terms of the option agreement.

Silver Quest completed an exploration drilling program in 2006. The drilling
program consisted of three widely spaced diamond drill holes totaling 1,388
meters that were drilled from previously permitted drill sites. The holes were
successful in confirming and then extending previously known high-grade silver
mineralization in CCD06-01 as well as discovering new zones of silver
mineralization in holes CCD06-02 and CCD06-03.

In addition, the drilling discovered wide zones of significant gold
mineralization in strongly silicified, sulfidic tuff breccias, which overlap the
silver mineralization in CCD02-01. The potential for near-surface bulk-tonnage
mining of these gold zones is still being evaluated.

Below are the results from the completed diamond-drilling program at the
Corcoran Canyon silver-gold project, which consisted of three holes for a total
of 1,388 meters.

Hole CCD06-01 was drilled at about a minus 48 degrees in a southeasterly
direction to intercept the possible down-dip extension of the West Silver Reef
zone. Drill results included:

<TABLE>
<S>     <C>

>From        To                               Interval   Ag g/t      Au g/t     Ag oz/t    Au oz/t
m359.4      362.9                             3.5 m     411.0       0.27       11.99      0.008
Within a wider mineralized zone of:
m357.5      365.2                             7.6 m     196.7       0.16       5.74       0.005

Drill results from Hole CCD06-02 included the discovery of a new silver zone,
which included:

>From     To                                  Interval   Ag g/t      Au g/t     Ag oz/t    Au oz/t
m148.4      150.6                            2.2 m      795.0       0.29       23.19      0.008

Hole CCD06-02 was drilled at minus 48 degrees in a northwesterly direction in an
area with no previous drilling. The mineralization is hosted in a fault breccia
zone in a quartz-eye, rhyolite lapilli tuff unit, with associated fault gouge,
pyrite and sericite alteration.

Hole CCD06-02 also intersected another zone of significant silver mineralization
hosted in a quartz-feldspar flow-dome unit with silica veining and pyrite
stringers noted, including:

>From        To                               Interval   Ag g/t      Au g/t     Ag oz/t    Au oz/t
m305.7      308.9                            3.2 m      211.0       0.17       6.15       0.005
</TABLE>

Hole CCD06-03, was drilled at minus 50 degrees in a southeasterly direction.
This hole encountered several zones of anomalous silver mineralization including
3.2 meters of 25.9 g/t Ag and 0.24 g/t Au at a depth of 174.0 meters, and 3.0
meters of 69.2 g/t Ag at a depth 391.1 meters.

A qualified person, as defined by National Instrument 43-101, supervised the
preparation of the technical information and verified the foregoing scientific
and technical information by reviewing the underlying data.

WENBAN SPRING MINING CORP

Current status and Proposed Exploration
---------------------------------------

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

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

Currently, the Company has a reclamation bond in place for $5,400 with the
Bureau of Land Management for financial assurances for completion of foreseeable
reclamation related to surface exploration.

Expenses for the year ending December 31, 2007 totaled approximately $350 for
the property, primarily attributable to purchase option payments, professional
fees, and insurance.

                                       22
<PAGE>

The Company is planning to maintain the property for future exploration but does
not have any significant plans for 2008 at this time.

The Company contracted Reliance Geological Services Inc. to conduct a Technical
Report of the property according to Canadian Instrument 43-101, which has been
published on the Company's website.

MISSION MINE PROJECT

Location and Background
-----------------------

The Mission Mine property consists of 26 unpatented lode claims which are
located about 58 km southeast of Twenty-Nine Palms in Riverside Co., California.
The Mission Mine was originally developed between 1890 and 1930 as part of the
Dale Mining District and contributed to the 17,000 oz of gold produced 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, the Company has located an
additional 71 claims in the district to cover a series of old mines, veins,
prospects, adits, and shafts. Three of the old mines, which were recently
acquired by staking, had mills which produced gold from the ore.

On November 16th, 2006 the Company entered into an exploration permit with the
option to purchase 34 unpatented lode mining claims from Nevada Eagle Resources
LLC (NER). The 32 LA claims ( LA 1-17and 19-31) claims and the MMC 1 and 2
claims are located in the Dale Mining District of Riverside and San Bernardino
Counties of Southern California. The claims were located in the spring of 2006
and were subsequently filed and recorded with the California BLM and the
respective recorders offices in San Bernardino and Riverside Counties. The
Company paid $10,000 upon signing the agreement and can purchase the aforesaid
unpatented mining claims from NER as per the following schedule:

         $15,000 - April 27, 2007
         $20,000 - April 27, 2008
         $25,000 - April 27, 2009
         $30,000 - April 27, 2010
         $50,000 - April 27, 2011

The purchase option will be considered exercised once the payments totaling
$150,000 have been made to NER. NER will retain a 3% net smelter return on the
claims, of which 2% may be purchased for $1 million per percentage point by the
Company.

Current status and Proposed Exploration
---------------------------------------

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

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

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

Expenses for the year ending December 31, 2007 totaled approximately $28,439 for
the property, primarily attributable to purchase option payments, claim
maintenance fees, consulting, and legal fees.

                                       23
<PAGE>

For 2008, the Company is currently in the process of permitting a Plan of
Operations through the Barstow BLM.

The Company contracted Reliance Geological Services Inc. to conduct a Technical
Report of the property according to Canadian Instrument 43-101, which has been
published on the Company's website.

RESULTS OF OPERATIONS

REVENUES AND COST OF SALES FOR THE YEAR ENDING DECEMBER 31, 2007 VS. DECEMBER
31, 2006

The Company generated $804,190 in revenue for the year ending December 31, 2006.
The Company was still in the exploration stage for the first three quarters of
2006. The Company remained in the exploration stage until the fourth quarter of
the year ending December 31, 2006 when the Company transitioned into the
production phase. At that time management concluded that substantial testing of
the mining processes and equipment at the French Gulch mine had been completed
and that the Company was now operating with the intent to extract and process
known mineralized deposits in order to generate revenue. For the year ending
December 31, 2007 the Company generated $3.5 million in revenue from the sales
of precious metals. The revenue was offset with cost of sales of $5.9 million
for a gross loss of $2.4 million.

EXPENSES FOR THE YEAR ENDING DECEMBER 31, 2007 VS. DECEMBER 31, 2006

The Company's total operating expenses were $11 million for the year ended
December 31, 2007, a decrease of $2 million or 15% less than for the year ended
December 31, 2006.

The decrease in operating expenses was primarily attributable to exploration and
development activities. Exploration and development expenses totaled $5.5
million for 2007 as compared to $8.8 million in 2006, a decrease of $3.3 million
or 38%. Most of this decrease is related to the increase in production-related
activities at the French Gulch mine site compared to 2006 when a majority of
activity was exploration and development-related. General and administrative
expenses increased by $1.2 million, or 34%, due primarily to the increased level
of support required by the activities at French Gulch. Other variances in
operating expenses from last year include an increase in depreciation and
accretion of $264,054 and a decrease in employee stock-based compensation of
$322,421.

The increase in net non-operating expenses was primarily attributable to
interest expense. Interest expense totaled $5.4 million for 2007 as compared to
$1.0 million in 2006, an increase of $4.4 million. The increase in interest
expense is mainly attributable to the issuances of convertible debt in the third
and fourth quarters of 2006 and the first quarter of 2007. The increase in net
non-operating expense included a net loss of $1.1 million resulting from
interest income, gain on extinguishment of debt, loss on asset disposal, loss on
forward sales and other non-operating income.

LIQUIDITY AND FINANCIAL CONDITION

CASH AND WORKING CAPITAL

The Company had a cash balance of $0 on December 31, 2007. For the year ending
December 31, 2007, the Company had a net cash outflow of $146,509 which was made
up of the following:

     o    The Company used $8.6 million in operating activities. This operating
          cash outflow represents a net loss for the period of $20.1 million;
          reduced by $5.5 million of non-cash expenses; increased by a net
          increase in operating assets of $175,677; and reduced by an increase
          in operating liabilities of $5.8 million.
     o    The Company had cash outflow in investment activities of $1.0 million,
          which represents $1.2 million used for the purchase of fixed assets
          offset by a $194,980 from the sale of assets and securities.
     o    The Company had cash inflow from financing activities totaling $9.4
          million from a net increase in debt of $4.4 million; a gross increase
          in equity of $5.2 million offset by offering costs of $197,525.

At December 31, 2007, the Company had a working capital deficit of $15.8
million. The decrease in working capital of $14.1 million from December 31, 2006
was due to an increase in current liabilities of $14 million and a decrease in
current assets of $83,543. The increase in current liabilities is primarily
attributable to increases in, short term note, forward gold sales accounts
payable and accrued liabilities. Bullion River had an accumulated deficit of
$44.3 million since inception and has a shareholder's deficit of $12.9 million.
The Company has no contingencies or long-term agreements except for its
commitments under the option agreements, premises, and leases.

On February 6, 2008, the Company issued a press release indicating that the net
proceeds of a recent private placement of securities would be used by the
Company for mine exploration and infrastructure upgrades at the mine facility in
French Gulch. The proposed use of proceeds set forth in the February 6, 2006
press release was based upon our plans and business conditions at that time.

                                       24
<PAGE>

However, our management determined in its discretion to apply the net proceeds
of that offering to pay down certain short and long term [overdue??] debt
obligations of the Company that were a burden on the Company's operational and
fiscal planning. Accordingly the Company has not made all of the mine
exploration and infrastructure upgrades it intended to make at the time of the
press release. [Did they make any??]

INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY

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

CRITICAL ACCOUNTING POLICIES

MINERAL PROPERTIES

The Company confines its exploration activities to areas from which gold and
silver have been previously produced, or to properties that are contiguous to
such areas and have demonstrated mineralization. The costs of acquiring options
on the mineral claims and exploration and development costs will be expensed
until established economically recoverable reserves are found, after which costs
to develop the mineral claims will be capitalized and amortized on a
unit-of-production basis. At this time it is unknown when established
economically recoverable reserves will be found. Properties that do not have
economically recoverable reserves will be abandoned.

RECLAMATION AND ABANDONMENT COSTS

Adoption of SFAS 143 "Accounting for Asset Retirement Obligations" addresses
financial accounting and reporting for obligations associated with the
reclamation and abandonment costs. The policy requires that reclamation and
closure costs including site rehabilitation costs be recorded at the estimated
present value of reclamation liabilities and recorded as an asset. These
reclamation costs will be allocated to expense over the life of the related
options and will be adjusted for changes resulting from the passage of time and
revisions to either the timing, or the amount of the original present value
estimate.

Accounting for reclamation and remediation liabilities requires management to
make estimates at the end of each period of the undiscounted costs expected to
be incurred. Such cost estimates include, ongoing care, maintenance and
monitoring costs. Changes in estimates are reflected in earnings in the period
an estimate is revised.

Accounting for reclamation and remediation liabilities requires management to
make estimates of the future costs we will incur to complete the reclamation and
remediation work required to comply with existing laws and regulations. Actual
costs incurred in future periods could differ from amounts estimated.
Additionally, future changes to environmental laws and regulations could
increase the amount of reclamation and remediation work required. Any such
increases in future costs could materially impact the amounts charged to
earnings for reclamation and remediation.

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.

CONTRACTUAL OBLIGATIONS

The following is a summary of the Company's significant contractual obligations
payable for the years ended December 31:

                                       25
<PAGE>
<TABLE>
                                                2008          2009          2010          2011          2012       Thereafter
                                           ----------------------------------------------------------------------------------
<S>                                          <C>           <C>            <C>           <C>           <C>           <C>
Property option and purchase payments        $ 492,500     $ 342,500      $164,584      $ 43,500      $ 44,500      $ 13,500
Operating lease obligations
                                               101,918        26,987             -             -             -             -
Loan obligations
                                            12,843,099       250,000             -             -             -             -
Capital lease obligations - equipment
                                                57,093        19,339         8,145         6,902             -             -
Capital lease obligations - vehicles
                                                38,664        41,579        40,839         8,719             -             -
                                           ----------------------------------------------------------------------------------
Total commitments                          $13,633,274     $ 680,405     $ 213,568      $ 59,121      $ 44,500      $ 13,500
                                           ==================================================================================
</TABLE>

ENVIRONMENTAL

Our exploration activities are subject to various federal and state laws and
regulations governing the protection of the environment. These laws and
regulations are continually changing and are generally becoming more
restrictive. We conduct our exploration activities so as to protect the public
health and environment and believe our exploration activities are in compliance
with all applicable laws and regulations.

The Company is operating the French Gulch Mine under environmental permits
issued to prior operators and subsequently transferred to the Company. Because
of the increased scope and size of our operation at the site, the waste
discharge and mine reclamation plan need to be revised. New applications for
these permits were filed in March of 2007. After reviewing the updated
application for a waste discharge permit, the California Water Quality Control
Board asked for revisions and expansion and asked us to split the application
into two separate applications and resubmit the two applications by January 2,
2008. We have since then revised our practices after discussions with the Water
Quality Control Board and have committed to re-submit the revised applications
by April 15th, 2008.

We believe that we are substantially in compliance with all environmental
permits required for the operation of the French Gulch Mine and will continue to
expand and up-date our environmental permits to reflect the increased size and
scope of our operations.

INFLATION

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

UNCERTAINTIES RELATING TO FORWARD LOOKING STATEMENTS

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

ITEM 7.         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements are listed in the Index to Financial Statements on page
F-1.

The financial statements of Bullion River Gold Corp required to be filed with
this 10-KSB Annual Report were prepared by management, and commence on the
following page, together with the related notes. In the opinion of management,
the financial statements fairly present the financial condition of the Company.

ITEM 8.         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSURE

Bullion River's principal independent accountant from December 1, 2003, to
February 7, 2006, was Hall & Company, Certified Public Accountants Inc., 16410
Sand Canyon Avenue, Suite 100, Irvine, California, 92618. There were no
disagreements with Hall & Company on accounting and financial disclosure. As of
February 15, 2006, HJ & Associates have been retained as the Company's new
independent auditors and have done the audit work for the December 31, 2005,
December 31, 2006 and this December 31, 2007 10-KSB year end Annual Report in
addition to the review work for the March 31, 2007, June 30, 2007 and September
30, 2007 10-QSB quarterly reports. See the Company's 8-K Current Report dated
February 7, 2006, that was filed with the SEC on February 15, 2006, and which is
incorporated herein by reference. See Part III, Item 13.

ITEM 8A.        CONTROL AND PROCEDURES

                                       26
<PAGE>

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its chief executive
officer and chief financial officer, as appropriate, to allow timely decisions
regarding required disclosure. Based on their most recent evaluation, which was
completed within 90 days of the filing of this Form 10-KSB and as of the end of
the period of this annual report the Company's chief executive officer and chief
financial officer believe that the Company's disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) were not effective such
that information required to be disclosed by it in this report is accumulated
and communicated to its management, including its principal executive officer
and principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure. Based upon the foregoing, the Company's chief
executive officer and chief financial officer concluded that the Company's
disclosure controls and procedures were not effective in connection with the
filing of this Annual Report on Form 10-KSB for the year ended December 31,
2007.

We have begun to take steps to mitigate this material weakness to the fullest
extent possible. As soon as our finances allow, we plan on hiring additional
finance staff and, where necessary, utilizing competent outside consultants to
provide a layer of review and technical expertise that is currently lacking in
our internal controls over financial reporting.

ITEM 8AT.       EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

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

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Our management, which consists primarily of Peter M. Kuhn, chief executive
officer and chief accounting officer, who is responsible for establishing and
maintaining adequate internal control over financial reporting (as defined in
Rule 13a-15(f) under the Exchange Act). Our internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes of accounting principles generally accepted in the United
States.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance of achieving
their control objectives.

Our management, including our sole executive and accounting officer, evaluated
the effectiveness of the Company's internal control over financial reporting as
of December 31, 2007. In making this assessment, our management used the COSO
framework, an integrated framework for the evaluation of internal controls
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on its evaluation, our management concluded that there are multiple
material weaknesses in our internal control over financial reporting. A material
weakness is a deficiency, or combination of control deficiencies, in internal
control over financial reporting such that there is a reasonable possibility
that a material misstatement of the Company's annual or interim financial
statements will not be prevented or detected on a timely basis.

The material weaknesses identified include

     >>   Inadequate Control environment that promotes effective internal
          control over financial reporting throughout the management structure
     >>   Lack of sufficient personnel in the finance department
     >>   Lack of accounting technical expertise in finance department
     >>   Lack of formal accounting policies and procedures over many financial
          statement areas
     >>   Insufficient execution of controls throughout all processes
     >>   Lack of appropriate spreadsheet controls
     >>   Lack of segregation of duties and appropriate review procedures
          throughout all accounting processes
     >>   Lack of formal review of access to financial software
     >>   Inadequate controls surrounding the determination and calculation of
          accrued liabilities

                                       27
<PAGE>

     The combination of these material weaknesses resulted in an ineffective
system of internal control at December 31, 2007.

Based on our evaluation under the frameworks described above, our management has
concluded that our internal control over financial reporting was not effective
as of December 31, 2007.

This annual report does not include an attestation report of the company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management's
report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

During the most recent quarter ended December 31, 2007, there was no change in
our internal control over financial reporting (as defined in Rule 13a-15(f) and
15d-15(f) under the Exchange Act) ) that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

ITEM 8B.        OTHER INFORMATION

For the quarter ended December 31, 2007, all items required to be disclosed
under Form 8-K were reported under Form 8-K.

                                    PART III

ITEM 9.         DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Each director of the Company or its Subsidiaries holds office until (i) the next
annual meeting of the shareholders, (ii) his or her successor has been elected
and qualified, or (iii) the director resigns.

The Company's and its subsidiaries' management teams are listed below.

     COMPANY NAME         PETER M. KUHN              DR. JORG OTZEN
---------------------------------------------------------------------
Bullion River Gold        Director, CEO,                Director
Corp.                       President,
                            Treasurer,
                       Corporate Secretary
---------------------------------------------------------------------
Antone Canyon Mining      Director, CEO,                  n/a
Corp.                       President,
                            Treasurer,
                       Corporate Secretary
---------------------------------------------------------------------
Cimarron Mining Corp.     Director, CEO,                  n/a
                            President,
                            Treasurer,
                       Corporate Secretary
---------------------------------------------------------------------
Corcoran Canyon Mining    Director, CEO,                  n/a
Corp.                       President,
                            Treasurer,
                       Corporate Secretary
---------------------------------------------------------------------
French Gulch (Nevada)     Director, CEO,                  n/a
Mining Corp.                President
---------------------------------------------------------------------
North Fork Mining Corp.   Director, CEO,                  n/a
                            President,
                            Treasurer,
                       Corporate Secretary
---------------------------------------------------------------------
Wenban Spring Mining      Director, CEO,                  n/a
Corp.                       President,
                            Treasurer,
                       Corporate Secretary
---------------------------------------------------------------------

                                       28
<PAGE>

PETER M. KUHN - Mr. Kuhn (53) has been a director and the CEO of Bullion River
Gold Corp. since December 2003. Mr. Kuhn has been the sole director and officer
of each of the five subsidiaries since December 2003. Mr. Kuhn received a
Masters of Engineering Degree (M.E.) from Technical University of Clausthal
(Germany) in 1983 and has been an engineer since 1983. Mr. Kuhn has more than 28
years experience in the mineral exploration and mining industry. Since May 2001,
Mr. Kuhn has worked as a mining consultant. From November 1999 to April 2001,
Mr. Kuhn was the President of BLM Service Group providing management and
supervisory services. From August 1987 and October 1999 Mr. Kuhn worked for
Thyssen Mining Construction of Canada providing management services, supervision
and was responsible for the direction of the company.

DR. ING JORG OTZEN - Dr. Otzen (47) is currently the Managing Partner and a
director of Meteor AG, and has been since 2005. Meteor AG is an engineering
company that specializes in coil winding machinery. From 1999 to 2005, Dr. Otzen
was the Head of Financial Services, for Ascom-Group, where he was responsible
for all the M&A activities of this telecom equipment group. Dr. Otzen received
his Bachelor of Science degree equivalent (Vordiplom) in Mechanical Engineering
from Aachen Institute of Technology in 1988. He received a Master of Science
equivalent in Mechanical Engineering from the University of Wisconsin in 1991.
He received his Doctorate in Mechanical Engineering from the Aachen Institute of
Technology in 1993. Dr. Otzen received a Master of Business Administration from
Harvard University in 1995.

(b)  IDENTIFY SIGNIFICANT EMPLOYEES

The Company has no significant employees other than Peter M. Kuhn.

(c)  FAMILY RELATIONSHIPS

There are no family relationships among the directors, executive officers, or
persons nominated or chosen by the Company to become directors or executive
officers.

(d)  INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

To the best of our knowledge, none of our directors or executive officers has,
during the past five years:

     o    been convicted in a criminal proceeding or been subject to a pending
          criminal proceeding (excluding traffic violations and other minor
          offences);

     o    had any bankruptcy petition filed by or against any business of which
          he was a general partner or executive officer, either at the time of
          the bankruptcy or within two years prior to that time;

     o    been subject to any order, judgment, or decree, not subsequently
          reversed, suspended or vacated, of any court of competent
          jurisdiction, permanently or temporarily enjoining, barring,
          suspending or otherwise limiting his involvement in any type of
          business, securities, futures, commodities or banking activities; or

     o    been found by a court of competent jurisdiction (in a civil action),
          the Securities and Exchange Commission or the Commodity Futures
          Trading Commission to have violated a federal or state securities or
          commodities law, and the judgment has not been reversed, suspended, or
          vacated.

(e) COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

All reports were filed with the SEC on a timely basis and the Company is not
aware of any failures to file a required report during the period covered by
this annual report, with the exception of the following: The Company failed to
file a Form 3 (Initial Statement of Beneficial Ownership) for Dr. Otzen,
director, at the time of his appointment on December 21, 2007. The Company filed
this Form 3 on February 21, 2008. The Company was late in filing a Form 5 for
Susan Jeffs. The Company filed this Form 5 on February 21, 2008.

                                       29
<PAGE>

(f)  AUDIT COMMITTEE FINANCIAL EXPERT

The Company has no financial expert. Management believes the cost related to
retaining a financial expert at this time is prohibitive. Further, because of
the Company's limited operations and the financial expertise of senior staff and
directors, management believes the services of a financial expert are not
warranted.

(g)  IDENTIFICATION OF AUDIT COMMITTEE

The Company does not have a separately designated standing audit committee.
Rather, the Company's entire board of directors performs the required functions
of an audit committee. Peter Kuhn, and Dr. Otzen are the only directors of the
Company and they perform audit committee functions. Dr. Otzen meets the
independent requirements for an audit committee member. The audit function
includes: (1) selection and oversight of the Company's independent accountant;
(2) establishing procedures for the receipt, retention, and treatment of
complaints regarding accounting, internal controls and auditing matters; (3)
establishing procedures for the confidential, anonymous submission by our
employees of concerns regarding accounting and auditing matters; (4) engaging
outside advisors; and, (5) funding for the outside auditors and advisors engaged
by the audit function. The Company has adopted an audit committee charter. See
Exhibit 99.2 - Audit Committee Charter for more information, as referenced in
Part III, Item 13.

(h)  DISCLOSURE COMMITTEE AND CHARTER

Bullion River Gold has a disclosure committee and has adopted a disclosure
committee charter. Bullion River Gold's disclosure committee comprises all of
its officers and directors. The purpose of the committee is to provide
assistance to the chief executive officer and the chief financial officer in
fulfilling their responsibilities regarding the identification and disclosure of
material information about Bullion River Gold and the accuracy, completeness and
timeliness of Bullion River Gold's financial reports. See Exhibit 99.3 -
Disclosure Committee Charter for more information, as referenced in Part III,
Item 13.

(i)  CODE OF ETHICS

The Company has adopted a code of ethics that applies to all its executive
officers and employees, including its CEO, CFO, and principal accountant. A copy
of the Company's adopted code of ethics is attached to this annual report. See
Exhibit 99.1 - Code of Ethics for more information, as referenced in Part III,
Item 13. Also, the Company's code of ethics has been posted on its website at
either www.bullionriver.com or www.bullionrivergold.com. The Company undertakes
to provide any person with a copy of its code of ethics free of charge.
Management believes Bullion River Gold's code of ethics is reasonably designed
to deter wrongdoing and promote honest and ethical conduct; provide full, fair,
accurate, timely and understandable disclosure in public reports; comply with
applicable laws; ensure prompt internal reporting of code violations; and
provide accountability for adherence to the code.

ITEM 10.         EXECUTIVE COMPENSATION.

The following executive compensation disclosure reflects all compensation
awarded to, earned by or paid to the executive officers below for the fiscal
year ended December 31, 2007. The following table summarizes all compensation
for fiscal year 2007 received by our Chief Executive Officer and our two most
highly compensated executive officers who earned more than $100,000 in fiscal
year 2007.

                                       30
<PAGE>
<TABLE>
<S>     <C>
-----------------------------------------------------------------------------------------------------------
                                     SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------------------------------
                                                                            Non-qualified
                                                                              Deferred
                                                                 Non-Equity   Compen-    All other
 Name and principal                              Stock   Option   Incentive    sation     compen-
      position         Year    Salary    Bonus  Awards   Awards     Plan      Earnings    sation     Total
                                ($)      ($)     ($)     ($)(1)     ($)         ($)         ($)       ($)

        (a)             (b)     (c)       (d)    (e)       (f)      (g)         (h)         (i)       (j)
-----------------------------------------------------------------------------------------------------------
Peter M. Kuhn          2006   $120,000                  114,352
Chief Executive        2007   $150,000
Officer
Dec. 2003 - Present
-----------------------------------------------------------------------------------------------------------
Glenn Blachford        2006     96,000                  101,646
Vice President         2007   $ 96,000
Engineering
April 2004 - Feb 2008
-----------------------------------------------------------------------------------------------------------

(1) The fair value of option awards was determined using the Black-Scholes
Option Pricing Model, based on assumptions set out in Note 11 to the
Consolidated Financial Statements.

Since the Company's inception, no stock appreciation rights, or long-term
incentive plans have been granted, exercised or re-priced.

Currently, there are no arrangements between the Company and any of its
directors or between the Subsidiaries and any of its directors whereby such
directors are compensated for (1) any services provided as directors except as
noted below; (2) termination of employment as a result of resignation,
retirement or change of control; and (3) a change of responsibilities following
a change of control.

The Company and Centennial Development Company, a company of which Peter Kuhn
owns a majority of the voting shares, verbally agreed that Mr. Kuhn would
provide management services to Bullion River Gold for a management fee of $5,000
per month until April 15, 2004. At that time, the terms of the agreement were
renegotiated to $7,500. Bullion River Gold was also obligated to reimburse
Centennial Development Company for any reasonable business related expenses.
Either party was able to terminate the agreement at anytime. The agreement did
not provide for any specific compensation in the event of (1) resignation; (2)
retirement; (3) other termination of the agreement; (4) a change of control of
the Company; or (5) a change in Mr. Kuhn's responsibilities following a change
in control. The agreement with Mr. Kuhn is no longer in effect and Mr. Kuhn is
now an employed directly by the Company.

In late 2003, the Company and Glenn Blachford verbally agreed that Mr. Blachford
would provide consulting services to prepare the underground rehabilitation and
drilling program on the North Fork Property. Mr. Blachford was paid $6,000 per
month through April 30, 2004, for providing the consulting services and was
entitled to participate in any future stock option plans of the Company. On May
1, 2004, Mr. Blachford was hired as the V.P. of Engineering for the Company to
provide engineering guidance to all of its properties. On February 29, 2008 Mr.
Blachford was laid off.

The following table sets forth certain information concerning stock option
awards granted to our named executive officers.

                                OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

-------------------------------------------------------------------------------------------------------------------------
                           OPTION AWARDS                                                      STOCK AWARDS
-------------------------------------------------------------------------------- ----------------------------------------
                                                                                                                 Equity
                                                                                                                 incentive
                                                                                                                 plan
                                                                                                                 awards:
                                                                                                                 Market
                                                                                                      Equity     or
                                                                                                      incentive  payout
                                                                                            Market    plan       value
                                                                                  Number    value     awards:    of
                                                Equity                            of        of        number     unearned
                                                Incentive                         shares    shares    of         shares,
                                                Plan                              or        or        unearned   units
                                                Awards:                           units     units     shares,    or
                     Number of                  Number of                         of        of        units or   other
                     securities   Number of     Securities                        stock     stock     other      rights
                     underlying   securities    underlying                        that      that      rights     that
                     unexercised  underlying    unexercised Option                have      have      that       have
                     options      unexercised   unearned    exercise  Option      not       not       have not   not
                     (#)          options (#)   options     price     expiration  vested    vested    vested     vested
Name                 Exercisable  Unexercisable   (#)         ($)     date        (#)         ($)       (#)      ($)
-------------------------------------------------------------------------------- ----------------------------------------

Peter M. Kuhn         200,000        --           --       $0.50    12/20/2016     --        --        --         --
-------------------------------------------------------------------------------- ----------------------------------------

Glen Blachford        200,000        --           --       $0.50      5/29/08      --        --        --         --
-------------------------------------------------------------------------------- ----------------------------------------

                                       31
<PAGE>

There are no other employment agreements between the Company or the Subsidiaries
and any named executive officer, and there are no employment agreements or other
compensating plans or arrangements with regard to any named executive officer
that provide for specific compensation in the event of resignation, retirement,
other termination of employment, a change of control of the Company, or from a
change in a named executive officer's responsibilities following a change in
control.

The Company currently provides health insurance for Peter M. Kuhn, but presently
does not have pension, annuity, insurance, profit sharing or similar benefit
plans; however, the Company may adopt such plans in the future. There are
presently no other personal benefits available to any employees.

The following director compensation disclosure reflects all compensation awarded
to, earned by or paid to the directors for the fiscal year ended December 31,
2007:

                              DIRECTOR COMPENSATION

                                           Option      Other annual       All other
 Name and principal position     Year      Awards      compensation     compensation
--------------------------------------------------------------------------------------
                                              ($)            ($)              ($)
Susan Jeffs, Director (1)
August 2005 - Present            2007         --             --               --

Peter M. Kuhn
December 2003 - Present          2007         --             --               --

Dr. Ing. Jorg Otzen
December 2007 - Present          2007         --             --               --
_______________
(1)   Susan Jeffs was a member of the Board of Directors until her resignation
      on April 15, 2008.

Our directors are entitled to a fee of $500 per day for meetings that require
personal attendance and are reimbursed for expenses incurred in connection with
their attendance at meetings; however, no directors' fees were paid in 2006 or
2007.

ITEM 11.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT.

(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS (MORE THAN 5%)

                                                                       AMOUNT AND NATURE OF
  TITLE OF CLASS          NAME AND ADDRESS OF BENEFICIAL OWNER         BENEFICIAL OWNER (1)         PERCENT OF CLASS
-----------------------------------------------------------------------------------------------------------------------------
common shares      Elton Participation Group                                15,639,454 (2)                16.59 (3)
                   c/o Morgan & Morgan Trust Corp. Ltd
                   Pasea Estate, Road Town
                   Tortola, BVI
-----------------------------------------------------------------------------------------------------------------------------
common shares      Peter M. Kuhn                                             1,215,000 (4)                 1.32 (5)
                   3500 Lakeside Court, Suite 200
                   Reno, Nevada  89509
common shares      Banque Pasche (Liechenstein) AG                          10,600,000 (6)                10.47 (7)
                   Austrasse 61
                   Vaduz, Austria FL-9490


                                       32
<PAGE>

Footnotes:
         (1) A person is deemed to be the beneficial owner of a security if such
         person has or shares power to vote or direct the voting of such
         security or the power to dispose or direct disposition of such
         security. A person is also deemed to be a beneficial owner of any
         securities if that person has the right to acquire beneficial ownership
         within 60 days of the date hereof. Except as otherwise indicated the
         named entities or individuals have sole voting and investment power
         with respect to the shares of Common Stock beneficially owned.
         (2) The listed beneficial owner has rights to 12,933,334 common share
         warrants, but these warrants have a restriction preventing exercise if
         the beneficial owner owns greater than 4.99% of the outstanding common
         shares of the Company, this the beneficial owner is unable to exercise
         them at this time, and these warrants are not included in their
         beneficial ownership calculation. Includes 3,666,667 shares assuming
         conversion of common share warrants, and 3,666,667 shares assuming
         conversion of a convertible debenture held by beneficial owner.
         (3) Based on 90,583,219 common shares issued and outstanding as of
         April 10, 2008 and includes 3,666,667 shares assuming conversion of
         common share warrants, and 3,666,667 shares assuming conversion of a
         convertible debenture held by beneficial owner.
         (4) The listed beneficial owner includes 200,000 options to purchase
         common shares.
         (5) Based on 90,583,219 common shares issued and outstanding as of
         April 10, 2008 and includes 200,000 shares assuming exercise of option.
         (6) The listed beneficial owner includes 10,600,000 warrants to
         purchase common shares
         (7) Based on 90,583,219common shares issued and outstanding as of April
         10, 2008 and includes 10,600,000 shares assuming exercise of common
         share warrants.

(b) SECURITY OWNERSHIP OF MANAGEMENT

                                                                       AMOUNT AND NATURE OF
  TITLE OF CLASS    NAME AND ADDRESS OF BENEFICIAL OWNER                BENEFICIAL OWNER(1)        PERCENT OF CLASS(4)
-----------------------------------------------------------------------------------------------------------------------------
common shares      Peter M. Kuhn                                            1,215,000 (2)                 1.32%
                   3500 Lakeside Ct, Suite 200
                   Reno, Nevada  89509
-----------------------------------------------------------------------------------------------------------------------------
common shares      Dr. Ing Jorg Otzen                                            nil                         0%
                   3500 Lakeside Ct, Suite 200
                   Reno, Nevada  89509
-----------------------------------------------------------------------------------------------------------------------------
common shares      Directors and Executive Officers (as a group)          1,215,000 (2)(3)                1.32%
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Footnotes:

     (1)  A person is deemed to be the beneficial owner of a security if such
          person has or shares power to vote or direct the voting of such
          security or the power to dispose or direct disposition of such
          security. A person is also deemed to be a beneficial owner of any
          securities if that person has the right to acquire beneficial
          ownership within 60 days of the date hereof. Except as otherwise
          indicated the named entities or individuals have sole voting and
          investment power with respect to the shares of Common Stock
          beneficially owned.
     (2)  Includes options to purchase 200,000 shares of common stock.
     (3)  Based on 90,583,219 common shares issued and outstanding as of April
          10, 2008 and options noted in footnotes by beneficial owner.

(c)  CHANGES IN CONTROL

The Company is not aware of any arrangement that may result in a change in
control of the Company.

                                       33
<PAGE>

ITEM 12.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

(a)  RELATIONSHIPS WITH INSIDERS

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

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

On January 18, 2007 the Company entered into 14% interest loan in the amount of
$200,000 with Centennial Development Corp. This loan was paid in full on
February 14, 2007.

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

(b)  TRANSACTIONS WITH PROMOTERS

Peter M. Kuhn is currently the only promoter of the Company. Mr. Kuhn has not
received anything of value from the Company or its subsidiaries nor is Mr. Kuhn
entitled to receive anything of value from the Company or its subsidiaries for
services provided as a promoter of the Company or its subsidiaries.

ITEM 13.         EXHIBITS

                                 Exhibit Index.


   EXHIBIT        DESCRIPTION
   -------        -----------

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

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

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

       10.1        Assignment Agreement dated January 9, 2004 between Antone
                   Canyon Mining Corp. and Golden Spike Mining filed as an
                   attached exhibit to Bullion River Gold's Form 8-K (Current
                   Report) filed on January 28, 2004, and incorporated herein by
                   reference.

       10.2        Assignment Agreement dated February 18, 2004 between Corcoran
                   Canyon Mining Corp. and Golden Spike Mining filed as an
                   attached exhibit to Bullion River Gold's Form 8-K (Current
                   Report) filed on March 2, 2004, and incorporated herein by
                   reference.

       10.3        Assignment Agreement dated February 19, 2004 between Cimarron
                   Mining Corp. and Golden Spike Mining filed as an attached
                   exhibit to Bullion River Gold's Form 8-K (Current Report)
                   filed on March 3, 2004, and incorporated herein by reference.

       10.4        Assignment Agreement dated February 20, 2004 between Thomas
                   Creek Mining Corp. and Golden Spike Mining filed as an
                   attached exhibit to Bullion River Gold's Form 8-K (Current
                   Report) filed on March 8, 2004, and incorporated herein by
                   reference.

                                       34
<PAGE>

       10.5        Assignment Agreement dated February 23, 2004 between North
                   Fork Mining Corp. and Golden Spike Mining filed as an
                   attached exhibit to Bullion River Gold's Form 8-K (Current
                   Report) filed on March 9, 2004, and incorporated herein by
                   reference.

       10.6        Exploration Agreement dated October 6, 2004 between French
                   Gulch (Nevada) Mining Corp. and the Washington-Niagara Mining
                   Partnership filed as an attached exhibit to Bullion River
                   Gold's Form 10-QSB (Quarterly Report) filed on November 16,
                   2004, and incorporated herein by reference.

       10.7        Securities Purchase Agreements for nine shareholders with
                   Exhibit A Registration Rights Agreements, Exhibit B Warrants
                   and Exhibit B Ratchet Warrants filed as an attached exhibit
                   to Bullion River Gold's SB-2/A filed on December 8, 2006 and
                   incorporated herein by reference.

       10.8        Form of Securities Purchase Agreement for Reg. D Investors,
                   filed as an attached exhibit to Bullion River Gold's Form
                   8-K (Current Report) filed on December 16, 2005, and
                   incorporated herein by reference.

       10.9        Form of Securities Purchase Agreement for Reg. S Investors,
                   filed as an attached exhibit to Bullion River Gold's Form
                   8-K (Current Report) filed on December 16, 2005, and
                   incorporated herein by reference.

       10.10       Form of Registration Rights Agreement, filed as an attached
                   exhibit to Bullion River Gold's Form 8-K (Current Report)
                   filed on December 16, 2005, and incorporated herein by
                   reference.

       10.11       Form of Common Stock Purchase Warrant issued in connection
                   with the Securities Purchase Agreement for Reg. D Investors,
                   filed as an attached exhibit to Bullion River Gold's Form 8-K
                   (Current Report) filed on December 16, 2005, and incorporated
                   herein by reference.

       10.12       Form of Common Stock Purchase Warrant issued in connection
                   with the Securities Purchase Agreement for Reg. S Investors,
                   filed as an attached exhibit to Bullion River Gold's Form 8-K
                   (Current Report) filed on December 16, 2005, and incorporated
                   herein by reference.

       10.13       Form of Regulation D 12% Unsecured Convertible Debenture
                   filed as an attached exhibit to Bullion River Gold's Form 8-K
                   (Current Report) filed on November 14, 2006, and incorporated
                   herein by reference.

       10.14       Form of Regulation S 12% Unsecured Convertible Debenture
                   filed as an attached exhibit to Bullion River Gold's Form 8-K
                   (Current Report) filed on November 14, 2006, and incorporated
                   herein by reference.

       10.15       Promissory Note filed as an attached exhibit to Bullion River
                   Gold's Form 8-K (Current Report) filed on April 3, 2007, and
                   incorporated herein by reference.

       10.16       Common Stock Purchase Warrant filed as an attached exhibit to
                   Bullion River Gold's Form 8-K (Current Report) filed on April
                   3, 2007, and incorporated herein by reference.

       10.17       Registration Rights Agreement filed as an attached exhibit to
                   Bullion River Gold's Form 8-K (Current Report) filed on April
                   3, 2007, and incorporated herein by reference.

       10.18       Form of Warrant filed as an attached exhibit to Bullion River
                   Gold's Form 8-K (Current Report) filed on January 8, 2008,
                   and incorporated herein by reference.

       10.19       Form of Unit Purchase Agreement filed as an attached exhibit
                   to Bullion River Gold's Form 8-K (Current Report) filed on
                   January 8, 2008, and incorporated herein by reference.

                                       35
<PAGE>

      23.1*        Consent of Independent Public Accounting Firm

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

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

       99.1        Code of Ethics filed as an attached exhibit to Bullion River
                   Gold's Form 10-KSB (Annual Report) filed on April 14, 2004,
                   and incorporated herein by reference.

       99.2        Audit Committee Charter filed as an attached exhibit to
                   Bullion River Gold's Form 10-KSB (Annual Report) filed on
                   April 14, 2004, and incorporated herein by reference.

       99.3        Disclosure Committee Charter filed as an attached exhibit to
                   Bullion River Gold's Form 10-KSB (Annual Report) filed on
                   April 14, 2004, and incorporated herein by reference.

* Filed herewith.

ITEM 14.          PRINCIPAL ACCOUNTING FEES & SERVICES

(a)   Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal external accountant for the Company's audit
of annual financial statements and for review of financial statements included
in the Company's Form 10-QSB's or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years were:


         2006 - $6,476   - Hall & Company, Certified Public Accountants Inc.
         2006 - $60,500 - HJ & Associates, LLC
         2007 - $76,500 - HJ & Associates, LLC

(b)   Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of the Company's financial statements and are
not reported in the preceding paragraph were:

         2006 - $0 - HJ & Associates, LLC
         2007 - $0 - HJ & Associates, LLC

(c)   Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning were:

         2006 - $2,950 - HJ & Associates, LLC
         2007 - $4,100 - HJ & Associates, LLC

(d)   All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products
and services provided by the principal accountant, other than the services
reported in paragraphs (1), (2), and (3) above were:

         2006 - $0 - HJ & Associates, LLC
         2007 - $0 - HJ & Associates, LLC

                                       36
<PAGE>

(e) The Company's pre-approval policies and procedures described in paragraph
(c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
pre-approved all accounting related activities prior to the performance of any
services by any accountant or auditor.

(f) The percentage of hours expended on the principal accountant's engagement to
audit the Company's financial statements for the most recent fiscal year that
were attributed to work performed by persons other than the principal
accountant's full time, permanent employees was nil %.


                                       37
<PAGE>


                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Securities and Exchange Act of
1934, the Company has caused this report to be signed on its behalf by the
undersigned duly authorized person.


                                        BULLION RIVER GOLD CORP.


                                        By:   /S/ PETER M. KUHN
                                              ----------------------------------
                                              Name: Peter M. Kuhn
                                              Title: President, Principal
                                              Executive Officer, Principal
                                              Financial Officer, Secretary, and
                                              Director
                                              Dated: April 15, 2008


Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of Bullion River and in the capacities and on the
dates indicated have signed this report below.

<TABLE>
<S>     <C>

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

                                 President, Principal Executive Officer, Principal Financial           April 15, 2008
      /S/ PETER M. KUHN           Officer, Secretary, and a Member of the Board of Directors
-----------------------------


   /S/ DR. ING. JORG OTZEN                     Member of the Board of Directors                        April 15, 2008
-----------------------------

</TABLE>

                                       38
<PAGE>

FINANCIAL STATEMENTS AND SCHEDULES


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS








                                       39
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Bullion River Gold Corp.
Reno, Nevada

We have audited the consolidated balance sheets of Bullion River Gold Corp. and
subsidiaries as of December 31, 2007 and 2006, and the related consolidated
statements of operations and comprehensive income (loss), shareholders' equity
(deficit) and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Bullion River Gold
Corp. and subsidiaries as of December 31, 2007 and 2006, and the results of
their operations and comprehensive income (loss) and their cash flows for the
years then ended, in conformity with U.S. generally accepted accounting
principles.

We were not engaged to examine management's assertion about the effectiveness of
Bullion River Gold Corp.'s internal control over financial reporting as of
December 31, 2007 included in the accompanying Form 10-KSB and, accordingly, we
do not express an opinion thereon.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 17 to
the consolidated financial statements, the Company has incurred significant
losses from operations since inception and has a deficit in working capital and
shareholders' equity. This raises substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 17. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/HJ & Associates, LLC

HJ & Associates, LLC
Salt Lake City, Utah
April 15, 2008

                                      F-1
<PAGE>
<TABLE>
<S>     <C>

                                            BULLION RIVER GOLD CORP.
                                           CONSOLIDATED BALANCE SHEETS
                                        AS AT DECEMBER 31, 2007 AND 2006
                                                                                    2007                2006
                                                                                ------------       ------------
                                                     ASSETS
Current Assets:
     Cash                                                                       $       --         $    146,509
     Inventory in process                                                            364,821            125,065
     Prepaids and other current assets                                               334,976            460,022
     Supplies inventory                                                               12,321             64,065
                                                                                ------------       ------------
         Total current assets                                                        712,118            795,661
                                                                                ------------       ------------

Property and equipment, net                                                        2,953,139          2,556,694
                                                                                ------------       ------------

Other assets:
     Available for sale securities                                                      --               63,000
     Deposits                                                                         69,946            289,177
     Restricted reclamation deposits                                                 167,081            170,709
                                                                                ------------       ------------
         Total other assets                                                          237,027            522,886

                                                                                ------------       ------------
TOTAL ASSETS                                                                    $  3,902,284       $  3,875,241
                                                                                ============       ============

                                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
     Accounts payable and accrued liabilities                                   $  4,446,617       $  2,144,150
     Bank overdraft                                                                   35,477               --
     Customer deposits                                                                15,822               --
     Short term loans                                                              2,775,814               --
     Forward sales contracts                                                       3,456,337               --
     Current portion of convertible debt, net of discount                          5,023,047               --
     Current portion of capital lease obligations                                    195,757            226,608
     Interest payable on convertible debt                                            566,850            118,815
                                                                                ------------       ------------
         Total current liabilities                                                16,515,721          2,489,573
                                                                                ------------       ------------

Long term liabilities:
     Convertible debt, net of discount                                                67,944          2,187,348
     Capital lease obligations                                                       125,522            227,732
     Reclamation obligations                                                         115,127            109,101
                                                                                ------------       ------------
         Total long term liabilities                                                 308,593          2,524,181
                                                                                ------------       ------------

Total liabilities                                                                 16,824,314          5,013,754
                                                                                ------------       ------------

Shareholders' equity (deficit):
     Common stock; authorized 200,000,000 shares, $0.001 par value.
          Issued and outstanding 63,286,239 and 59,282,372 respectively               63,286             59,282
     Additional paid in capital                                                   28,799,981         22,836,794
     Shares subscribed                                                             2,549,000             15,244
     Other comprehensive income                                                         --               18,038
     Accumulated deficit                                                         (44,334,297)       (24,067,871)
                                                                                ------------       ------------
         Total shareholders' equity (deficit)                                    (12,922,030)        (1,138,513)
                                                                                ------------       ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                            $  3,902,284       $  3,875,241
                                                                                ============       ============

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

                                                               F-2
<PAGE>

                            BULLION RIVER GOLD CORP.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDING DECEMBER 31, 2007 AND 2006


                                                   2007                2006
                                               ------------        ------------
Revenues:
 Precious metal sales                          $  3,543,441        $    804,190
                                               ------------        ------------

Cost of goods sold:
 Direct production expenses                       5,985,171           2,310,484
                                               ------------        ------------

Gross loss                                       (2,441,730)         (1,506,294)
                                               ------------        ------------

Operating expenses:
 Exploration and development                      5,468,102           8,755,864
 General and administrative                       4,756,692           3,366,503
 Stock based compensation                           233,854             556,275
 Depreciation and accretion                         697,745             433,691
                                               ------------        ------------
    Total operating expenses                     11,156,393          13,112,333
                                               ------------        ------------

Loss from operations                            (13,598,123)        (14,618,627)
                                               ------------        ------------

Other income (expense):
 Interest income                                      4,144              20,861
 Interest expense                                (5,426,944)         (1,043,930)
 Loss on forward sales contracts                 (1,165,320)               --
 Gain on settlement of debt                          43,016                --
 Loss on asset disposal                            (147,733)             (3,399)
 Non-operating income                               129,614             117,942
 Other non-operating expenses                          --                (6,062)
                                               ------------        ------------
    Total other income (expense)                 (6,563,223)           (914,588)

                                               ------------        ------------
Net loss before income taxes                    (20,161,346)        (15,533,215)
 Income taxes                                          --                (3,857)
                                               ------------        ------------

Net loss                                        (20,161,346)        (15,537,072)

Other comprehensive income:
 Unrealized holding gains/(losses)                  (18,038)             18,038
                                               ------------        ------------

NET COMPREHENSIVE LOSS                         $(20,179,384)       $(15,519,034)
                                               ============        ============

Basic loss per share                           $      (0.32)       $      (0.29)
                                               ============        ============

Weighted average shares outstanding              62,537,059          53,483,241
                                               ============        ============

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

                                      F-3
<PAGE>
<PAGE>

                                                      BULLION RIVER GOLD CORP.
                                      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                           FOR THE YEARS ENDING DECEMBER 31, 2007 AND 2006


                                                                                                           Accumulated
                           Common Stock Issued                   Common Shares Subscribed                    Compre-
                        --------------------------  Additional  --------------------------                   hensive
                         Number of                   Paid in      Number of                   Accumulated    Income
                          Shares        Amount       Capital       Shares        Amount        Deficit       (Loss)      Total
------------------------------------------------------------------------------------------------------------------------------------
Balance at December
   31, 2005              39,243,581   $    39,300  $  8,825,523     775,000   $    387,500  $  (8,530,799)  $       -  $    721,524

Common stock issued
   for cash at
   $0.50 per share       12,741,653        12,742     6,358,085           -              -              -           -     6,370,827

Common stock issued
   for cash at
   $0.75 per share        2,405,005         2,405     1,801,345           -              -              -           -     1,803,750

Common stock issued
   for shares
   subscribed at
   $0.50 per share          775,000           775       386,725    (775,000)      (387,500)             -           -             -
Common stock issued
   for services
   rendered at $0.50
   per share              1,302,386         1,301       649,891           -              -              -           -       651,192

Common stock issued
  for services
  rendered at $0.75
  per share                 850,667           851       637,149           -              -              -           -       638,000

Common stock issued
  related to anti-
  dilution clauses
  in prior offerings      1,924,627         1,925        (1,925)          -              -              -           -             -

Common stock issued
  for interest
  accrued on
  convertible debt           39,453            39        29,550           -              -              -           -        29,589

Warrants issued
  to satisfy
  finders' fee
  obligations                     -             -       371,234           -              -              -           -       371,234

Share issue costs
  incurred
  during the year
  ended December 31,
  2006                            -             -      (811,553)          -              -              -           -      (811,553)

Discount on
  convertible debt
  for detached
  warrants and
  intrinsic value of
  conversion benefit              -             -     4,034,439           -              -              -           -     4,034,439

Compensation
  expense for
  employee
  stock option plan               -             -       556,275           -              -              -           -       556,275

Adjustment to
  reconcile common
  stock amount with
  number of shares issued         -           (56)           56           -              -              -           -             -

Common stock
  subscribed for
  cash at $0.50 per
  share                           -             -             -      30,487         15,244              -           -        15,244

Net loss for the
  year ended
  December 31, 2006               -             -             -           -              -    (15,537,072)          -   (15,537,072)

Unrealized holding
  gains at
  December 31, 2006               -             -             -           -              -              -      18,038        18,038
------------------------------------------------------------------------------------------------------------------------------------
Balance at December
  31, 2006               59,282,372   $    59,282  $ 22,836,794      30,487   $     15,244  $ (24,067,871)  $  18,038  $ (1,138,513)


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

                                                                F-4

<PAGE>

(CONTINUED)

                                                                                                           Accumulated
                           Common Stock Issued                   Common Shares Subscribed                    Compre-
                        --------------------------  Additional  --------------------------                   hensive
                         Number of                   Paid in      Number of                   Accumulated    Income
                          Shares        Amount       Capital       Shares        Amount        Deficit       (Loss)      Total
------------------------------------------------------------------------------------------------------------------------------------
Common stock
  issued for cash
  and shares subscribed
  at $0.50 per share        335,487           335       167,409     (30,487)       (15,244)             -           -       152,500

Common stock issued
  for cash at $0.75
  per share               3,255,336         3,255     2,438,245           -              -              -           -     2,441,500

Common stock issued
  for cash at $1.00
  per share                  50,000            50        49,950           -              -              -           -        50,000

Common stock issued
  for interest accrued
  on convertible debt
  2006                      155,901           156       122,733           -              -              -           -       122,889

Common stock issued
  for interest accrued
  on convertible debt
  2007                      207,143           207       122,007           -              -              -           -       122,214

Discount on convertible
  debt for detached
  warrants and intrinsic
  value of conversion
  benefit                         -             -       425,043           -              -              -           -       425,043

Discount on short term
  debt for detached
  warrants and intrinsic
  value of conversion
  benefit                         -             -       640,797           -              -              -           -       640,797

Discount on forward gold
  sales for detached
  warrants                        -             -        44,374           -              -              -           -        44,374

Common stock subscribed
  for cash at $0.25
  per share                       -             -             -   6,426,000      1,606,500              -           -     1,606,500

Common stock subscribed
  for cash at $0.15
  per share                       -             -             -   6,283,333        942,500              -           -       942,500

Compensation expense
  for employee stock
  option plan                     -             -       233,854           -              -              -           -       233,854

Warrants issued to
  satisfy service
  agreements                      -             -        99,645           -              -              -           -        81,780

Warrants issued to
  satisfy finders'
  fee obligations                 -             -         4,048           -              -              -           -      (166,796)

Cash paid to
  satisfy finders'
  fee obligations                 -             -      (197,525)          -              -              -           -       (26,500)

Non-cash dividend
  due to warrant
  modification                    -             -       105,080           -              -       (105,080)          -             -

Realized holding gain             -             -             -           -              -              -     (18,038)      (18,038)

Increase in discount
  on convertible debt
  due to change in
  conversion price                -             -     1,707,527           -              -              -           -    (1,707,527)

Net loss for the year
  ended December 31, 2007         -             -             -           -              -    (20,161,346)          -   (20,161,346)

------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER
  31, 2007               63,286,239   $    63,286  $ 28,799,981  12,709,333   $  2,549,000  $ (44,334,297)  $       -  $(12,922,030)
====================================================================================================================================

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

                                                                F-5
<PAGE>

                            BULLION RIVER GOLD CORP.
                        CONSOLIDATED CASH FLOW STATEMENTS
                 FOR THE YEARS ENDING DECEMBER 31, 2007 AND 2006

                                                                   2007               2006
                                                               ------------       ------------
CASH FLOWS FROM OPERATING ACTIVITIES

    Net loss for the period                                    $(20,161,346)      $(15,537,072)

    Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation expense                                          691,719            427,631
      Accretion expense                                               6,026              6,060
      Amortization related to convertible debt                    4,320,417            760,840
      Equity instruments issued for services and expenses           459,762          1,552,182
      Gain on settlement of debt                                    (27,180)              --
      Loss on sale of investment                                     87,020               --
      Net non-cash gain on investment valuation                     (72,000)           (39,993)
      Loss on sale of assets                                         60,713               --

    Changes in operating assets and liabilities:
    (Increase) decrease in:
      Inventory in process                                         (239,756)          (125,065)
      Prepaids and other current assets                             125,008            (65,626)
      Supplies inventory                                             51,744              2,339
      Deposits                                                      222,859            (19,710)
    (Decrease) increase in:
      Accounts payable and accrued liabilities                    2,302,467          1,663,752
      Customer deposits                                              15,822               --
      Forward sales contract                                      2,906,337               --
      Interest on convertible debt                                  649,885            118,815
                                                               ------------       ------------
        Net cash used in operating activities                    (8,600,503)       (11,255,847)
                                                               ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of fixed assets                                     (1,208,672)        (2,242,340)
    Sale of fixed assets                                            165,000               --
    Sale of investment securities                                    29,980               --
    Change in investment securities                                    --              (18,000)
                                                               ------------       ------------
        Net cash used in investing activities                    (1,013,692)        (2,260,340)
                                                               ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES

    Bank overdraft                                                   35,477               --
    Loans from related parties                                         --              (13,453)
    Payments on capital leases                                     (238,266)              --
    Proceeds short term loans                                     3,370,000               --
    Payments on short term debt                                     (95,000)              --
    Proceeds from sale of convertible debt                        1,400,000          5,460,948
    Proceeds from sale of common shares                           5,193,000          8,189,821
    Offering costs                                                 (197,525)          (117,446)
    Change in unrealized holding gain                                  --               18,038
                                                               ------------       ------------
        Net cash received from financing activities               9,467,686         13,537,908
                                                               ------------       ------------

Increase (decrease) in cash                                        (146,509)            21,721

Cash, beginning of the period                                       146,509            124,788

                                                               ------------       ------------
CASH, END OF PERIOD                                            $       --         $    146,509
                                                               ============       ============

Cash paid for interest                                         $     52,571       $     60,747
                                                               ------------       ------------
Cash paid for taxes                                            $      1,600       $      3,057
                                                               ------------       ------------

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

                                              F-6
<PAGE>

SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS
Company issued stock options to various employees, valued at $233,854 and
$556,275 respectively, for the years ending December 31, 2007 and 2006. During
the twelve months ended December 31, 2007, the Company issued converted $550,000
in short-term notes to forward gold sales. During the twelve months ended
December 31, 2007 the Company issued warrants in connection with short-term
notes, valued at $640,797. During the twelve months ended December 31, 2007 the
Company issued warrants in connection with forward gold sales valued at $44,374.
Company issued warrants in connection with convertible debentures, valued at
$2,132,570 and $4,034,439 respectively, for the years ending December 31, 2007
and 2006. Company issued shares to satisfy interest due on convertible
debentures, valued at $122,889 and $372,256 respectively, for the years ending
December 31, 2007 and 2006. During the twelve months ended December 31, 2007 the
Company issued a non-cash dividend due to warrant modification valued at
$105,080.
















                                      F-7
<PAGE>

                             BULLION RIVER GOLD CORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2007 AND 2006


NOTE 1 - ORGANIZATION AND NATURE OF OPERATION

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

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

Bullion River Gold Corp has an authorized capital of 200,000,000 common shares
with a par value of $0.001. As of December 31, 2007 and 2006 there were
63,286,239 and 59,282,372 common shares issued and outstanding.

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

BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States of
America ("US GAAP").

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

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

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

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

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

                                      F-8
<PAGE>

CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash, and those short-term money market
instruments that are readily convertible to cash with an original term of less
than 90 days.

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

During 2007, 100% of revenues consisted of sales to two companies.

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

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

BASIC AND DILUTED NET LOSS PER COMMON SHARE
Basic loss per share includes no dilution and is computed by dividing net loss
by the weighted average number of outstanding common shares during the year.
Diluted earnings per share 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 December 31, 2007, the Company had 1,344,278 options outstanding and
56,377,763 warrants outstanding. At December 31, 2006, the Company had 1,840,000
options outstanding and 39,854,666 warrants outstanding. As the Company has
experienced net losses during the years ended December 31, 2007 and 2006, no
common stock equivalents have been included in the diluted earnings per share
calculation as the effect would be anti-dilutive.

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

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

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

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

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

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

                                      F-9
<PAGE>

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 years ended December 31, 2007 and 2006.

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

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

STOCK OPTIONS
In December 2004, the Financial Accounting Standard Board ("FASB") issued SFAS
123R, "Share-Based Payments" ("SFAS No. 123R"), a revision of SFAS No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"), which requires
companies to measure all employee stock-based compensation awards using a fair
value method and record such expense in their financial statements. The Company
adopted this standard effective January 1, 2006 and elected the
modified-prospective transition method. Under the modified-prospective
transition method, awards that are granted, modified, repurchased or cancelled
after the date of adoption should be measured and accounted for in accordance
with SFAS No. 123R. The Company had 1,344,278 and 1,840,000 options outstanding
as of December 31, 2007 and 2006, respectively, which resulted in charges
attributable to the period ended December 31, 2007 and 2006 in the amount of
$233,854 and $556,275 respectively.

CONVERTIBLE DEBT
EITF 00-27 states that the effective conversion price based on the proceeds
received for or allocated to the convertible instrument should be used to
compute the intrinsic value, if any, of the embedded conversion option. As a
result of this consensus, an issuer should first allocate the proceeds received
in a financing transaction that includes a convertible instrument to the
convertible instrument and any other detachable instruments included in the
exchange (such as detachable warrants) on a relative fair value basis. Then, the
Issue 98-5 model should be applied to the amount allocated to the convertible
instrument, and an effective conversion price should be calculated and used to
measure the intrinsic value, if any, of the embedded conversion option. The
Company has adopted this accounting practice for the convertible debt issued
during 2006. The convertible debt and related discounts are summarized in
footnote 9.


NOTE 3 - INVENTORIES

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

                                      F-10
<PAGE>

                                                 2007          2006
                                             ------------- -------------
         Gold bullion                         $         -   $         -
         Precious metal in process                364,821       125,065
         Supplies                                  12,321        64,065
                                             ------------- -------------
         Total inventories                    $   377,142   $   189,130
                                             ============= =============

Metal-in-process inventory contained approximately 437.8 and 197 ounces of gold
as of December 31, 2007 and 2006, respectively.


NOTE 4 - PROPERTY AND EQUIPMENT

The following is a summary of the Company's property and equipment as of
December 31, 2007 and 2006:

                                                  2007                2006

         Mine equipment                        $ 3,240,205       $ 2,369,196
         Vehicles                                  251,744           224,158
         Office equipment                          192,008           160,258
         Buildings                                  65,287            61,911
                                               -----------       -----------
              Total fixed assets                 3,749,244         2,815,523
         Accumulated depreciation               (1,102,369)         (528,946)
                                               -----------       -----------
              Fixed assets, net                  2,646,875         2,286,577
         Property                                  110,203           110,203
         Capital in progress                       196,061           159,914
                                               -----------       -----------
              Property and equipment, net      $ 2,953,139       $ 2,556,694
                                               ===========       ===========

Depreciation expense for the years ended December 31, 2007 and 2006 was $691,719
and $427,631 respectively.

NOTE 5 - RESTRICTED RECLAMATION DEPOSITS

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

<TABLE>
<S>     <C>
------------------------ ------------------------------------------- ------------------ ------------- ------------- --------------
MINERAL PROPERTY         OBLIGEE (S)                                 INCEPTION DATE      2006 AMOUNT       CHANGES    2007 AMOUNT
------------------------ ------------------------------------------- ------------------ ------------- ------------- --------------
French Gulch             Bureau of Land Management                   June 2005              $ 11,500    $     -          $ 11,500
French Gulch             Shasta County                               December 2005            74,959        2,922          77,881
French Gulch             California Regional Water Control Board     December 2005            29,900          -            29,900
North Fork               US Forest Service                           March 2004               29,800          -            29,800
Antone Canyon            US Forest Service                           March 2005                3,300          -             3,300
Corcoran Canyon          USDAFS                                      April 2004                2,600          -             2,600
Corcoran Canyon          Bureau of Land Management                   April 2004                6,700          -             6,700
Wenban Spring            Bureau of Land Management                   March 2005                5,400          -             5,400
Painted Hills            Bureau of Land Management                   August 2004               6,550        (6,550)           -
------------------------ ------------------------------------------- ------------------ ------------- ------------- --------------
                                                                                           $ 170,709    $   (3,628)     $ 167,081
------------------------ ------------------------------------------- ------------------ ------------- ------------- --------------
</TABLE>

NOTE 6 - INVESTMENTS

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

         COMMON STOCK HOLDINGS                    2007          2006
                                              ------------- -------------
         Silver Quest Resources LTD.
         Fair value                           $        -        $ 63,000
         Cost                                 $        -          45,000
                                              ------------- -------------
         Unrealized holding gain              $        -        $ 18,000
                                              ============= =============

                                      F-11
<PAGE>

NOTE 7 - DERIVATIVE INSTRUMENTS

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

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

The Company has not designated its gold forward sales contracts entered into in
2007 as effective hedges. Accordingly the hedge accounting rules of SFAS No.133
are not being applied and the period-end mark-to-market of these contracts is
immediately reflected on the income statement of the Company and the cumulative
effect is reflected as an asset or liability on the balance sheet.


NOTE 8 - LOANS PAYABLE

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

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

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

The short term loan balances at December 31, 2007 and 2006 are summarized below:

                                                2007              2006
                                          --------------      -------------
         Short term loans                 $   2,820,000       $       -
         Fair value of detached warrants       (621,120)              -
         Discount amortization to date          621,120               -
         Principal payment                      (95,000)              -
         Accrued interest                        50,814               -
                                          ==============      =============
              Short term loans, net       $   2,775,814       $       -
                                          ==============      =============


NOTE 9 - CONVERTIBLE DEBT

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

                                      F-12
<PAGE>
<TABLE>
                                           2007                                        2006
                        -----------------------------------------    -----------------------------------------
                           Secured      Unsecured                      Secured       Unsecured
                         Debentures     Debentures       Total        Debentures     Debentures      Total
                        -----------    -----------    -----------    -----------    -----------    -----------
<S>                        <C>           <C>           <C>               <C>            <C>             <C>
Convertible debt        $ 4,000,000    $ 2,860,948    $ 6,860,948    $ 2,600,000    $ 2,860,948    $ 5,460,948
                        -----------------------------------------    -----------------------------------------
Discount:
Relative fair value
of detached warrants     (1,033,570)      (856,454)    (1,890,024)      (766,049)      (856,454)    (1,622,503)
Intrinsic value of
conversion benefit       (2,966,430)    (1,310,555)    (5,310,555)    (1,101,382)    (1,310,555)    (2,411,937)
Discount amortization
to date                   2,989,586      1,407,466      4,397,052        436,879        323,961        760,840
                        -----------------------------------------    -----------------------------------------
Net discount on
convertible debt         (1,010,414)      (759,543)    (1,769,957)    (1,430,552)    (1,843,048)    (3,273,600)
                        -----------------------------------------    -----------------------------------------
Convertible debt, net
of discount               2,989,586      2,101,405      5,090,991      1,169,448      1,017,900      2,187,348
                        -----------------------------------------    -----------------------------------------
Less current portion     (2,921,642)    (2,101,405)    (5,023,047)          --             --             --
                        -----------------------------------------    -----------------------------------------
Long term convertible
debt, net of discount   $    67,944    $      --      $    67,944    $ 1,169,448    $ 1,017,900    $ 2,187,348
                        =========================================    =========================================
</TABLE>

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

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

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

If settlement of all of the convertible debt were to have occurred on December
31, 2007 the Company would have paid up to $7,427,814 in cash or have issued up
to 21,379,117 shares of common stock which would have had a market value of
$4,275,823. Over the remaining life of the outstanding convertible debt the
Company may pay for settlement up to $7,962,654 in cash or issue up to
22,772,054 shares of common stock.


NOTE 10 - RECLAMATION OBLIGATIONS

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

                                      F-13
<PAGE>

The accretion of the reclamation obligation liability is included in operating
expenses in the Company's statement of operations with a corresponding increase
in the reclamation liability. Below are the reclamation obligation and accretion
details as of December 31, 2007.

French Gulch
------------

In connection with the reclamation permit obtained in December 2005, the Company
estimated reclamation costs to be $71,200 based on the operating plan for the
French Gulch property. At an accretion rate of 6%, the Company has expensed
$4,237 for the year ended December 31, 2007. The total reclamation obligation as
of December 31, 2007 is $79,709.

North Fork
----------

The Company put the initial reclamation permit in place in March 2004 with a
supplemental permit in May 2005 based on its updated operating plan. In
connection with these permits, the Company estimated reclamation costs to be
$31,841 as of December 31, 2005 for the North Fork property. At an accretion
rate of 6%, the Company has expensed $1,788 for the year ended December 31,
2007. Total reclamation obligation as of December 31, 2007 is $35,417.

The following is a description of the changes to the Company's reclamation
liability and expenses:

                                                              December 31,
         Estimated reclamation obligation:                  2007       2006
                                                          --------   --------
           French Gulch                                   $ 75,472   $ 71,200
           North Fork                                       33,629     31,841
                                                          --------   --------
             Reclamation obligation before accretion       109,101    103,041
                                                          --------   --------

         Changes in reclamation obligation for the year
           French Gulch accretion expense                    4,238      4,272
           North Fork accretion expense                      1,788      1,788
                                                          --------   --------
             Increase in reclamation obligation              6,036      6,060
                                                          --------   --------

         Total reclamation obligation                     $115,127   $109,101
                                                          ========   ========


NOTE 11 - STOCK OPTIONS AND WARRANTS

On December 20, 2006, the Company granted 1,840,000 options exercisable for the
purchase of one share of common stock each with an exercise price when vested of
$0.50. On February 28 and May 23, 2007 the Company issued 200,000 and 75,000
additional options, respectively. During the year ended December 31, 2007,
289,172 options expired due to voluntary termination of employees. For the year
ending December 31, 2006, immediately vested options totaled 794,167. During the
year ended December 31, 2007, an additional 479,175 options became vested for a
total of 984,170. The remaining 165,970 will vest completely over periods of
three to thirty-five months. All stock options have been issued under an equity
compensation plan approved by the directors and the shareholders of the Company.
These stock options are not yet registered.

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

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

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

                                      F-14
<PAGE>

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

                                                                 Weighted
                                                                  Average
                                                 Options      Exercise Price
                                            ----------------------------------
         Outstanding December 31, 2006              1,840,000        $   0.50

         Granted                                      275,000            0.70
         Canceled                                    (770,722)           0.57
         Exercised                                         -                -
                                            ----------------------------------
         Outstanding on December 31, 2007           1,344,278        $   0.50
                                            ==================================
         Exercisable on December 31, 2007           1,135,147        $   0.50
                                            ==================================


At December 31, 2007, the Company had the following warrants outstanding:

         Period of Issuance     Period of Expiration           Warrants
         ------------------     --------------------           --------
         1st quarter - 2005     1st quarter - 2008              984,222
         2nd quarter - 2005     2nd quarter - 2008            4,702,114
         4th quarter - 2005     4th quarter - 2008            1,500,000
         1st quarter - 2006     1st quarter - 2008           14,104,969
         2nd quarter - 2006     2nd quarter - 2008            5,155,671
         3rd quarter - 2006     3rd quarter - 2008            5,632,336
         4th quarter - 2006     3rd quarter - 2008              800,000
         4th quarter - 2006     4th quarter - 2008            3,015,839
         1st quarter - 2007     1st quarter - 2009            4,598,670
         2nd quarter - 2007     1st quarter - 2009              555,025
         2nd quarter - 2007     2nd quarter - 2009              500,000
         3rd  quarter -2007     3rd quarter - 2009            8,202,916
         4th quarter - 2007     4th quarter - 2009            6,626,001
                                                          -------------
         Total warrants outstanding                          56,377,763
                                                          =============

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

                                                                 Weighted
                                                                  Average
                                                 Warrants      Exercise Price
                                            ----------------------------------
         Outstanding on December 31, 2006          39,854,666        $   0.82

         Granted                                   20,482,612            0.54
         Canceled                                  (2,599,028)           1.00
         Exercised                                 (1,360,487)           0.70
                                            ----------------------------------

         Outstanding on December 31, 2007          56,377,763        $   0.65
                                            ==================================

On March 31, 2007, the Company amended the terms of three outstanding warrant
agreements to purchase a total of 975,000 shares of common stock. The warrants
were originally purchased in 2004 as part of an equity unit sale. The original
exercise price of $1.50 per share and expiration date of April 15, 2007 were


                                      F-15
<PAGE>

changed to $0.75 per share and March 31, 2007. Due to this modification the
Company recorded a non-cash dividend of $105,080. The Company estimated the fair
value of the dividend by computing the difference between the original and
amended warrant terms at the modification date using the Black-Scholes pricing
model with the following assumptions: dividend yield is zero percent for both;
expected volatility is 62.7% for the original and 55.4% for the amended; risk
free interest rate of 5.16% for both; and expected lives of 66 days for the
original and 51 days for the amended.


NOTE 12 - SIGNIFICANT EVENTS

The following is a summary of significant events related to the Company's
properties that have transpired during the years ending December 31, 2006 and
2007.

FRENCH GULCH (NEVADA) MINING CORP.

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

The Company has staked 66 (sixty-six) unpatented claims in the French Gulch
district to properly secure and encompass areas of known gold mineralization.
The Company has named these newly staked claims, along with the Washington
-Niagara property, the "French Gulch" properties. The 66 claims staked by French
Gulch are 100%-owned by French Gulch. All claim maintenance fees and taxes were
current as of December 31, 2006 and 2007.

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. The Company was in compliance with all terms
of the purchase option as of December 31, 2006 and 2007.

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

All claim maintenance fees and taxes for the property were current as of
December 31, 2006 and 2007.

NORTH FORK MINING CORP.

The Company was in compliance with the terms of the option agreements with
Mugwump Mining and Forest Mine as of December 31, 2005. The Company has a verbal
agreement with owners to delay payments under the original terms of the option
agreement. As of December 31, 2007, the Company had delayed its December 2007
option payments of $5,000 each.

All claim maintenance fees and taxes for the property were current as of
December 31, 2006 and 2007.

ANTONE CANYON PROPERTY

The Company was in compliance with the terms of the option agreement with Antone
Canyon LLC as of December 31, 2006 and 2007.

All claim maintenance fees for the property were current as of December 31, 2006
and 2007.

CORCORAN CANYON MINING CORP.

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

                                      F-16
<PAGE>

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

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

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

All claim maintenance fees for the property were current as of December 31, 2006
and 2007.

CIMARRON MINING CORP.

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

WENBAN SPRING MINING CORP.

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

On January 19, 2006, the Company entered into an option agreement with Senator
Minerals "Senator", a Vancouver based mineral exploration company (TSX-V: SNR)
for two properties, the Cortez South and the Gold Valley property, located in
Lander County. These two properties are directly adjacent to the south of the
Wenban Spring property. The Cortez South property consists of 30 mineral claims
and the Gold Valley property consists of 24 mineral claims. The terms of the
agreement include: $10,000 in cash for each property, which was paid on January
20, 2006 and 125,000 restricted shares of Bullion River common stock for each
property which were issued on May 1, 2006. Bullion River is obliged to spend
$150,000 in exploration including all maintenance fees over the next two years
in order to obtain a 51 % ownership in the claims. By spending another $200,000,
Bullion River can increase its ownership to 76 %. After that, the partners have
to spend on a $350,000 to $110,000 basis (Bullion River to Senator) or get
diluted accordingly. Once a partner has less than 10% ownership, it can elect a
three percent NSR. The properties are so-called `grassroots' properties, no
significant exploration has been done to this point.

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

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 has made the
following payments to TKM Corp.
              1.  Non-refundable $10,000 payment on February 18, 2006 upon
                  entering into the agreement.
              2.  $40,000 on February 24, 2006 for the right to explore the
                  property through August 31, 2006.
              3.  $50,000 on September 1, 2006 for the right to explore the
                  property from September 1, 2006 until September 1, 2009.

TKM has granted the Company 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 2.5% Net Smelter Royalty for the first three years of production from the
property.

                                      F-17
<PAGE>

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

On November 16th, 2006 the Company entered into an exploration permit with the
option to purchase 34 unpatented lode mining claims from Nevada Eagle Resources
LLC (NER). The 32 LA claims ( LA 1-17and 19-31) claims and the MMC 1 and 2
claims are located in the Dale Mining District of Riverside and San Bernardino
counties of southern California. The claims were located in the spring of 2006
and were subsequently filed and recorded with the California BLM and the
respective recorders offices in San Bernardino and Riverside counties. The
Company paid $10,000 upon signing the agreement and can purchase the aforesaid
unpatented mining claims from NER as per the following schedule:

         $15,000 - April 27, 2007
         $20,000 - April 27, 2008
         $25,000 - April 27, 2009
         $30,000 - April 27, 2010
         $50,000 - April 27, 2011

Once purchase option will be considered exercised once the payments totaling
$150,000 have been made to NER. NER will retain a 3% net smelter return on the
claims, of which 2% may be purchased for $1 million per percentage point by the
Company.

NOTE 13 - CONTRACTUAL OBLIGATIONS/COMMITMENTS

The following is a summary of the Company's significant contractual obligations
payable for the years ended December 31:

<TABLE>
<S>     <C>
                                            2008          2009          2010          2011         2012       THEREAFTER
                                        -----------   -----------   -----------   -----------   -----------   -----------
Property option and purchase payments   $   492,500   $   342,500   $   164,584   $    43,500   $    44,500   $    13,500
Operating lease obligations                 101,918        26,987          --            --            --            --
Loan obligations                         12,843,099   $   250,000          --            --            --            --
Capital lease obligations - equipment        57,093        19,339         8,145         6,902          --            --
Capital lease obligations - vehicles         38,664        41,579        40,839         8,719          --            --
                                        -----------   -----------   -----------   -----------   -----------   -----------
Total commitments                       $13,633,274   $   680,405   $   213,568   $    59,121   $    44,500   $    13,500
                                        ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>

Total minimum lease payment under operating lease obligations is $128,905.

Leased assets under capital obligations, comprised of vehicles and mining
equipment is as follows at December 31, 2007:

                                               2007        2006
                                            ---------    ---------
         Assets under capital leases
            Vehicles                        $ 168,016    $  83,965
            Mining equipment                  596,961      574,236
                                            ---------    ---------
                                              764,977      658,201
            Less accumulated amortization    (305,054)    (125,602)
                                            $ 459,923    $ 532,599
                                            =========    =========

The assets have been recorded under property and equipment, and are being
amortized over the estimated lives of the assets leased. Amortization of assets
leased of $179,453 & $117,258 for 2007 and 2006, respectively, is included in
depreciation and amortization expense.


NOTE 14 - RELATED PARTY TRANSACTIONS

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

                                      F-18
<PAGE>

During 2005, the Company borrowed a total of $760,000 from Centennial
Development Co, a company that is controlled by Peter Kuhn, President of the
Company. At December 31, 2005 the Company was indebted to Centennial Development
Co. in the amount of $13,453. This balance was paid in the first quarter of
2006.

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

As part of the option agreement between North Fork and a company controlled by
the 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.

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

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

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


NOTE 15 - FOREIGN EXCHANGE ADJUSTMENTS

There were no foreign exchange adjustments in regards to equity for the year
ending December 31, 2007.

NOTE 16 -INCOME TAXES

Income taxes are provided based upon the liability method of accounting pursuant
to SFAS No. 109, "Accounting for Income Taxes." Under this approach, deferred
income taxes are recorded to reflect the tax consequences in future years of
differences between the tax basis of assets and liabilities and their financial
reporting amounts at each year-end. A valuation allowance is recorded against
deferred tax assets if management does not believe the Company has met the "more
likely than not" standard imposed by SFAS No. 109 to allow recognition of such
an asset.

The amount of deferred income tax benefit is impacted by the difference between
the estimated Federal and State statutory income tax rates used to estimate
deferred tax assets and liabilities and actual rates utilized when determining
incomes taxes due or the application of net operating losses which are impacted
by lower rates for taxable income less than $100,000 along with differences in
state tax rates. In addition, other estimates utilized in determining deferred
income tax benefit resulting from anticipated timing differences may differ from
amounts initially determined when the timing differences are realized.

Net deferred tax assets consist of the following components as of December 31,
2007 and 2006:

                                              2007              2006
                                       ---------------- -----------------
         Deferred tax assets:
           Net operating loss carryover     10,784,007        $6,831,522
           Accrued Expenses                    755,106                --
           Forward Contracts                   377,393                --
         Deferred tax liabilities:
           Depreciation                       (660,845)         (238,386)
           Valuation allowance             (11,255,661)       (5,396,092)
                                       ---------------- -----------------
         Net deferred tax asset        $             -  $             -
                                       ================ =================

The income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the years ended December 31, 2007 and 2006 due to
the following:

                                      F-19
<PAGE>

                                           2007          2006
                                           ----          ----
         Book loss                     (7,862,925)   $(6,059,459)
         Stock compensation               179,307        605,351
         Exploration capitalization          --          716,162
         M & E                             18,973         48,238
         Loss on Disposal                 (43,648)          --
         Beneficial conversion          1,684,962        716,162
         Loss on Debt                      16,776           --
         Accretion                          2,350          2,363
         Penalties                         77,536         14,050
         Valuation allowance            5,926,669      3,957,133
                                      -----------    -----------
                                      $      --      $      --
                                      ===========    ===========

At December 31, 2007, the Company had net operating loss carryovers of
approximately $27 million that may be offset against future taxable income from
the year 2006 through 2026. No tax benefit has been reported in the December 31,
2007 financial statements since the potential tax benefit is offset by a
valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryovers for Federal income tax reporting purposes are subject
to annual limitations. Should a change in ownership occur, net operating loss
carryovers may be limited as to use in future years.

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

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


NOTE 17 - GOING CONCERN

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

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

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

                                      F-20
<PAGE>


NOTE 18 - SUBSEQUENT EVENTS

On January 2, 2008 the Company received $1,500,000 in cash related to
subscriptions to purchase 10,000,000 restricted equity units at $0.15 per unit
in a private offering. Each unit consists of one share of common stock and one
warrant to purchase one share of common stock for $0.25. The warrants sold under
this offering expire two years from the initial date of the warrant.

On January 15, 2008 the Company issued 511,941 shares of common stock to satisfy
interest payable on convertible debt and shares subscribed in 2007.

On January 16, 2008 the Company received $2,500,000 in cash related to
subscriptions to purchase 10,000,000 restricted equity units at $0.25 per unit
in a private offering. Each unit consists of one share of common stock and one
warrant to purchase one common share for $0.45. The warrants sold under this
offering expire two years from the initial date of the warrant.

On February 29, 2008 the Company sold 400 ounces of gold in the form of
internationally redeemable gold certificates and a warrant to purchase to
purchase 800,000 shares of common stock of the Company at $0.45 per share. The
purchase price for the gold certificates and warrant was $340,000. The warrant
sold in this transaction will expire on December 31, 2009.

On February 29, 2008 Mr. Blachford, VP of Engineering was laid off.

On March 18, 2008 the Company issued 746,706 shares of common stock to satisfy
shares subscribed in 2007.

On April 15, 2008 Susan Jeffs resigned her position as board director of Bullion
River Gold Corp.


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