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, 2006





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





For the transition period from ____________ to ____________





Commission
      File No. 333-85414





**BULLION
      RIVER GOLD CORP.**


(Name
      of
      Small Business Issuer in its Charter)





NEVADA
            98-0377992(State
                or Other Jurisdiction of incorporation or organization)
            (I.R.S.
                Employer I.D. No.)




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. o





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
o
            (2) 
                Yes x   No o








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. o





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




State
      the
      Registrant's revenues for its most recent fiscal year: December 31, 2006 -
      $804,190.





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: March 28, 2007 - $36,391,157. There are approximately
      54,315,159 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 ($0.67).





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:  March 28, 2007 -
      63,079,096




Documents
      Incorporated by Reference




See
      Part
      III, Item 13.




Transitional
      Small Business Issuer Format: Yes o  No x







**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.”





The
      Company has an authorized capital of 200,000,000 common shares with a par value
      of $0.001. As of March 28, 2007, there were 63,079,096 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, 2006, the Company had produced approximately 1281 ounces of gold and 359
      ounces of silver and had realized approximately $804,000 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 has demonstrated
      there is the potential for a commercially viable mine, to date French Gulch
      has
      not provided enough gold to be cash flow positive. There is no assurance that
      a
      commercially viable ore body, or reserve, exists in any of the mineral claims
      until sufficient exploration work is done and an evaluation of that work
      concludes economic and legal feasibility. The Company’s current plans are
      strictly limited to research and exploration at its other
      properties.




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.


1





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 a very diverse portfolio and have not confined
      their market 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 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:





·
            Fluctuations
                in the market price for gold





·
            Fluctuating
                supplies of gold





·
            Fluctuating
                demand for gold





·
            Mining
                activities by other companies





If
      the
      Company finds gold or silver 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 / or 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.


2





**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.





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.


3




**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 one customer,
      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 its current refiner.





**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, 2006, the Company had 10 full time employees in the corporate
      offices and 111 full time employees in the field.





**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, 2006 is $24,100,377. For
      the 12 month period ended December 31, 2006, total net loss was increased by
      $15,569,578. See “Management Discussion and Analysis” below under Part II, Item
      5, for more details.


4




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.





**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





**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, 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 late in making option payments for French Gulch and North Fork
      properties. If the Company loses its interest 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.





**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 / or
      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.


6





**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.





**Risks
      associated with the Company’s industry.**





**11.**
            **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.





**12.**
            **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
      March 28, 2007, the price of an ounce of gold was approximately $665
      and the price of an ounce of silver was approximately $13.32. 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 the Company
      cannot make a profit, it will have to cease operations until the price of gold
      increases or cease operations. 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.





**13.**
            **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.





**14.**
            **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 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.


7





**15.**
            **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 at 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 a 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





**16.**
            **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. 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
      and disproportionate overhead expenses. 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.**





**17.**
            **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.





8


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.





**18.**
            **A
                small number of the Company’s stockholders own a substantial amount of the
                Company’s common shares, and if such stockholders 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 stockholders 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 stockholders 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.





**19.**
            **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.





**20.**
            **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/or result in a loss of investor
                confidence in our financial reports, which could have a material
                adverse
                effect on our business and stock
                price.**





As
      a
      public company, we are required to comply with Section 404 of the Sarbanes-Oxley
      Act for the year ending December 31, 2007. In order to comply, management will
      have to assess and attest to the Company's internal controls over financial
      reporting, and, beginning with the year ending December 31, 2008, we will have
      to obtain an annual attestation from our independent auditors regarding our
      internal control over financial reporting and management’s assessment of
      internal control over financial reporting. We cannot be certain as to the timing
      of completion of our internal control evaluation, testing and remediation
      actions or of their impact on our operations. Upon completion of this process,
      we may identify various control deficiencies under applicable SEC and Public
      Company Accounting Oversight Board rules and regulations that remain
      unremediated. We will be required to report, among other things, control
      deficiencies that constitute a “material weakness” or changes in internal
      controls that, or that are reasonably likely to, materially affect internal
      controls over financial reporting. A “material weakness” is a significant
      deficiency or combination of significant deficiencies that results in more
      than
      a remote likelihood that a material misstatement of the annual or interim
      financial statements will not be prevented or detected. If we fail to implement
      the requirements of Section 404 in a timely manner, we might be subject to
      sanctions or investigation by regulatory authorities, including the SEC. In
      addition, failure to comply with Section 404 or the report by us of a material
      weakness may cause investors to lose confidence in our financial statements,
      and
      our stock price may be adversely affected as a result. If we fail to remedy
      any
      material weakness, our financial statements may be inaccurate, we may face
      restricted access to the capital markets and our stock price may be adversely
      affected.


9





**21.**
            **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.





**22.**
            **“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.





**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 this 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 new offices are
      6,150 square feet with the initial lease period of 3 months at a rate of
      $6,000.  Months 4-12 are at $7,687 per month.  This amount will
      increase to $7,918 per month for the second year, and increase 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, 2006, Bullion River Gold paid $77,517 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 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 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,
      2006, the Company had delayed its December 2006 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, 2005 and 2006.





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.


10





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
      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.





·
            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.





·
            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. As of December 31, 2006, the Company had delayed
      its December 2006 option payments of $5,000 each.





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.


11





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
      December 31, 2006 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 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.





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, 2006, 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
      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.





**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.




12





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 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.





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**





As
      of
      September 1, 2006, management has decided not to pursue any additional
      exploration at the Painted Hills property and has chosen not to 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 16 th ,
      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


13





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,
      2006.





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,
      2006
      by state and subsidiary:





California:French
                Gulch
            
            
            121Mission
                Mine
            
            
            97North
                Fork
            
            
            42Total
                California claims
            
            
            260Nevada:Antone
                Canyon
            
            
            60Corcoran
                Canyon
            
            
            130Wenban
                Spring
            
            
            292Total
                Nevada claims
            
            
            482Total
                claims
            
            
            742




**Item
      3. Legal Proceedings**





The
      Company is not party to any pending legal proceedings and, to the best of the
      Company’s knowledge, none of the Company’s property or assets are the subject of
      any pending legal proceedings. No director or executive officer, to the
      knowledge of management, is a party to any action adverse to the
      Company.




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





During
      the fourth quarter three proposal items, detailed below, were submitted for
      votes to securities holders through solicitation of proxies. 31,327,828 shares
      cast votes of 58,142,970 eligible shares or 53.9% of eligible
      shares.





PROPOSAL
      1 - Shall the following persons be elected to serve on the


Company's
      Board of Directors until the next annual meeting of common


stockholders?





(1)
      Peter
      M. Kuhn had 30,129,316 votes for, or 95.5% of the vote.


(2)
      Susan
      Jeffs had 30,160,616 votes for, or 96.3% of the vote


(3)
      Lester Knight had 30,186,916 votes for, or 96.4% of the vote.





PROPOSAL
      2 - Shall the Company engage H J & Associates as its
      independent


auditor
      for the coming year? 29,917,352 votes were cast in favor or 95.5% of the
      vote.





PROPOSAL
      3 - Shall the Company adopt the Stock Incentive Plan reserving up


to
      four
      million shares of its common stock for issuance to the directors,


officers,
      employees, and consultants of the Company? 24,088,449 shares were cast in favor
      or 76.9% of the vote





All
      three
      proposals were approved by the necessary majority of the
      shareholders.





**Item
      8B. Other Information**




None


14





**Part
      II**





**Item
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchasers of Equity Securities**





**(a)**
            **Market
                Information**





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-06
            $1.08
            $0.65
            Yahoo
                Finance30-Sep-06
            $0.92
            $0.72
            Yahoo
                Finance30-Jun-06
            $1.04
            $0.44
            Yahoo
                Finance31-Mar-06
            $0.70
            $0.44
            Yahoo
                Finance31-Dec-05
            $0.67
            $0.41
            Yahoo
                Finance30-Sep-05
            $0.86
            $0.46
            Yahoo
                Finance30-Jun-05
            $1.26
            $0.75
            Yahoo
                Finance31-Mar-05
            $1.42
            $0.75
            Yahoo
                Finance31-Dec-04
            $0.93
            $0.89
            OTC
                Bulletin Board30-Sep-04
            $0.84
            $0.77
            OTC
                Bulletin Board30-Jun-04
            $0.66
            $0.60
            OTC
                Bulletin Board31-Mar-04
            $1.37
            $0.90
            OTC
                Bulletin Board31-Dec-03
            $     -
            $     -
            OTC
                Bulletin Board




**(b)**
            **Holders
                of Record**





As
      of December 31, 2006, there are approximately 2,500 holders of record of
      the Company’s common shares.





**(c)**
            **Dividends**





The
      Company has declared no dividends on its common shares, with the exception
      of
      the following, and is not subject to any restrictions that limit its ability
      to
      pay dividends on its common shares. Dividends are declared at the sole
      discretion of the Board of Directors.





On
      December 9, 2003, the Board of Directors declared a stock dividend of nine
      common shares for every one common share issued. The stock dividend was paid
      out
      on December 22, 2003.





On
      January 13, 2004, the Board of Directors declared a stock dividend of one and
      one-half common shares for every one common share issued. The stock dividend
      was
      paid out on January 23, 2004.





**(d)**
            **Recent
                Sales of Unregistered
                Securities**





There
      have been no sales of unregistered securities within the last three years that
      would be required to be disclosed pursuant to Item 701 of Regulation S-B, except
      for the following:


15




On
      March
      18, 2004, the Company issued 30,000 restricted common shares at $1.15 per share,
      market price for the day, to KM Exploration Ltd. pursuant to Section 4(2) of
      the
      Securities Act of 1933, as amended (the “Securities Act”). The 30,000 restricted
      common shares were issued as an option payment pursuant to the terms and
      conditions of the option agreement for the Thomas Creek Property. The offering
      was not a public offering and was not accompanied by any general advertisement
      or any general solicitation and no one was paid any commissions in connection
      with the sale of the restricted shares.





Also,
      on
      March 18, 2004, the Company issued 55,000 restricted common shares at $1.15,
      market price for the day, to Jacob Margolis pursuant to Section 4(2) of the
      Securities Act.. 25,000 restricted common shares were issued as a finder’s fee
      for locating the Painted Hills Property. 30,000 restricted common shares were
      issued as a consultant fee pursuant to the terms and conditions of a consultant
      agreement between Bullion River Gold and Jacob Margolis. Jacob Margolis was
      in
      possession of all material information relating to the Company. The offering
      was
      not a public offering and was not accompanied by any general advertisement
      or
      any general solicitation and no one was paid any commissions in connection
      with
      the sale of the restricted shares.





The
      Company relied upon Section 4(2) of the Securities Act and Rule 903 of
      Regulation S promulgated pursuant to that Securities Act by the Securities
      and
      Exchange Commission. Management is satisfied that the requirements of the
      exemption from the registration and prospectus delivery requirements of the
      Securities Act have been fully complied with. The offering was not a public
      offering and was not accompanied by any general advertisement or any general
      solicitation. Bullion River Gold received from each subscriber a completed
      and
      signed subscription agreement containing certain representations and warranties,
      including, among others, that (a) the subscriber was not a U.S. person; (b)
      the
      subscriber subscribed for the shares for their own investment account and not
      on
      behalf of a U.S. person; and (c) there was no prearrangement for the sale of
      the
      shares with any buyer. No offer was made or accepted in the United States and
      the share certificates representing the shares have been legended with the
      applicable trading restrictions.





The
      Company relied upon Section 4(2) of the Securities Act and Rule 506 Regulation
      D
      promulgated pursuant to Securities Act by the Securities and Exchange
      Commission. Specifically, the offer was made to only accredited investors,
      as
      that term is defined under applicable federal and state securities laws. The
      share certificates representing the shares have been legended with the
      applicable trading restrictions.





From
      March 2004 through July 2004, the Company received subscription agreements
      for
      an aggregate $1,025,000 in subscription funds for a total of 1,025,000 units
      at
      an offering price of $1.00 per unit, Reg S. Each unit consists of one restricted
      common share and one restricted warrant. Each restricted warrant is exercisable
      into one restricted common share. Each restricted warrant was exercisable for
      two years at an exercise price of $1.50 per warrant. The net proceeds to the
      Company were $1,025,000 received in April 2004.


to
      one
      subscriber.





On
      September 29, 2004, the Company issued, as part of the $1.00 unit offering,
      Reg
      S, 200,000 restricted units as repayment of $200,000 in loan proceeds owed
      to a
      lender.





On
      July
      20, 2004, the Company issued 30,000 restricted common shares at $1.03, market
      price for the day, to Glenn Blachford pursuant to Section 4(2) of the Securities
      Act.. Glenn Blachford was in possession of all material information relating
      to
      Bullion River Gold. The 30,000 restricted common shares were issued as a one
      time consultant fee in accordance with the terms and conditions of the
      consultant agreement, which was approved by the directors on June 1, 2004.
      The
      offering was not a public offering and was not accompanied by any general
      advertisement or any general solicitation and no one was paid any commissions
      in
      connection with the sale of the restricted shares.





On
      September 8, 2004, the Company authorized the issuance of up to 5,000,000 units
      at an offering price of $0.75 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. Each restricted warrant
      was exercisable for two years at an exercise price of $1.00 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
      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.


16




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.





On
      September 29, 2004, Bullion River Gold issued, as part of the $0.75 unit
      offering, Reg S, 93,334 restricted units as repayment of $70,000 in loan
      proceeds owed to a lender.





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.





On
      December 10, 2004, the Company issued an aggregate 2,000 restricted units,
      Reg
      D, as a finder’s fee to one finder.





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 $6,918,500 in cash from
      the
      $0.50 unit offering, Reg S, and issued an aggregate 13,837,000 restricted
      units.





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
      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.





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





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





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





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.





There
      are
      no outstanding options or warrants to purchase, or securities convertible into,
      common shares in the capital of the Company at this time with the exception
      of
      the warrants discussed above.





**Item
      6. Management’s Discussion and Analysis of Financial Condition and Results of
      Operations**





THE
      FOLLOWING IS A DISCUSSION AND ANALYSIS OF THE CONSOLIDATED FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS OF THE COMPANY FOR THE FISCAL YEARS ENDED DECEMBER
      31,
      2006 AND 2005. THE FOLLOWING SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
      FINANCIAL STATEMENTS AND RELATED NOTES APPEARING ELSEWHERE
      HEREIN.


17





This
      section of the Company’s Annual Report includes a number of forward-looking
      statements that reflect Bullion River’s current views with respect to future
      events and financial performance. Forward-looking statements are often
      identified by words like: believe, expect, estimate, anticipate, intend,
      project, and similar expressions, or words which, by their nature, refer to
      future events. You should not place undue certainty on these forward-looking
      statements, which apply only as of the date of this Annual Report. These
      forward-looking states are subject to certain risks and uncertainties that
      could
      cause actual results to differ materially from historical results or out
      predictions.





**2006
      Overview and 2007 Outlook**





Summary





During
      the year ending December 31, 2006, 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 other access points to access
      the
      Washington and Lucky-7 veins. The Company completed excavation of the bulk
      sample and commenced commercial production during the fourth quarter. The
      Company finished mill rehabilitation in preparation for commercial production
      and is continuing to upgrade the facility as necessary. See the French Gulch
      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
      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
      2007, 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 2007. If additional funding becomes available, the Company may
      do
      some exploration work at North Fork, Antone Canyon, 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
      2006, the Company operated in its test mining phase until November 10, 2006
      when
      commercial production began. The new decline has advanced further towards the
      Lucky 7 and Washington vein systems and the explosives storage area, the water
      treatment cut out, and electrical power center cut out have been completed.
      Furthermore, a drift towards the Niagara vein system in the northwest part
      of
      the property was started. On the I-level, the drift towards the Main Decline
      was
      extended and ore from an old existing stope was extracted and processed. A
      new
      decline from the I-level drift was driven in order to access a previously
      explored Washington vein area below the existing stope. New stopes were started
      and mined, both in the Washington and the Dean vein systems. Additionally,
      the
      Company extracted ore from the Lucky 7 vein system via the Robillard
      level.





The
      Company continued to make improvements on the mill structure throughout the
      year
      improving its milling activity. More testing has been completed in order to
      improve functionality, gold recovery, water flows, and treatment processes.
      The
      Company has also installed an improved water treatment plant on surface and
      made
      several mechanical and equipment improvements.


18





The
      Company has completed all 16 holes in the most resent drilling program. All
      assay results are being received and transferred into the company’s 3-D modeling
      software for further evaluation.





During
      the year ending December 31, 2006, the Company spent approximately $6.2 million
      on exploration and development and $600 thousand on mill rehabilitation at
      French Gulch.





Subsequent
      and Future Work





Advancement
      of the main decline is being continued in order to gain access to the Washington
      and the Niagara vein systems. The Lucky 7 vein has been accessed via a cross-cut
      from the decline and the first new stope, the 2173, started production in late
      January and is still being mined. An additional access ramp has been completed
      to the next stope level, the 2150. Production began in this stope in the mid
      March.





Mining
      of
      the Washington and Dean vein systems accessed via the I-level was suspended
      in
      early January due to the opening of the Lucky 7 stope 2173 which currently
      is
      less complicated logistically.





The
      Company is continuing to plan and prepare for expansion of the mill. SGS of
      Toronto, Canada has been retained to assist in the engineering work required
      to
      convert the mill from its current capacity to that of at least 500 tons per
      day.
      SGS is a renowned multi disciplined engineering group that operates
      internationally with its main North American metallurgical office based in
      Toronto, Canada.





The
      Company intends to proceed with engineering work focused on the completion
      of
      the mill design and other infrastructure requirements that include:


·
            Foundation
                design for the fine ore bin


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


·
            Procurement
                of equipment.


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


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


·
            Design
                of site offices and shop.


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


·
            Design
                and implementation of mine backfill
                system.


·
            Emergency
                spill response program.





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.





Furthermore,
      the Company contracted Reliance Geological Services Inc. to conduct a Technical
      Report of the property according to Canadian standard 43-101, which was
      published on the Company’s website in January 2007.




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, 2006, the Company had delayed its December
      2006 option payment of $175,000.





*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.





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.


19





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 only significant activity performed at North Fork during the year
      was
      general exploration work in the first quarter.





During
      the year ending December 31, 2006, the Company spent approximately $470 thousand
      on exploration at North Fork.





The
      Company has a verbal agreement with owners to delay payments under the original
      terms of the option agreement. As of December 31, 2006, the Company had delayed
      its December 2006 option payments of $5,000 each.





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:


·
            Excavation
                and securing of the diamond drill
                station


·
            Excavation
                and securing underground explosives
                magazines


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


·
            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 $62,000 for the Antone Canyon property during 2006,
      primarily attributable to consulting, claim maintenance fees, and
      insurance.





The
      Company’s plan to do 2,000 feet of surface drilling early in the fourth quarter
      of 2006 was delayed due to adverse weather conditions. The Company has not
      yet
      rescheduled the drilling program. Total spending for the drilling is estimated
      to be $108,000.





*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.





*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.


20


The
      option agreement 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. Two partial payments of $20,000 were made
      on February 28 and March 30, 2006. On May 19, 2006 the Company completed
      negotiations made the final payment of $160,000.





Expenses
      for the year ending December 31, 2006 totaled approximately $250,000 for the
      property, primarily attributable to purchase option payments, 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. As of December 31, 2006, Silver Quest had made
      all
      cash payments due to the Company and has issued the 100,000 common shares of
      Silver Quest to stay in compliance with all of the terms of the option
      agreement.






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.






As
      of
      December 31, 2006, Silver Quest has conducted an exploration drilling program
      consisting of drilling three exploration holes using a Diamond drill rig. The
      program has been completed successfully and results have been published in
      the
      Company’s January 19, 2007 press release.




*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, 2006 totaled approximately $250,000 for the
      property, primarily attributable to purchase option payments, professional
      fees,
      and insurance.




The
      Company is planning to maintain the property for future exploration but does
      not
      have any significant plans for 2007 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.





*Painted
      Hills Property*





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





*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 production during
      that
      time. The mine was reopened in 1981 when a production shaft was sunk to the
      619
      foot level and four working levels were developed along the vein for production.
      Underground channel sampling by TKM Corp, Asamera Minerals, USMX, and New Gold
      Corp. in the 1980’s and 1990’s indicated much of the Mission
      quartz-magnetite-specularite-pyrite vein contained between 0.25 oz/t and 2.0
      oz/t Au. Recent surface sampling from the Mission vein and other surrounding
      veins has confirmed high gold contents from various quartz-magnetite veins
      in
      the district.


21





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 16 th ,
      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. Ongoing metallurgical scoping tests are being performed 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, 2006 totaled approximately $225,000 for the
      property, primarily attributable to purchase option payments, claim maintenance
      fees, consulting, and legal fees.





For
      2007,
      the Company is currently in the process of permitting a plan of operations
      through the Barstow BLM office with the intent of improving the mine access
      road
      and starting a feasibility study for the mining district.





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, 2006 vs. December 31,
      2005*





There
      were no revenues or cost of sales for the year ending December 31, 2005 as
      the
      Company was still in the exploration stage. 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, 2006 the Company generated
      $800,000 in revenue from the sales of precious metals. The revenue was offset
      with cost of sales of $2.3 million for a gross loss of $1.5
      million.





22




*Expenses
      for the year ending December 31, 2006 vs. December 31, 2005*





The
      Company’s total expenses were $14 million for the year ended December 31, 2006,
      an increase of $8.6 million or 159% over the year ended December 31, 2005.
      Of
      the $8.6 million increase in expenses, $7.7 million or 89% was attributed to
      operating expenses while the remaining $860,000 was non-operating
      related.





The
      increase in operating expenses was primarily attributable to exploration and
      development activities. Exploration and development expenses totaled $8.8
      million for 2006 as compared to $3.3 million last year, an increase of $5.5
      million or 165%. Most of this increase is related to the French Gulch operations
      which were limited to preparation starting the bulk sampling and site set up
      in
      2005. Additionally, during 2006 the French Gulch mill rehabilitation and testing
      took place accounting for approximately $600,000 of the exploration and
      development variance. General and administrative expenses increased by $1.4
      million, or 73%, 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 $340,000 and an increase
      in
      employee stock based compensation of $560,000.





The
      increase in net non-operating expenses was primarily attributable to interest
      expense. Interest expense totaled $1.04 million for 2006 as compared to $65,000
      last year, an increase of $975,000. The increase in interest expense is mainly
      attributable to the issuances of convertible debt in the third and fourth
      quarters of 2006. The increase in interest expense was offset by a net gain
      of
      $115,000 from interest income, gain on extinguishment of debt, loss on asset
      disposal, and other non-operating income.





**Liquidity
      and Financial Condition**




*Cash
      and Working Capital*





The
      Company had a cash balance of $146,509 on December 31, 2006. For the year ending
      December 31, 2006, the Company had a net cash inflow of $21,721 which was made
      up of the following:


·
            The
                Company used $11.3million in operating activities. This operating cash outflow represents
                a
                net loss for the period of $15.6 million; reduced by $2.7
                millionof
                non-cash expenses; increased by a net increase in operating assets
                of
                $176,000;
                and reduced by an increase in operating liabilities of $1.8
                million.


·
            The
                Company had cash outflow in investment activities of $2.25million, which represents $2.5 million used for the purchase of fixed
                assets offset by a $263,000 increase in lease
                obligations.


·
            The
                Company had cash inflow from financing activities totaling $13.5
                million
                from a net increase in debt of $5.5 million; a net increase in equity
                of
                $8.2 million; offset by offering costs of $117,000; and increased
                by an
                increase in unrealized holding gains of
                $18,000.





At
      December 31, 2006, the Company had a working capital deficit of $1.7 million.
      The decrease in working capital of $1.75 million from December 31, 2005 was
      due
      to an increase in current liabilities of $1.9 million partially offset by an
      increase in current assets of $178,000. The increase in current liabilities
      is
      primarily attributable to increases in accounts payable and accrued liabilities.
      Bullion River had an accumulated deficit of $24.1 million since inception and
      has a shareholder’s deficit of $1.2 million. The Company has no contingencies or
      long-term agreements except for its commitments under the option agreements,
      premises, and leases.





**Internal
      and External Sources of Liquidity**




The
      Company’s production operations and mineral exploration programs are limited and
      restricted by the amount of working capital that the Company has and is able
      to
      raise from 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.




*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.




23




*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.




**Contractual
      Obligations**





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





**2007**
            
            **2008**
            
            **2009**
            
            **2010**
            
            **2011**
            
            **Thereafter**Property
                option and purchase payments
            
            $
            973,584
            
            $
            213,500
            
            $
            68,500
            
            $
            73,500
            
            $
            94,500
            
            $
            93,500Lease
                obligations
            
            
            402,142
            
            
            282,112
            
            
            68,987
            
            
            32,094
            
            
            7,848
            
            
            -Loan
                obligations
            
            
            580,301
            
            
            6,024,751
            
            
            -
            
            
            -
            
            
            -
            
            
            -Total
                commitments
            
            $
            1,956,027
            
            $
            6,520,363
            
            $
            137,487
            
            $
            105,594
            
            $
            102,348
            
            $
            93,500





**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.





**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
      Company’s audited financial statements for the years ended December 31, 2006 and
      2005 are attached as Exhibit A to this Form 10-KSB.  The financial
      statements of the Company together with related notes were prepared by
      management. 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**


24





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 are 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
      and
      this December 31, 2006 10-KSB year end Annual Report in addition to the review
      work for the March 31, 2006, June 30, 2006 and September 30, 2006 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**





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) are effective to ensure
      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 are effective in connection with the filing
      of this Annual Report on Form 10-KSB for the year ended December 31,
      2006.





There
      were no significant changes in the Company’s internal controls or other factors
      that could significantly affect these controls subsequent to the date of their
      evaluation, including any significant deficiencies or material weaknesses of
      internal controls that would require corrective action.




**Item
      8B. Other Information**





None





25


**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 stockholders, (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**
            **Susan
                Jeffs**
            **Lester
                Knight**
            **Nancy
                Huber**
            **Glenn
                Blachford**Bullion
                River Gold Corp.
            Director,
                CEO, President, Treasurer, Corporate Secretary
            Director
            Director
            CFO
            Vice-President
                of EngineeringAntone
                Canyon Mining Corp.
            Director,
                CEO, President, Treasurer, Corporate Secretary
            n/a
            n/a
            n/a
            n/aCimarron
                Mining Corp.
            Director,
                CEO, President, Treasurer, Corporate Secretary
            n/a
            n/a
            n/a
            n/aCorcoran
                Canyon Mining Corp.
            Director,
                CEO, President, Treasurer, Corporate Secretary
            n/a
            n/a
            n/a
            n/aFrench
                Gulch (Nevada) Mining Corp.
            Director,
                CEO, President
            n/a
            n/a
            Director,
                Treasurer
            Director,
                SecretaryNorth
                Fork Mining Corp.
            Director,
                CEO, President, Treasurer, Corporate Secretary
            n/a
            n/a
            n/a
            Vice-President
                of EngineeringWenban
                Spring Mining Corp.
            Director,
                CEO, President, Treasurer, Corporate Secretary
            n/a
            n/a
            n/a
            n/a


26





*Peter
      M. Kuhn* -
      Mr.
      Kuhn (52) 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.





*Susan
      Jeffs* -
      Ms.
      Jeffs (57) **** has
      been
      a director of Bullion River Gold Corp. since July 2005. Ms. Jeffs received
      her
      Bachelor of Laws from the University of British Columbia and practiced law
      for
      several years in Vancouver until moving to London in 2002.  Ms. Jeffs area
      of practice was primarily securities and finance for clients involved in natural
      resource exploration and development, telecommunications, technology and
      software, real estate, and infrastructure development.  She has been a
      director for a number of companies involved in mineral exploration.  Before
      practicing law, she organized and administered companies in the start-up phase
      and was involved in the administration of real estate developments in British
      Columbia, Alberta, Washington, California, and Hawaii.  In London, Ms.
      Jeffs is in-house legal consultant for an oil and gas company and for an
      Internet retail company.





*Lester
      Knight* - Mr.
      Knight (48) was appointed to the Board of Directors of Bullion River Gold Corp.
      in January of 2006 as a non-executive director. Additionally, Mr. Knight serves
      as Vice President of Finance and Chief Financial Officer for Monarch Resources
      Limited, an investment company registered in Bermuda. Mr. Knight is a 1985
      graduate of San Diego State University and holds a B.S. degree in Finance and
      a
      Masters degree in Global Management. Mr. Knight has over 16 years experience
      in
      the gold mining industry, primarily in Nevada and California.




*Nancy
      Huber* - Ms.
      Huber (49) was appointed as CFO of Bullion River Gold Corp in May of 2006.
      She
      served as the Vice President of Finance for Eagle Picher Filtration and
      Minerals, Inc. a diatomaceous earth mining company, from 2003 through 2005.
      She
      served as the Chief Financial Officer and Vice President of Finance for Western
      Multiplex Corporation, a provider of wireless access systems, from 2000 through
      2002. Ms. Huber served as Vice President of Finance, Western Operations for
      Evans & Sutherland Computer Corporation, a graphics developer, from 1998 to
      1999. From 1994 to 1998, she was Vice President of Finance and Chief Financial
      Officer for AccelGraphics, Inc. From 1991 to 1994, she served first as MIS
      Manager, then Chief Financial Officer and finally Chief Executive Officer of
      ATG
      Cygnet, Inc., a mass storage robotic company. Ms. Huber received a Master of
      Management degree from the J.L. Kellogg Graduate School of Management and a
      B.S.
      degree in Chemical Engineering from Purdue University. On April 11, 2005, Eagle
      Picher Holdings, Inc., and several of its affiliates filed for Chapter 11
      reorganization. Ms. Huber was the Vice President of Finance for one of the
      affiliates, Eagle Picher Filtration and Minerals, Inc., at that
      time.




*Glenn
      Blachford, Professional Engineer.* - Mr.
      Blachford (56) **** was
      initially retained as an independent consultant to prepare the underground
      rehabilitation and drilling program on the North Fork Property. Since May 1,
      2004, Mr. Blachford has been a full time employee of Bullion River Gold Corp..
      Since June 2004, Mr. Blachford has been the vice-president of engineering of
      North Fork Mining Corp. Mr. Blachford’s duties and responsibilities include
      preparing the underground and mill rehabilitation, and drilling program at
      French Gulch, as well as rehabilitating the underground for drilling at North
      Fork Property. Mr. Blachford was the chief estimator and chief engineer for
      Thyssen Mining Construction of Canada from 1996 to 2001 and has been an
      independent mining consultant for the past three years.





**(b)**
            **Identify
                Significant Employees**





The
      Company has no significant employees other than the three discussed
      above.





**(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.




27


**(d)**
              **Involvement
                  in Certain Legal
                  Proceedings**


(1)
            No
                bankruptcy petition has been filed by or against any business of
                which any
                director was a general partner or executive officer either at the
                time of
                the bankruptcy or within two years prior to that
                time.





(2)
            No
                director has been convicted in a criminal proceeding and is not subject
                to
                a pending criminal proceeding (excluding traffic violations and other
                minor offences).





(3)
            No
                director has 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
                or
                banking activities.





(4)
            No
                director has been found by a court of competent jurisdiction (in
                a civil
                action), the Securities Exchange Commission or the Commodity Futures
                Trading Commission to have violated a federal or state securities
                or
                commodities law, that 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. Blue Velvet Capital failed
      to file a Form 5 (Annual Statement of Beneficial Ownership).  The Company
      failed to file a Form 3 (Initial Statement of Beneficial Ownership) for Lester
      Knight, director, at the time of his appointment on January 17, 2006. The
      Company filed this Form 3 on February 15, 2006. Mr. Knight owns 10,000 shares
      of
      common stock. The Company failed to file a Form 3 for Nancy B. Huber, CFO,
      at
      the time of her employment in May 2006.  Ms. Huber owns no shares of common
      stock.  The Company filed this Form 3 on December 6, 2006.  The
      company was late in filing form 4’s for the issuance of stock options to Peter
      M. Kuhn, Nancy B. Huber, Glenn C. Blachford, Susan Jeffs and Lester
      Knight.  On December 20, 2006 each of the individuals was issued an option
      grant for 200,000 shares with vesting.  These forms will be filed by
      Friday, April 6, 2007.





**(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, Susan Jeffs, and Lester Knight are the only
      directors of the Company and they perform audit committee functions. Susan
      Jeffs
      and Lester Knight meet 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 is comprised of 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.


28





**(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.**





Bullion
      River Gold has paid $596,395 in total compensation to its named executive
      officers during its 2006 fiscal year.




Annual
                  compensation
            
            Long
                term compensation
              AwardsName
                and principal
              position
            
            Year
            
            Salary
            
            Other
              annual
                compensation
            
            Stock
              Option
              Awards
                (1)
            
            Securities
                underlying
              options
            
            All
                other compensation($)
            
            ($)
            
            ($)
            
            (#)
            
            ($)Peter
                M. Kuhn
            
            
            2006
            
            
            120,000
            
            nil
            
            
            114,352
            
            
            200,000
            
            
            nilCEO
            
            
            2005
            
            
            100,000
            
            nil
            
            
            nil
            
            
            nil
            
            
            nilDec
                2003 - Present
            
            
            2004
            
            
            15,000
            
            59,000
            
            
            nil
            
            
            nil
            
            
            20,546Nancy
                B. Huber
            
            
            2006
            
            
            77,083
            
            nil
            
            
            19,059
            
            
            200,000
            
            
            nilCFO
            
            
            2005
            
            
            n/a
            
            n/a
            
            
            n/a
            
            
            n/a
            
            
            n/aMay
                2006 - Present
            
            
            2004
            
            
            n/a
            
            n/a
            
            
            n/a
            
            
            n/a
            
            
            n/aDan
                Graves
            
            
            2006
            
            
            52,062
            
            nil
            
            
            n/a
            
            
            nil
            
            
            16,193CFO
            
            
            2005
            
            
            99,867
            
            nil
            
            
            n/a
            
            
            nil
            
            
            nilMarch
                2005 - May 2006
            
            
            2004
            
            
            n/a
            
            n/a
            
            
            n/a
            
            
            n/a
            
            
            n/aGlenn
                Blachford
            
            
            2006
            
            
            96,000
            
            nil
            
            
            101,646
            
            
            200,000
            
            
            nilVP
                Engineering
            
            
            2005
            
            
            96,000
            
            nil
            
            
            nil
            
            
            nil
            
            
            nilApril
                2004 - Present
            
            
            2004
            
            
            nil
            
            80,000
            
            
            nil
            
            
            nil
            
            
            34,967Jake
                Margolis
            
            
            2006
            
            
            n/a
            
            n/a
            
            
            n/a
            
            
            n/a
            
            
            n/aVP
                of Exploration
            
            
            2005
            
            
            60,800
            
            nil
            
            
            nil
            
            
            nil
            
            
            nilDec
                2003 - Aug 2005
            
            
            2004
            
            
            nil
            
            75,500
            
            
            nil
            
            
            nil
            
            
            80,163





(1)
      The
      fair value of option awards was determined using the Black-Scholes Option
      Pricing Model, based on assumptions set out in Note 10 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.




During
      May 2006, the board authorized the Company to pay
      a fee of $500 per 'in person' meeting to Lester Knight.





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.


29




On
      March
      16, 2005, the Company paid Golden Spike Mining $42,000 for professional services
      rendered on the Antone Canyon Property, the Corcoran Canyon Property, and the
      North Fork Property. Golden Spike Mining is owned by Peter Kuhn.





On
      March
      21, 2005, the Company paid Victor Bradley, a former director of the Company,
      $75,000 for professional services related to fund raising, engineering,
      mineralization analysis, and investor communications for the period January
      1,
      2005, to March 31, 2005.





On
      December 1, 2003, the Company and Jacob Margolis entered into a consulting
      agreement that expired on May 31, 2004. Mr. Margolis was paid $6,000 per month
      for acting as a geological consultant to the Company and was reimbursed for
      all
      reasonable and necessary expenses incurred in the performance of his duties
      and
      as approved by the President of the Company. This agreement was renegotiated
      in
      early April 2004. As a result, Mr. Margolis was hired as the V.P. of Exploration
      and placed on payroll as of May 1, 2004. Mr. Margolis also received 30,000
      restricted common shares and was entitled to participate in any future stock
      option plans of the Company and would have qualified for further bonuses such
      as
      finder’s fees. In August of 2005, Mr. Margolis resigned. See Exhibit 10.6 -
      Consulting Agreement for more details, as referenced in Part III, Item
      13.





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 is
      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. As of December 31, 2006,
      Mr. Blachford’s salary is $8,000 per month.





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-END


Name
                  and principal position
              
              Number
                  of
                Securities
                Underlying
                Options
                  Granted
                Exercisable
                  as of 12/31/06
              
              Number
                  of
                Securities
                Underlying
                Options
                  Granted
                Un-exercisable
                  as of 12/31/06
              
              Exercise
                  Price
              
              Vesting
                Commencement
                Date
              
              Expiration
                  Date(#)
              
              (#)
              
              ($)Peter
                  M. Kuhn
                President
              
              
              200,000
              
              
              -
              
              $
              0.50
              
              
              1/1/2004
              
              
              12/20/2016Nancy
                  B. Huber
                Chief
                  Financial Officer
              
              
              -
              
              
              200,000
              
              $
              0.50
              
              
              5/22/2006
              
              
              12/20/2016Glenn
                  Blachford
                VP
                  Engineering
              
              
              177,777
              
              
              22,223
              
              $
              0.50
              
              
              5/1/2004
              
              
              12/20/2016
  Options
        were awarded on December 20, 2006. One third of the option vests after one
        year
        from the vesting commencement date. One twenty fourth of the remaining amount
        of
        the option vests monthly thereafter. The vesting commencement dates were
        tied to
        the executives start date with the Company.




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 the above employees, 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.


30


DIRECTOR
        COMPENSATION


Name
                and principal position
            
            Year
            
            Option
                Awards (1)
            
            Other
                annual compensation
            
            All
                other compensation($)
            
            ($)
            
            ($)Lester
                Knight, DirectorJanuary
                2006 - Present
            
            
            2006
            
            
            38,117
            
            
            Nil
            
            
            4,500Susan
                Jeffs, DirectorAugust
                2005 - Present
            
            
            2006
            
            
            54,000
            
            
            nil
            
            
            Nil





(1)
      The fair value of option awards was determined using the Black-Scholes Option
      Pricing Model, based on assumptions set out in Note 10 to the Consolidated
      Financial Statements.







**Item
      11. Security Ownership of Certain Beneficial Holders and
      Management.**





**(a)**
            **Security
                Ownership of Certain Beneficial Owners (more than
                5%)**




**Title
                of Class**
            **Name
                and Address of Beneficial Owner**
            **Amount
                and Nature of**
              **Beneficial
                Owner**(1)
            **Percent
                of Class**common
                shares
            Blue
                Velvet Capital
            5,833,326
            9.84
                (2)Ellen
                L. Skelton Building4thFloor, P.O. Box 3444Roadtown,
                Tortola, BVIcommon
                shares
            Elton
                Participation Group
            12,972,787
                (3)
            20.08
                (4)c/o
                Morgan & Morgan Trust Corp. LtdPasea
                Estate, Road TownTortola,
                BVIcommon
                shares
            Peter
                M. Kuhn
            1,215,000
                (5)
            2.04
                (6)3500
                Lakeside Court, Suite 200Reno,
                Nevada89509





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)
      Based
      on 59,282,372 common shares issued and outstanding as of December
      31,2006.


(3) The
      listed beneficial owner has rights to 7,600,000 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 2,666,667 shares assuming conversion
      of common share warrants, and 2,666,667 shares assuming conversion of a
      convertible debenture held by beneficial owner.


(4 )
      Based
      on 59,282,372 common shares issued and outstanding as of December 31,2006 and includes
      2,666,667 shares assuming conversion of common share warrants, and 2,666,667
      shares assuming conversion of a convertible debenture held by beneficial owner.


(5)
      The
      listed beneficial owner includes 200,000 options to purchase Common
      Shares.


(6) Based on
      59,282,372 common shares issued and outstanding as of December 31,2006 and includes
      200,000 shares assuming exercise of option.


31




**(b)**
            **Security
                Ownership of Management**




**Title
                of Class**
            **Name
                and Address of Beneficial Owner**
            **Amount
                and Nature of**
              **Beneficial
                Owner****(1)**
            **Percent
                of Class(7)**common
                shares
            Peter
                M. Kuhn
            1,215,000
                (2)
            2.04%3500
                Lakeside Ct, Suite 200Reno,
                Nevada89509common
                shares
            Nancy
                B. Huber
            66,666
                (3)
            0.11%3500
                Lakeside Ct, Suite 200Reno,
                Nevada89509common
                shares
            Glenn
                Blachford
            230,000
                (4)
            0.39%3500
                Lakeside Ct, Suite 200Reno,
                Nevada89509common
                shares
            Lester
                Knight
            98,888
                (5)
            0.17%3500
                Lakeside Ct, Suite 200Reno,
                Nevada89509common
                shares
            Susan
                Jeffs
            316,666
                (6)
            0.53%3500
                Lakeside Ct, Suite 200Reno,
                Nevada89509common
                shares
            Directors
                and Executive Officers (as a group)
            1,927,220
                (2)(3)(4)(5)(6)
            3.24%




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)
      Includes options to purchase 66,666 shares of common stock.


(4)
      Includes options to purchase 200,000 shares of common stock.


(5)
      Includes options to purchase 88,888 shares of common stock.


(6)
      Includes options and warrants to purchase 216,666 shares of common stock and
      100,000 shares assuming conversion of convertible debenture.


(7)
      Based
      on 59,282,372 common shares issued and outstanding as of December 31,2006 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.




32


**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:





During
      the first quarter of 2005, the Company paid $75,000 in professional fees to
      a
      company controlled by a director of the Company.





During
      the month of June 2005, the Company borrowed $15,000 from Kristi Kuhn, the
      spouse of the Company president. The Company paid the debt off in
      November.





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 12/31/05
      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 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.




**Assignment
      Agreements with Golden Spike Mining**




On
      January 9, 2004, Antone Canyon Mining Corp. entered into an assignment agreement
      with Golden Spike Mining for the assignment of an option agreement for 60
      unpatented mineral claims. Peter M. Kuhn is the President of both Bullion River
      and Antone Canyon Mining Corp., and the sole director and officer and majority
      owner of Golden Spike Mining. See “Business of Bullion River” and Exhibit 10.1 -
      Assignment Agreement for more information, as referenced in Part III, Item
      13.





On
      February 18, 2004, Corcoran Canyon Mining Corp. entered into an assignment
      agreement with Golden Spike Mining for the assignment of an option agreement
      for
      41 unpatented mineral claims. Peter M. Kuhn is the president of both Bullion
      River and Corcoran Canyon Mining Corp., and the sole director and officer and
      majority owner of Golden Spike Mining. See “Business of Bullion River” and
      Exhibit 10.2 - Assignment Agreement for more information as referenced in Part
      III, Item 13.





On
      February 20, 2004, Thomas Creek Mining Corp. entered into an assignment
      agreement with Golden Spike Mining for the assignment of an option agreement
      for
      76 unpatented mineral claims. Peter M. Kuhn is the President of both Bullion
      River and Thomas Creek Mining Corp., and the sole director and officer and
      majority owner of Golden Spike Mining. See “Business of Bullion River” on page
      23 and Exhibit 10.4 - Assignment Agreement for more information as referenced
      in
      Part III, Item 13.





On
      February 23, 2004, North Fork Mining Corp. entered into an assignment agreement
      with Golden Spike Mining for the assignment of an option agreement for 42
      unpatented mineral claims. Peter M. Kuhn is the President of both Bullion River
      and North Fork Mining Corp., and the sole director and officer and majority
      owner of Golden Spike Mining. See “Business of Bullion River” on page 22 and
      Exhibit 10.5 - Assignment Agreement for more information as referenced in Part
      III, Item 13.





**(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.




33


**Item
        13. Exhibits and Reports on Form 8-K**


(a)
            Reports
                on Form 8-K.




8-K
      dated
      January 17, 2006, announcing the election of Lester Knight as a Director
      effective January 13, 2006.





8-K
      dated
      February 1, 2006, regarding the unregistered sale of 7,348,000 units of common
      stock and warrants through a private offering from December 16, 2005 and January
      23, 2006.





8-K/A
      dated February 1, 2006, amended previous filing dated December 16, 2006
      regarding: (a) the number shares of Registrant’s Common Stock to be issued
      pursuant to certain anti-dilution provisions, (b) the number of warrant shares
      issuable pursuant to certain anti-dilution provisions, (c) the investor
      information set forth in Exhibit 99.1, and (d) the Securities Purchase
      Agreements, Registration Rights Agreement and the Common Stock Purchase
      Warrants, filed as Exhibit 99.2 through Exhibit 99.6. The other items and
      exhibits to the Initial Filing and the First Amendment remain
      unchanged.





8-K
      dated
      February 15, 2006 announcing the resignation of Hall & Company as the
      Registrant’s independent registered public accounting firm for the year ending
      December 31, 2005.





8-K
      dated
      February 15, 2006 announcing the appointment by the Board of Directors of HJ
      & Associates, LLC as the Registrant’s independent registered public
      accounting firm.





8-K/A
      dated March 1, 2006 revised the disclosures in the Bullion River Gold Corp.
      Form
      8-K filed February 1, 2006 (the “Initial Filing”) regarding the number shares of
      Registrant’s Common Stock to be issued to Senator Minerals, Inc. pursuant to a
      certain option agreement. The other items and exhibits to the Initial Filing
      remain unchanged.





8-K
      dated
      June 6, 2006 announcing effective May 31, 2006 the resignation of Dan Graves
      and
      the Registrant’s Chief Financial Officer and appointment by the Board of
      Directors of Nancy B. Huber as the Registrant’s Chief Financial
      Officer.





8-K
      dated
      July 13, 2006 regarding the closing of the unregistered sale of 7,069,006 units
      of common stock and warrants through a private placement on June 10,
      2006.





8-K/A
      dated July 25, 2006 revised the disclosures in the Bullion River Gold Corp.
      Form
      8-K filed July 13, 2006 (the “Initial Filing”) regarding the number of units
      sold in the unregistered sale of shares to 6,869,007 units of common stock
      and
      warrants.





8-K
      dated
      August 8, 2006 announcing the Registrant entered into a Securities Purchase
      Agreement with one investor for a $2,000,000 secured convertible note and
      warrants to purchase 2,666,667 shares of the Registrant’s common stock with the
      option to increase the note an addition $1,000,000.





8-K
      dated
      November 13, 2006 with a copy of the Registrant’s Press Release dated November
      10, 2006 announcing the Registrant successfully completed it’s test mining at
      its French Gulch mine and is starting production.





8-K
      dated
      November 14, 2006 announcing the Registrant entered into Securities Purchase
      Agreements with twenty-one investors for $2,861,000 unsecured convertible notes
      and warrants to purchase 3,814,673 shares of the Registrant’s common stock.





8-K
      dated
      March 21, 2007 regarding the unregistered sale of 2,280,336 units of common
      stock and warrants through a private offering that closed on March 20,
      2007.





8-K
      dated
      March 21, 2007 Securities Purchase Agreement with one investor for a $1,000,000
      secured convertible note and warrants to purchase 1,333,334 shares of the
      Registrant’s common stock.




34


(b)
              Index
                  to and Description of Exhibits.
  **Exhibit**
              **Description**
              **Status****Exhibit
                  A**
              **Audited
                  Financial Statements for the period ended December 31, 2005**
              **Included**


**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.
            Filed**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.
            Filed**3.3**
            Certificate
                of Amendment to Articles of Incorporation changing the Issuer’s name to
                Bullion River Gold Corp.
            Filed**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.
            Filed**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.
            Filed**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.
            Filed**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.
            Filed**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.
            Filed**10.7**
            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.
            Filed**23.1**
            Consent
                of Independent Public Accounting Firm
            Included**31**
            Certifications
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
            Included**32**
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.
            Included**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.
            Filed**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.
            Filed**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


35





**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
      -
      $60,500 - HJ & Associates, LLC


2006
      - $6,476 - Hall & Company, Certified Public
      Accountants Inc.


2005
      -
      $26,700 - HJ & Associates, LLC


2005
      -
      $27,627 - Hall & Company, Certified Public Accountants Inc.





(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


2005
      - $0
      - HJ & Associates, LLC


2005
      - $0
      - Hall & Company, Certified Public Accountants Inc.





(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


2005
      - $0
      - HJ & Associates, LLC


2005
      -
      $11,394 - Hall & Company, Certified Public Accountants Inc.





(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


2005
      - $0
      - HJ & Associates, LLC


2005
      - $0
      - Hall & Company, Certified Public Accountants Inc.





(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 %.





36





**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:**Director
                and CEO**
              Dated:**April
                4, 2007**







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.





**Signature**
            **Title**
            **Date***/s/
                Peter M. Kuhn*
            President,
                Principal Executive Officer, Treasurer, Secretary,
            April
                4, 2007and
                a member of the Board of Directors*/s/
                Nancy Huber*
            Principal
                Financial Officer
            April
                4, 2007*/s/
                Susan Jeffs*
            Member
                of the Board of Directors
            April
                4, 2007*/s/
                Lester Knight*
            Member
                of the Board of Directors
            April
                4, 2007


37


**Exhibit
      A**





**Financial
      Statements and Schedules**




REPORT OF THE INDEPENDENT REGISTERED
              PUBLIC
              ACCOUNTING FIRM
            F-2CONSOLIDATED BALANCE SHEETS
            F-3CONSOLIDATED STATEMENTS OF
              OPERATIONS
            F-4CONSOLIDATED STATEMENT OF CHANGES IN
              SHAREHOLDERS’ DEFICIT AND COMPREHENSIVE LOSS
            F-5CONSOLIDATED STATEMENTS OF CASH
              FLOWS
            F-6NOTES TO THE CONSOLIDATED FINANCIAL
              STATEMENTS
            F-7




F-1


REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   To
        the
        Board of Directors
 Bullion
        River Gold Corporation and Subsidiaries
 Reno,
        Nevada
  We
        have
        audited the consolidated balance sheets of Bullion River Gold Corporation
        and
        Subsidiaries as of December 31, 2006 and 2005, and the related consolidated
        statements of operations, stockholders' equity (deficit) and comprehensive
        income and cash flows for the year then ended. These consolidated 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 audits 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 provides a reasonable basis for our opinion.
  In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the consolidated financial position of Bullion
        River
        Gold Corporation and Subsidiaries as of December 31, 2006 and 2005, and the
        consolidated results of their operations and their cash flows for the years
        then
        ended in conformity with U.S. generally accepted accounting principles.
  The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. As discussed in Note 16 to
        the
        consolidated financial statements, the Company has incurred suffered losses
        from
        operations since inception and has a deficit in working capital and
        stockholders' 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 discussed in Note 16. The consolidated financial statements do not
        include any adjustments that might result from the outcome of this uncertainty.
   
 HJ
&
        Associates, LLC
 Salt
        Lake
        City, UT
 March
        18,
        2006
     American
        Institute of Certified Public Accountants
 Member
        of
        Public Company Accounting Oversight Board


F-2


**Bullion
      River Gold Corp.**


**Consolidated
      Balance Sheets**


**As
      at December 31, 2006 and 2005**





**2006**
            
            **2005****Assets**Current
                Assets:Cash
            
            $
            146,509
            
            $
            124,788Inventory
                in process
            
            
            125,065
            
            
            -Prepaids
                and other current assets
            
            
            460,022
            
            
            394,396Supplies
                inventory
            
            
            64,065
            
            
            66,404Total
                current assets
            
            
            795,661
            
            
            585,588Property
                and equipment, net
            
            
            2,556,694
            
            
            484,149Other
                assets:Investment
                securities
            
            
            63,000
            
            
            -Deposits
            
            
            289,177
            
            
            267,226Restricted
                reclamation deposits
            
            
            170,709
            
            
            172,950Total
                other assets
            
            
            522,886
            
            
            440,176**Total
                assets**
            
            **$**
            **3,875,241**
            
            **$**
            **1,509,913****Liabilities
                and Shareholders’ Equity (Deficit)**Current
                liabilities:Accounts
                payable and accrued liabilities
            
            $
            2,144,150
            
            $
            480,398Loans
                from related parties
            
            
            -
            
            
            13,453Current
                portion of capital lease obligations
            
            
            226,608
            
            
            63,216Interest
                payable on convertible debt
            
            
            118,815
            
            
            -Total
                current liabilities
            
            
            2,489,573
            
            
            557,067Long
                term liabilities:Convertible
                debt, net of discount
            
            
            2,187,348
            
            
            -Capital
                lease obligations
            
            
            227,732
            
            
            128,281Reclamation
                obligations
            
            
            109,101
            
            
            103,041Total
                long term liabilities
            
            
            2,524,181
            
            
            231,322Total
                liabilities
            
            
            5,013,754
            
            
            788,389Shareholders’
                equity (deficit):Common
                stock; authorized 200,000,000 shares, $0.001 par value.Issued
                and outstanding 59,282,372 and 39,243,581 respectively.
            
            
            59,282
            
            
            39,300Additional
                paid in capital
            
            
            22,836,794
            
            
            8,825,523Shares
                subscribed
            
            
            15,244
            
            
            387,500Other
                comprehensive income
            
            
            18,038
            
            
            -Accumulated
                Deficit
            
            
            (24,067,871
            )
            
            (8,530,799
            )Total
                shareholders’ equity (deficit)
            
            
            (1,138,513
            )
            
            721,524**Total
                liabilities and shareholders’ equity (deficit)**
            
            **$**
            **3,875,241**
            
            **$**
            **1,509,913**The
                accompanying notes are an integral part of these consolidated financial
                statements.


F-3




**Bullion
      River Gold Corp.**


**Consolidated
      Statements of Operations**


**For
      the Years Ending December 31, 2006 and 2005**





**2006**
            
            **2005**Revenues:Precious
                metal sales
            
            $
            804,190
            
            $
            -Cost
                of goods sold:Direct
                production expenses
            
            
            2,310,484
            
            
            -Gross
                loss
            
            
            (1,506,294
            )
            
            -Operating
                expenses:Exploration
                and development
            
            
            8,755,864
            
            
            3,303,527General
                and administrative
            
            
            3,366,503
            
            
            1,968,585Stock
                based compensation
            
            
            556,275
            
            
            -Depreciation
                and accretion
            
            
            433,691
            
            
            91,667Total
                operating expenses
            
            
            13,112,333
            
            
            5,363,779Loss
                from operations
            
            
            (14,618,627
            )
            
            (5,363,779
            )Other
                income (expense):Interest
                income
            
            
            20,861
            
            
            19,888Interest
                expense
            
            
            (1,043,930
            )
            
            (64,751
            )Gain
                on debt extinguishment
            
            
            -
            
            
            6,496Loss
                on asset disposal
            
            
            (3,399
            )
            
            -Non-operating
                income
            
            
            117,942Other
                non-operating
            
            
            (6,062
            )
            
            (17,905
            )Total
                other income (expense)
            
            
            (914,588
            )
            
            (56,272
            )Net
                loss before income taxes
            
            
            (15,533,215
            )
            
            (5,420,051
            )Income
                taxes
            
            
            (3,857
            )
            
            -Net
                loss
            
            
            (15,537,072
            )
            
            (5,420,051
            )Other
                comprehensive income:Unrealized
                holding gains
            
            
            18,038
            
            
            -**Net
                comprehensive loss**
            
            **$**
            **(15,519,034**
            **)**
            **$**
            **(5,420,051**
            **)**Basic
                and diluted loss per share
            
            $
            (0.29
            )
            $
            (0.17
            )Weighted
                average shares outstanding
            
            
            53,483,241
            
            
            32,281,358The
                accompanying notes are an integral part of these consolidated financial
                statements.


F-4


**Bullion
      River Gold Corp.**


**Consolidated
      Statement of Stockholders’ Equity (Deficit)**


**For
      the Years Ending December 31, 2006 and 2005**




AccumulatedCommon
                Stock Issued
            
            
            Additional
            
            
            Common
                Shares
              Subscribed
            
            
            
            
            
            Compre-hensiveNumber
              of
                Shares
            
            
            Amount
            
            
            Paid
                in Capital
            
            
            Number
                of Shares
            
            
            Amount
            
            
            Accumulated
                Deficit
            
            
            Income
              (Loss)
            
            
            TotalBalance
                at December 31, 2004
            
            
            28,444,004
            
            $
            28,444
            
            $
            2,918,591
            
            
            -
            
            $
            -
            
            $
            (3,110,748
            )
            $
            (1,186
            )
            $
            (164,899
            )Common
                stock issued for cash at$0.75
                per share
            
            
            4,521,577
            
            
            4,578
            
            
            3,386,598
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            3,391,176Common
                stock issued for cash at$0.50
                per share
            
            
            6,278,000
            
            
            6,278
            
            
            3,132,722
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            3,139,000Common
                stock subscribed at $0.50per
                share
            
            
            -
            
            
            -
            
            
            -
            
            
            450,000
            
            
            225,000
            
            
            -
            
            
            -
            
            
            225,000Common
                stock subscribed for servicesrendered
                at $0.50 per share
            
            
            -
            
            
            -
            
            
            -
            
            
            325,000
            
            
            162,500
            
            
            -
            
            
            -
            
            
            162,500Share
                issuance costs incurred during 2005
            
            
            -
            
            
            -
            
            
            (612,388
            )
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (612,388
            )Foreign
                currency translation adjustments
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,186
            
            
            1,186Net
                loss for the year endedDecember
                31, 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (5,420,051
            )
            
            -
            
            
            (5,420,051
            )Balance
                at December 31, 2005
            
            
            39,243,581
            
            
            39,300
            
            
            8,825,523
            
            
            775,000
            
            
            387,500
            
            
            (8,530,799
            )
            
            -
            
            
            721,524Common
                stock issued for cash at$0.50
                per share
            
            
            12,741,653
            
            
            12,742
            
            
            6,358,085
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            6,370,827Common
                stock issued for cash at$0.75
                per share
            
            
            2,405,005
            
            
            2,405
            
            
            1,801,345
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,803,750Common
                stock issued for shares subscribedat
                $0.50 per share
            
            
            775,000
            
            
            775
            
            
            386,725
            
            
            (775,000
            )
            
            (387,500
            )
            
            -
            
            
            -
            
            
            -Common
                stock issued for servicesrendered
                at $0.50 per share
            
            
            1,302,386
            
            
            1,301
            
            
            649,891
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            651,192Common
                stock issued for servicesrendered
                at $0.75 per share
            
            
            850,667
            
            
            851
            
            
            637,149
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            638,000Common
                stock issued related to anti-dilution
                clauses in prior offerings
            
            
            1,924,627
            
            
            1,925
            
            
            (1,925
            )
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Common
                stock issued for interestaccrued
                on convertible debt
            
            
            39,453
            
            
            39
            
            
            29,550
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            29,589Warrants
                issued to satisfy finders’ feeobligations
            
            
            -
            
            
            -
            
            
            371,234
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            371,234Share
                issue costs incurred during the yearended
                December 31, 2006
            
            
            -
            
            
            -
            
            
            (811,553
            )
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (811,553
            )Discount
                on convertible debt for detachedwarrants
                and intrinsic value ofconversion
                benefit
            
            
            -
            
            
            -
            
            
            4,034,439
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            4,034,439Compensation
                expense for employeestock
                option plan
            
            
            -
            
            
            -
            
            
            556,275
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            556,275Adjustment
                to reconcile common stockamount
                with number of shares issued
            
            
            -
            
            
            (56
            )
            
            56
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Common
                stock subscribed for cash at$0.50
                per share
            
            
            -
            
            
            -
            
            
            -
            
            
            30,487
            
            
            15,244
            
            
            -
            
            
            -
            
            
            15,244Net
                loss for the year endedDecember
                31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (15,537,072
            )
            
            -
            
            
            (15,537,072
            )Unrealized
                holding gains atDecember
                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-5


**Bullion
      River Gold Corp.**


**Consolidated
      Cash Flow Statements**


**For
      the Years Ending December 31, 2006 and 2005**





**2006**
            
            **2005****Cash
                Flows From Operating Activities**Net
                loss for the period
            
            $
            (15,537,072
            )
            $
            (5,420,051
            )Adjustments
                to reconcile net loss to net cashused
                in operating activities:Depreciation
                expense
            
            
            427,631
            
            
            89,626Accretion
                expense
            
            
            6,060
            
            
            2,041Amortization
                related to convertible debt
            
            
            760,840
            
            
            -Equity
                instruments issued for services and related expense
            
            
            1,552,182
            
            
            -Net
                non-cash gains
            
            
            (39,993
            )
            
            (6,496
            )Changes
                in operating assets and liabilities:(Increase)
                decrease in:Inventory
                in process
            
            
            (125,065
            )
            
            -Prepaids
                and other current assets
            
            
            (65,626
            )
            
            (305,129
            )Supplies
                inventory
            
            
            2,339
            
            
            (66,404
            )Deposits
            
            
            (19,710
            )
            
            (440,176
            )(Decrease)
                increase in:Accounts
                payable and accrued liabilities
            
            
            1,663,752
            
            
            (135,975
            )Interest
                on convertible debt
            
            
            118,815
            
            
            -Reclamation
                obligation
            
            
            -
            
            
            101,000Net
                cash used in operating activities
            
            
            (11,255,847
            )
            
            (6,181,564
            )**Cash
                Flows From Investing Activities**Purchase
                of fixed assets
            
            
            (2,242,340
            )
            
            (285,714
            )Change
                in investment securities
            
            
            (18,000
            )
            
            -Net
                cash used in investing activities
            
            
            (2,260,340
            )
            
            (285,714
            )**Cash
                Flows From Financing Activities**Loans
                from related parties
            
            
            (13,453
            )
            
            13,453Loan
                payable
            
            
            -
            
            
            (100,000
            )Cash
                proceeds from sale of convertible debt
            
            
            5,460,948
            
            
            -Cash
                proceeds from sale of common shares
            
            
            8,189,821
            
            
            6,917,676Offering
                costs
            
            
            (117,446
            )
            
            (513,580
            )Change
                in unrealized holding gain
            
            
            18,038
            
            
            -Net
                cash received from financing activities
            
            
            13,537,908
            
            
            6,317,549Effect
                of exchange rate changes on cash
            
            
            -
            
            
            1,186Increase
                (decrease) in cash
            
            
            21,721
            
            
            (148,543
            )Cash,
                beginning of the period
            
            
            124,788
            
            
            273,331**Cash,
                end of period**
            
            **$**
            **146,509**
            
            **$**
            **124,788**




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


F-6


**Bullion
      River Gold Corp**


**Notes
      to the Consolidated Financial Statements**


**December
      31, 2006 and 2005**








**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, 2006 and 2005 there were 59,282,372
      and
      39,243,581 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”).





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





**PRINCIPLES
      OF CONSOLIDATION**


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





**PRODUCTION
      AND DEVELOPMENT COST ACCOUNTING**


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





**INVENTORY
      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-7




**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
      2006, 100% of revenues consisted of sales to one company.





**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,
      2006, the Company had 1,840,000 options outstanding and 39,854,666 warrants
      outstanding. At December 31, 2005, the Company had no options outstanding and
      9,576,925 warrants outstanding.





**LEASES**


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





**FIXED
      ASSETS**


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





Furniture 3
      to 5
      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**


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





**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.




F-8





**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, 2006 and 2005.





**CLOSURE,
      RECLAMATION AND REMEDIATION COSTS**


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





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




**STOCK
      OPTIONS**


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





**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
      8.








**NOTE
      3 - INVENTORIES**





Inventories
      consist of the following as at December 31, 2006 and 2005:





**2006**
            
            **2005**Gold
                bullion
            
            $
            -
            
            $
            -Precious
                metal in process
            
            
            125,065
            
            
            -Supplies
            
            
            64,065
            
            
            66,404Total
                inventories
            
            $
            189,130
            
            $
            66,404





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


F-9




**NOTE
      4 - PROPERTY AND EQUIPMENT**





The
      following is a summary of the Company’s property and equipment as of December
      31, 2005 and 2006:


**2006**
              
              
              **2005**Mine
                  equipment
              
              $
              2,369,196
              
              $
              539,448Vehicles
              
              
              224,158
              
              
              -Office
                  equipment
              
              
              160,258
              
              
              47,377Buildings
              
              
              61,911
              
              
              -Total
                  fixed assets
              
              
              2,815,523
              
              
              586,825Accumulated
                  depreciation
              
              
              (528,946
              )
              
              (102,676
              )Fixed
                  assets, net
              
              
              2,286,577
              
              
              484,149Property
              
              
              110,203
              
              
              -Capital
                  in progress
              
              
              159,914
              
              
              -Property
                  and equipment, net
              
              $
              2,556,694
              
              $
              484,149




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





The
      following is a summary of the Company’s restricted reclamation deposits at
      December 31, 2005 and 2006:





**Mineral
                Property**
            
            **Obligee
                (s)**
            
            **Inception
                Date**
            
            **2005
                Amount**
            
            **Changes**
            
            **2006
                Amount**French
                Gulch
            
            
            Bureau
                of Land Management
            
            
            June
                2005
            
            $
            11,500
            
            $
            -
            
            $
            11,500French
                Gulch
            
            
            Shasta
                County
            
            
            December
                2005
            
            
            71,200
            
            
            3,759
            
            
            74,959French
                Gulch
            
            
            California
                Regional Water Control Board
            
            
            December
                2005
            
            
            29,900
            
            
            -
            
            
            29,900North
                Fork
            
            
            US
                Forest Service
            
            
            March
                2004
            
            
            29,800
            
            
            -
            
            
            29,800Antone
                Canyon
            
            
            US
                Forest Service
            
            
            March
                2005
            
            
            3,300
            
            
            -
            
            
            3,300Corcoran
                Canyon
            
            
            USDAFS
            
            
            April
                2004
            
            
            2,600
            
            
            -
            
            
            2,600Corcoran
                Canyon
            
            
            Bureau
                of Land Management
            
            
            April
                2004
            
            
            6,700
            
            
            -
            
            
            6,700Wenban
                Spring
            
            
            Bureau
                of Land Management
            
            
            March
                2005
            
            
            5,400
            
            
            -
            
            
            5,400Thomas
                Creek
            
            
            Bureau
                of Land Management
            
            
            January
                2004
            
            
            6,000
            
            
            (6,000
            )
            
            -Painted
                Hills
            
            
            Bureau
                of Land Management
            
            
            August
                2004
            
            
            6,550
            
            
            -
            
            
            6,550$
            172,950
            
            $
            (2,241
            )
            $
            170,709







**NOTE
      6 - INVESTMENTS**





The
      Company’s investments at December 31, 2006 and 2005 are summarized as
      follows:





**Common
                Stock Holdings**
            
            **2006**
            
            **2005**Silver
                Quest Resources LTD.Fair
                value
            
            $
            63,000
            
            $
            -Cost
            
            
            45,000
            
            
            -Unrealized
                holding gain
            
            $
            18,000
            
            $
            -








**NOTE
      7 - LOANS PAYABLE**




On
      August
      5, 2005, the Company entered into a loan agreement with Centennial Development
      in the amount of $500,000 due on December 31, 2005. The interest rate was 1.15%
      per month and there was a $25,000 loan fee. The loan principal and fees were
      paid in full on October 21, 2005. Accrued interest outstanding at December
      31,
      2005 was $13,453 and was paid on January 3, 2006.





There
      were no loans outstanding on December 31, 2006.


F-10




**NOTE
      8 - CONVERTIBLE DEBT**





There
      was
      no convertible debt outstanding for the year ending December 31, 2005. The
      following is a summary of the Company’s convertible debt outstanding for the
      year ending December 31, 2006:


Secured
                Debentures
              
              Unsecured
                Debentures
              
              TotalConvertible
                  debt at December 31, 2006
              
              $
              2,600,000
              
              $
              2,860,948
              
              $
              5,460,948Discount
                  on convertible debt:Relative
                  fair value of detached warrants
              
              
              (766,049
              )
              
              (856,454
              )
              
              (1,622,503
              )Intrinsic
                  value of conversion benefit
              
              
              (1,101,382
              )
              
              (1,310,555
              )
              
              (2,411,937
              )Discount
                  amortization to date
              
              
              436,879
              
              
              323,961
              
              
              760,840Net
                  discount on convertible debt
              
              
              (1,430,552
              )
              
              (1,843,048
              )
              
              (3,273,600
              )Convertible
                  debt, net of discount
              
              $
              1,169,448
              
              $
              1,017,900
              
              $
              2,187,348
 
 During
        the year ending December 31, 2006, the Company issued these convertible debt
        instruments (debentures) under two different agreements. One of the debentures
        is secured by the ownership of French Gulch Nevada Mining Corp and bears
        interest at a rate of 10% per annum, paid quarterly. The other debenture
        agreements are unsecured and bear interest at a rate of 12% per annum, paid
        quarterly. Interest may be paid in cash or stock at a fixed price of $0.75
        per
        share for both of the debentures. For the secured debenture, the decision
        of
        mode of payment is made by mutual consent of the Company and the holder or
        its
        assigns. The control of settlement terms of interest for the unsecured
        debentures is held exclusively by the Company. Both of the debentures have
        a
        maturity date of two years from the date of the agreement and may be converted
        into common stock at the option of the holder any time prior to maturity
        at a
        fixed price of $0.75 per share. The conversion price is adjusted for stock
        splits, stock dividends, and equity issuances by the Company. The Company
        is
        required to reserve sufficient shares for the conversion of both the principal
        and any interest and has signed a registration agreement that it will use
        it’s
        best efforts to register those shares. The registration rights agreement
        does
        not include any penalties or other monetary remedies. The Company has
        sufficient authorized common shares to provide for the conversion of the
        debentures and any interest that may accrue.





If
      settlement of all of the convertible debt were to have occurred on December
      31,
      2006 the Company would have paid up to $5,579,763 in cash or have issued up
      to
      7,439,686 shares of common stock which would have had a market value of
      $5,564,161. Over the remaining life of the outstanding convertible debt the
      Company may pay for settlement up to $6,637,986 in cash or issue up to 8,850,651
      shares of common stock.





**NOTE
      9 - RECLAMATION OBLIGATIONS**





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





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





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
      $4,272 for the year ended December 31, 2006. The total reclamation obligation
      as
      of December 31, 2006 is $75,472.


F-11





North
      Fork




The
      Company put the initial reclamation permit in place in March 2004 with a
      supplemental permit in May 2005 based on its updated operating plan. In
      connection with these permits, the Company estimated reclamation costs to be
      $31,841 as of December 31, 2005 for the North Fork property. At an accretion
      rate of 6%, the Company has expensed $1,788 for the year ended December 31,
      2006. Total reclamation obligation as of December 31, 2006 is
      $33,629.





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





Estimated
                reclamation obligation at December 31, 2005:French
                Gulch
            
            $
            71,200North
                Fork
            
            
            31,841Reclamation
                obligation before 2006 accretion
            
            
            103,041Changes
                in reclamation obligation for the year ending December 31,
                2006:French
                Gulch accretion expense
            
            
            4,272North
                Fork accretion expense
            
            
            1,788Increase
                in reclamation obligation
            
            
            6,060Total
                reclamation obligation at December 31, 2006
            
            $
            109,101








**NOTE
      10 - STOCK OPTIONS AND WARRANTS**




The
      Company had zero options outstanding on December 31, 2005.




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. At the date of issuance 794,722 options were immediately vested and
      the
      remaining 1,045,278 will vest over periods up to 33 months. These stock options
      have been issued under an equity compensation plan approved by the directors
      and
      the shareholders of the Company. These stock options are not yet registered
      but
      are expected to be by the end of the second quarter of 2007.


F-12




The
      Company estimates the fair value of options and warrants using the Black-Scholes
      Option Price Calculation. The Company used the following assumptions in
      estimating fair value: 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.




At
      December 31, 2006, the Company had the following stock options
      outstanding:





Options
            
            Weighted
                Average Exercise PriceOutstanding
                December 31, 2005
            
            
            -
            
            $
            -Granted
            
            
            1,840,000
            
            
            0.50Canceled
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Outstanding
                on December 31, 2006
            
            
            1,840,000
            
            $
            0.50Exercisable
                on December 31, 2006
            
            
            794,722
            
            $
            0.50





At
      December 31, 2006, the Company had the following consolidated warrants
      outstanding:




Period
                of Issuance
            Period
                of Expiration
            Total
                Warrants2ndquarter - 2004
            2ndquarter - 2007
            975,0003rdquarter - 2004
            3rdquarter - 2007
            1,343,3354thquarter - 2004
            4thquarter - 2007
            859,7121stquarter - 2005
            1stquarter - 2008
            846,0002ndquarter - 2005
            2ndquarter - 2008
            2,846,8414thquarter - 2005
            4thquarter - 2008
            1,500,0001stquarter - 2006
            1stquarter - 2007
            550,8001stquarter - 2006
            1stquarter - 2008
            13,014,9691stquarter - 2006
            2ndquarter - 2008
            2,224,1622ndquarter - 2006
            2ndquarter - 2008
            6,045,6723rdquarter - 2006
            3rdquarter - 2008
            4,751,0024thquarter - 2006
            4thquarter - 2008
            4,897,173Total
                Warrants Outstanding
            39,854,666




A
      summary
      of the Company’s stock warrants as of December 31, 2006 and changes during the
      year is presented below:





Warrants
            
            Weighted
                Average Exercise PriceOutstanding
                on December 31, 2005
            
            
            9,576,925
            
            $
            1.01Granted
            
            
            36,820,416
            
            
            0.77Canceled
            
            
            (4,370,022
            )
            
            0.96Exercised
            
            
            (2,172,653
            )
            
            0.50Outstanding
                on December 31, 2006
            
            
            39,854,666
            
            $
            0.82





**NOTE
      11 - 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, 2005 and 2006.


F-13




**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, 2006, the Company had delayed its December 2006 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, 2005 and 2006.





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, 2005 and 2006.





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,
      2005
      and 2006.





**North
      Fork Mining Corp.**





The
      Company was in compliance with the terms of the option agreements with Mugwamp
      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, 2006, the Company had delayed its December 2006
      option payments of $5,000 each.





All
      claim
      maintenance fees and taxes for the property were current as of December 31,
      2005
      and 2006.




**Antone
      Canyon Property**





The
      Company was in compliance with the terms of the option agreement with Antone
      Canyon LLC as of December 31, 2005 and 2006.





All
      claim
      maintenance fees for the property were current as of December 31, 2005 and
      2006.





**Corcoran
      Canyon Mining Corp.**





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




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




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.


F-14




At
      December 31, 2006, 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, 2005 and
      2006.





**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,
      2006.




**Painted
      Hills Claims**





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





**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.





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


F-15





On
      November 16 th ,
      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
      12 - CONTRACTUAL OBLIGATIONS/COMMITMENTS**





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





**2007**
            
            **2008**
            
            **2009**
            
            **2010**
            
            **2011**
            
            **Thereafter**Property
                option and purchase payments
            
            $
            973,584
            
            $
            213,500
            
            $
            68,500
            
            $
            73,500
            
            $
            94,500
            
            $
            93,500Lease
                obligations
            
            
            402,142
            
            
            282,112
            
            
            68,987
            
            
            32,094
            
            
            7,848
            
            
            -Loan
                obligations
            
            
            580,301
            
            
            6,024,751
            
            
            -
            
            
            -
            
            
            -
            
            
            -Total
                commitments
            
            $
            1,956,027
            
            $
            6,520,363
            
            $
            137,487
            
            $
            105,594
            
            $
            102,348
            
            $
            93,500








**NOTE
      13 - RELATED PARTY TRANSACTIONS**





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





During
      the first quarter of 2005, the Company paid $75,000 in professional fees to
      a
      company controlled by a director of the Company.





During
      the month of June 2005, the Company borrowed $15,000 from Kristi Kuhn, the
      spouse of the Company president. The Company paid the debt off in
      November.





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 12/31/05
      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 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.


F-16





**NOTE
      14 - FOREIGN EXCHANGE ADJUSTMENTS**





At
      December 31, 2004, the company was carrying a debit balance $1,367 in
      Stockholder’s Equity for Foreign Exchange Adjustments. Most of this was related
      to the balance as of December 31, 2004 carried forward. Up until April 2005,
      much of the Company’s accounts payable were paid from the Canadian bank account
      via the Company’s third party accounting firm, which resulted in foreign
      exchange adjustments. Now that the Company is paying all accounts payable from
      their U.S. offices in Reno, NV and the vast majority of their accounts are
      U.S.
      based, management no longer deemed it was necessary to carry forward foreign
      exchange adjustments for the small balance. Accordingly, the equity balance
      was
      credited and a one time expense of $1,367 was charged to miscellaneous
      expense.





There
      were no foreign exchange adjustments in regards to equity for the year ending
      December 31, 2006.





**NOTE
        15 - PROVISION FOR 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,
        2006
        and 2005:
 
 **2006**
              
              **2005**Deferred
                  tax assets:Net
                  operating loss carryover
              
              $
              6,831,522
              
              $
              2,824,086Deferred
                  tax liabilities:Depreciation
              
              
              (238,386
              )
              
              (287,885
              )Valuation
                  allowance
              
              
              (6,593,136
              )
              
              (2,536,201
              )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, 2006 and 2005
        due to
        the following:
 
 **2006**
              
              **2005**Book
                  loss
              
              $
              (6,059,459
              )
              $
              (2,107,146
              )Stock
                  compensation
              
              
              605,351
              
              
              -Exploration
                  capitalization
              
              
              716,162
              
              
              465,705M
                  & E
              
              
              48,238
              
              
              13,000Reclamation
                  obligation
              
              
              -
              
              
              32,860Beneficial
                  conversion
              
              
              716,162
              
              
              -Other
              
              
              -
              
              
              (9,532
              )Accretion
              
              
              2,363
              
              
              -Penalties
              
              
              14,050
              
              
              -Valuation
                  allowance
              
              
              3,957,133
              
              
              1,605,113$
              -
              
              $
              -
 
 At
        December 31, 2006, the Company had net operating loss carryovers of
        approximately $17 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,
        2006 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.






F-17




**NOTE
      16 - GOING CONCERN**





As
      shown
      in the accompanying financial statements, the Company has incurred significant
      operating losses since inception, and as of December 31, 2006, the Company
      has
      limited financial resources to support it until such time that it is able to
      generate positive cash flow from commercial operations.





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





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




Subsequent
      to December 31, 2006, the company raised an additional $950,000 through the
      issuance of common stock from warrant exercising, $1.4 million through the
      issuance of convertible debt, $750,000 from short term loans, and $1.7 million
      through the issuance of common stock. The Company is currently negotiating
      the
      raising of additional funds by means of these activities which is estimated
      to
      be sufficient to complete required capital improvements at French Gulch and
      provide working capital to support operations and administrative activity in
      the
      short term. If the Company does not secure this financing it will need to pursue
      other options in order to continue its operating plan.




**NOTE
      17 - SUBSEQUENT EVENTS**





Subsequent
      to December 31, 2006, the Company raised $948,994, in cash by issuing
      common shares for warrant conversions.





Subsequent
      to December 31, 2006, the Company raised $1,710,250 in cash by issuing
      common shares in a private offering.





Subsequent
      to December 31, 2006, the Company raised $1,400,000 in cash by issuing
      convertible debt.




Subsequent
      to December 31, 2006, the Company raised
      $750,000 in cash from short term loans.





Subsequent
      to December 31, 2006, the Company issued 152,865 shares for the conversion
      of interest payable on convertible debt for the fourth quarter.





Subsequent
      to December 31, 2006, the Company entered into a non-interest bearing loan
      agreement with a company controlled by the Company’s president, Peter Kuhn. The
      principal amount of $200,000 was repaid in the same period.




F-18