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, 2005





[ 
              ]
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
                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




1325
      Airmotive Way, Suite 325


Reno,
      NV 89502


(Former
      Name or Former Address, if changed since last Report)





Securities
      Registered under Section 12(b) of the Exchange Act: None


Name
      of
      Each Exchange on Which Registered: None


Securities
      Registered under Section 12(g) of the Exchange Act: None




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





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




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








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





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




State
      the
      Registrant's revenues for its most recent fiscal year: December 31, 2005 -
      $nil.





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 31, 2006 - $22,294,589. There are approximately
      39,651,231 shares of common voting stock of the Registrant beneficially owned
      by
      non-affiliates. This valuation is based upon the bid price of our common as
      quoted on the OTCBB of the National Association of Securities Dealers, Inc.
      on
      that date ($0.56).





Issuers
      Involved in Bankruptcy Proceedings


During
      the past Five Years





Not
      Applicable.




Applicable
      Only to Corporate Issuers





Not
      Applicable.




Documents
      Incorporated by Reference




See
      Part
      III, Item I.




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







**Part
      I**





**Item
      1.**  **Description of Business**





**(a)
      Business Development**





Bullion
      River Gold 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 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 (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.”
Bullion River Gold has an authorized capital of 200,000,000 common shares with
      a
      par value of $0.001. As of January 31, 2006, there were 48,840,375 common shares
      issued and outstanding.





Bullion
      River Gold intends to carry out exploration activities primarily in regions
      containing gold or silver deposits, such as the Great Basin in the western
      United States and the Motherlode belt in California. Bullion River Gold is
      seeking projects that contain or have the potential to contain high grades
      and
      large tonnage of gold or silver as well as projects that contain the potential
      for mineralization concealed under post-mineral cover. There
      is
      no assurance that Bullion River Gold will locate any high grade and large
      tonnage or locate projects that contain the potential for mineralization
      concealed under post-mineral cover.





Neither
      Bullion River Gold 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 Bullion River Gold’s
      business.





**b)
      Business of Bullion River Gold**





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





There
      is
      no assurance that a commercially viable ore body, a reserve, exists in any
      of
      the mineral claims until sufficient exploration work is done and an evaluation
      of that work concludes economic and legal feasibility. Bullion River’s current
      plans are strictly limited to research and exploration.




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







1


**Competition**





Bullion
      River Gold competes with other mining and exploration companies possessing
      greater financial resources and technical facilities than Bullion River Gold
      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
      Bullion River Gold is a very small participant in the gold and silver mining
      market. Many of Bullion River Gold’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 Bullion River Gold and may
      have established more strategic partnerships and relationships than Bullion
      River Gold.





There
      is
      significant competition for the limited number of gold acquisition opportunities
      and, as a result, Bullion River Gold may be unable to continue to acquire an
      interest in attractive gold and silver mineral exploration properties on terms
      it considers acceptable.





While
      Bullion River Gold competes with other exploration companies, there is no
      competition for the exploration or removal of mineralized material from Bullion
      River Gold’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 Bullion River Gold’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
      Bullion River Gold finds gold or silver that is deemed of economic grade and
      in
      sufficient quantities to justify removal, Bullion River Gold would seek
      additional capital through equity or debt financing to build a mine and plant.
      Bullion River Gold would then mine the gold or silver. After mining, Bullion
      River Gold 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 wholesales, including the
      major
      world wholesalers set forth above.





The
      current demand for gold and silver exceeds the supply of gold and silver. As
      such, management believes it will not have any difficulty selling the gold
      or
      silver Bullion River may recover.





**Mining
      Equipment and Contractor Availability**





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 Bullion River Gold's exploration
      schedule.  Bullion
      River will attempt to locate products, equipment and materials after sufficient
      funds have been raised. If Bullion River cannot find the products and equipment
      it needs for the various mineral exploration programs, Bullion River will have
      to suspend its mineral exploration programs until Bullion River can find the
      products and 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 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.





Bullion
      River Gold’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 Bullion River mineral
      interests are situated.





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





Bullion
      River Gold is required to obtain work permits from the Bureau of Land Management
      and the U.S. Forest Service for any exploration work that result in a physical
      disturbance to the land. Bullion River Gold 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. Bullion River Gold
      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, Bullion River Gold will
      be
      required to post small bonds and file statements of work with the Bureau of
      Land
      Management and with the U.S. Forest Service. Bullion River Gold will be required
      by the Bureau of Land Management and with 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
      Bullion River Gold’s responsibility 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.





Bullion
      River Gold 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. Management anticipates no discharge of water into active
      stream, creek, river, lake or any other body of water regulated by environmental
      law or regulation. No endangered species will be disturbed. Re-contouring and
      re-vegetation of disturbed surface areas will be completed pursuant to law.
      Any
      portals, adit 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 Bullion River Gold’s
      proposed activities cannot be determined until it commences operations and
      knows
      what that will involve from an environmental standpoint.





Bullion
      River Gold and its Subsidiaries are in compliance with the foregoing legislation
      and will continue to comply with that legislation in the future. Management
      believes that compliance with the foregoing legislation will not adversely
      affect Bullion River Gold’s business operations in the future or its competitive
      position.





3


**Effect
      of Existing or Probable Governmental Regulations on Bullion River Gold’s
      Business**





Bullion
      River Gold’s business is subject to various levels of governmental controls and
      regulations, which are supplemented and revised from time to time. Bullion
      River
      Gold 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
      Bullion River Gold or one of its Subsidiaries.





**Dependence
      on One or a Few Major Customers**





Bullion
      River Gold does not have any major customers that it depends on. Bullion River
      Gold is still in the exploration phase and has not as of yet negotiated a
      contract with a major client. 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, Bullion River Gold is not dependent upon the sale of
      gold
      or silver to any one customer. The gold and silver will be delivered to meet
      commitments under gold or silver sale contracts or sold to various dealers
      or
      smelters on a competitive basis at spot prices. Management believes that,
      because of the availability of alternative refiners, no material adverse effect
      would result if Bullion River Gold lost the services of any of its current
      refiners.




**Patents/Trade
      Marks/Licences/Franchises/Concessions/Royalty Agreements or Labor
      Contracts**





Neither
      Bullion River Gold 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.





Bullion
      River Gold’s web sites are copyrighted upon loading. www.bullionriver.com and www.bullionrivergold.com are
      registered domain names of Bullion River Gold. Bullion River Gold 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, 2005, Bullion River Gold had seven full time employees in the
      corporate offices and 17 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 purchase our common stock. Our business, financial condition or results
      of
      operations could be materially adversely affected by these risks if any of
      them
      actually occur. 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 Bullion River’s business and properties:**





**1.**
            **Bullion
                River lacks an operating history and has losses that it expects will
                continue into the future. If the losses continue, Bullion River will
                have
                to suspend operations or cease operations.**




Bullion
      River has no operating history upon which an evaluation of its future success
      or
      failure can be made. Bullion River 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. Bullion
      River’s net loss since inception through December 31, 2005 is $8,530,779. For
      the 12 month period ended December 31, 2005, total net loss was increased by
      $5,420,051. See “Management Discussion and Analysis” below under Part I, Item 5,
      for more details.




4


Bullion
      River’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, Bullion River 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. Bullion
      River cannot guarantee that it will be successful in generating revenues in
      the
      future. Failure to generate revenues may cause Bullion River to suspend or
      cease
      operations.




**2.**
            **Bullion
                River’s auditors have issued a going concern opinion and if its officers
                and directors will not loan any money to Bullion River, it may not
                be able
                to achieve its objectives and may have to suspend or cease operations.**





Bullion
      River’s auditors have issued a going concern opinion. This means that the
      auditor believes there is uncertainty that Bullion River can continue as an
      ongoing business for the next 12 months. If Bullion River’s officers and
      directors are unwilling to loan or advance any additional capital, or the
      company is unable to obtain additional debt or equity funding, Bullion River
      may
      have to suspend or cease operations.





**3.**
            **Bullion
                River has no known ore reserves and cannot guarantee that it will
                find any
                ore reserves, or if Bullion River finds any ore reserves, that production
                would be profitable. If no ore reserves are found, Bullion River
                may have
                to cease operations.**




All
      of
      Bullion River’s mineral claims are in the exploration stage and none of the
      mineral claims has any known ore reserves or generate any cash flow. Bullion
      River has not identified any mineable gold or silver reserves on any of the
      mineral claims and Bullion River cannot guarantee that it will ever find any
      ore
      reserves. Accordingly, Bullion River has no means of producing any income.
      Even
      if Bullion River finds that there is gold or silver on any of its mineral
      claims, Bullion River cannot guarantee that it will be able to recover any
      gold
      or silver from an ore reserve or generate any cash flow from that ore reserve.
      Even if Bullion River recovers gold or silver, it cannot guarantee that it
      will
      make a profit. If Bullion River cannot find gold or silver, or it is not
      economical to recover the gold or silver, Bullion River will have to cease
      operations.





**4.**
            **Bullion
                River 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.**




Bullion
      River’s mineral exploration programs are limited and restricted by the amount of
      working capital that Bullion River has and is able to raise from financings.
      Bullion River 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. Bullion River’s current operating funds are less than necessary
      to complete proposed mineral exploration programs of each of the Subsidiaries,
      and therefore Bullion River will need to obtain additional financing in order
      to
      complete each of the proposed mineral exploration programs. As of December
      31,
      2005, Bullion River had cash in the amount of $124,788. At January 31, 2006,
      Bullion River had approximately $2.3 million in cash with approximately $85,000
      in accounts payable. Bullion River currently has no income producing operations.
      Bullion River’s exploration programs call for significant expenses in connection
      with the exploration of the respective mineral claims. Bullion River is planning
      on using $2.2 million in cash through May, 2006, to proceed with the bulk sample
      and test mining at French Gulch, decline rehabilitation efforts at North Fork,
      maintenance of the Nevada properties and ongoing administrative expenses.





5


Bullion
      River will also require additional financing if the costs of the proposed
      exploration programs are greater than anticipated. Bullion River will require
      additional financing to sustain its business operations if Bullion River is
      not
      successful in earning revenues after test mining in May, 2006, once exploration
      is complete. Bullion River can provide no assurance to investors that Bullion
      River will be able to find additional financing if required. Obtaining
      additional financing would be subject to a number of factors, including the
      market prices for gold and silver, investor acceptance of Bullion River’s
      mineral claims and investor sentiment. These factors may make the timing,
      amount, terms or conditions of additional financing unavailable to Bullion
      River. The most likely source of future funds presently available to Bullion
      River is through the sale of equity capital. Any sale of share capital will
      result in dilution to existing shareholders. The only other anticipated
      alternatives for the financing of further exploration would be the offering
      by
      Bullion River of an interest in the mineral claims to be earned by another
      party
      or parties carrying out further exploration thereof, which is not presently
      contemplated, or private loans, debt securities or bonds.





**5.**
            **If
                Bullion River and its Subsidiaries do not complete the required
                exploration expenditures and make the required option payments mandated
                in
                the various option agreements, Bullion River will lose its interest
                in the
                mineral claims and Bullion River’s business may
                fail.**




Bullion
      River and it 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. Bullion River’s existing cash reserves are
      insufficient to enable it to incur the minimum amount of exploration
      expenditures required. Bullion River will require substantial working capital
      to
      fund the continued exploration of the mineral claims and to exercise the various
      options. If Bullion River does not incur the exploration expenditures required
      by the option agreements, Bullion River will forfeit its interest in those
      respective mineral claims. Bullion River 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. If Bullion
      River loses its interest in the optioned mineral claims, then there is a
      substantial risk that its business will fail.





**6.**
            **Rain
                and snow may make access to certain mineral claims impossible during
                the
                year. This will delay Bullion River’s proposed mineral exploration
                programs, which could prevent Bullion River from generating
                revenues.**




Bullion
      River’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, Bullion
      River is unable to continue with its mineral exploration programs on these
      mineral claims and, as a consequence, unable to generate revenues.





**7.**
            **Bullion
                River may not have access to all of the supplies and materials that
                it
                needs for exploration, which could cause Bullion River 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 Bullion River Gold's exploration
      schedule.  Bullion
      River will attempt to locate products, equipment and materials after sufficient
      funds have been raised. If Bullion River cannot find the products and equipment
      it needs for the various mineral exploration programs, Bullion River will have
      to suspend its mineral exploration programs until Bullion River can find the
      products and equipment it needs.





6


**Risks
      associated with Bullion River’s industry.**





**8.**
            **Because
                of the speculative nature of exploration of mineral properties, there
                is a
                substantial risk that Bullion River’s business will
                fail.**




The
      search for valuable minerals as a business is an extremely high risk enterprise.
      Bullion River cannot provide investors with any assurance that the 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 Bullion River in the
      exploration of the optioned mineral claims 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, Bullion River would
      be unable to complete its business plan.





**9.**
            **The
                gold and silver markets are volatile markets that can have a direct
                impact
                on Bullion River’s revenues and profits, and the market conditions will
                effect whether Bullion River will be able to continue its
                operations.**




As
      of
      March 31, 2006, the price of an ounce of gold was approximately $580
      and the current price of an ounce of silver is approximately $11.49. In order
      to
      maintain operations, Bullion River will have to sell its gold and silver for
      more than it costs to mine it. The lower the price the more difficult it is
      to
      do this. While the current prices are favorable, if Bullion River cannot make
      a
      profit, it will have to cease operations until the price of gold increases
      or
      cease operations all together. Because the cost to mine the gold is fixed,
      the
      lower the market price of gold, the greater the chance that Bullion River’s
      operations will not be profitable and that Bullion River 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 basis and on a 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 Bullion River’s ability to operate profitably.





**10.**
            **Because
                of the inherent dangers involved in mineral exploration, there is
                a risk
                that Bullion River may incur liability or damages as Bullion River
                conducts its business.**




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





**11.**
            **Bullion
                River faces significant competition in the mineral exploration
                industry.**




Bullion
      River competes with other mining and exploration companies possessing greater
      financial resources and technical facilities than Bullion River 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, Bullion River
      may
      be unable to acquire an interest in attractive gold and silver mineral
      exploration properties on terms it considers acceptable on a continuing
      basis.





7


**12.**
            **Governmental
                regulation or any change in such regulation may adversely affect
                Bullion
                River’s business.**




There
      are
      several governmental regulations that materially restrict the use of minerals.
      Under the applicable legislation and regulations, to engage in certain types
      of
      exploration will require work permits, the posting of bonds and the performance
      of remediation work for any physical disturbance to the mineral claims. Also,
      to
      operate a working mine, the regulatory bodies that govern may require an
      environmental review process.





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 Bullion River's costs of doing business and prevent Bullion River
      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
      Bullion River'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 Bullion
      River’s cost of doing business with the result that its financial condition and
      operating results may be harmed





**13.**
            **Bullion
                River’s business and operating results will be harmed if it is unable to
                manage growth in its
                business.**




Bullion
      River’s business may experience periods of rapid growth that will place
      significant demands on Bullion River’s managerial, operational and financial
      resources. In order to manage this possible growth, Bullion River must continue
      to improve and expand its management, operational and financial systems and
      controls, including quality control and delivery capabilities. Bullion River
      will also need to continue to expand, train and manage its employee base.
      Bullion River must carefully manage mineral exploration capabilities and
      production and inventory levels to meet product demand. Bullion River 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 Bullion River’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
      Bullion River ineffectively manages its growth or is unsuccessful in recruiting
      and retaining personnel, its business and operating results will be
      harmed.





**Risks
      associated with Bullion River and its Subsidiaries.**





**14.**
            **Bullion
                River’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
      Bullion River’s common shares has fluctuated in the past and is likely to
      fluctuate in the future as well, especially if Bullion River’s common shares
      continue to be thinly traded. Factors that may have a significant impact on
      the
      market price of Bullion River’s common shares include:




a.
            actual
                or anticipated variations in Bullion River’s results of
                operations;


b.
            Bullion
                River’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 Bullion River’s financial disclosures or
                practices; or


h.
            the
                volatility of the gold and silver
                markets.





Bullion
      River’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 Bullion River’s common stock.








8


**15.**
            **A
                small number of Bullion River’s stockholders own a substantial amount of
                Bullion River’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
                Bullion River’s common shares could drop
                significantly.**




Because
      a
      small number of Bullion River’s stockholders own a substantial amount of Bullion
      River’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 Bullion River’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 Bullion River’s
      common shares, especially if the common shares continue to be thinly
      traded.





**16.**
            **Bullion
                River may not be able to attract and retain qualified personnel necessary
                for the implementation of its business strategy and mineral exploration
                programs.**




Bullion
      River’s future success depends largely upon the continued service of its board
      members, executive officers and other key personnel. Bullion River’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.


Bullion
      River may have particular difficulty attracting and retaining key personnel
      in
      initial phases of its mineral exploration programs. Bullion River 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 Bullion River’s ability to complete
      its mineral exploration programs.





**17.**
            **Bullion
                River’s officers and directors may have conflicts of interest in that they
                are officers and directors of other mining companies that will prevent
                them from devoting full-time to our operations, which may affect
                Bullion
                River’s operations.**




Peter
      M.
      Kuhn may have a conflict of interest in that he is an officer and director
      of
      other mining companies; however, at this time they are inactive with no
      operations. Mr. Kuhn’s other activities will prevent him from devoting full time
      to Bullion River’s operations. This will slow Bullion River’s operations and may
      reduce its financial results because of the slow down in
      operations.





**18.**
            **Bullion
                River does not expect to pay dividends in the foreseeable
                future.**




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





**19.**
            **“Penny
                Stock” rules may make buying or selling Bullion River's common shares
                difficult, and severely limit their market and
                liquidity.**




Trading
      in Bullion River’s common shares is subject to certain regulations adopted by
      the Securities and Exchange Commission (the “SEC”) commonly known as the “penny
      stock” rules. Bullion River’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 Bullion River’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 Bullion River’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.





9


**Item
      2. Description of Property**





Bullion
      River Gold operates from its principal executive office at 3500 Lakeside Court,
      Suite 200, Reno Nevada. Bullion River Gold’s telephone number is 775-324-4881.
      In February 2006, Bullion River Gold leased this premise 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.  Also, Bullion River Gold is renting an office for the operations
      of North Fork Mining Corp. and is paying $995 per month from April 30, 2005,
      to
      April 30, 2006. Bullion River Gold has also leased a storage facility on a
      month
      to month basis in Sparks, Nevada, for the diamond drill cores from its
      properties. The monthly rent is $55 per month. During the fiscal year ending
      December 31, 2005, Bullion River Gold paid $52,130 for rent. For information
      about additional property or assets under contract, see the heading “Contractual
      Obligations” in Part I, Item 6.





**1)**
            **French
                Gulch (Nevada) Mining Corp.**





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





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





On
      October 6, 2004, the Company entered into a formal exploration agreement, with
      an option to purchase the Washington Niagara property from the WN Partnership.
      Under the terms of this agreement, the Company (1) has been granted the
      exclusive right to explore the Washington Niagara Property until September
      30,
      2005; (2) paid $15,000 in outstanding county taxes; (3) is required to pay
      option payments of $50,000 on each of June 1 and August 1, 2005; (4) pay all
      State and Federal claim and maintenance fees and to carry liability insurance
      of
      $1 million; and (5) can exercise its option to purchase the property any time
      up
      to October 1, 2005. If French Gulch exercises its option to purchase, it is
      required to make bi-monthly option payments of $50,000 until production
      commences. Once production commences, French Gulch will be required to make
      bi-monthly payments of $175,000. Ownership of the Property will transfer to
      French Gulch once the aggregate amount of option payments made total $1,500,000.
      See Exhibit 10.7 for more information as referenced in Part III, Item
      13.





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





The
      Company has staked
      an
      additional 66 (sixty-six) unpatented claims
      in the French Gulch district to
      properly secure and encompass areas of known gold mineralization. We
      have named
      these newly staked claims, along with the Washington - Niagara
      Property, the “ French
      Gulch" properties. The 66 claims staked by French Gulch are 100% owned by French
      Gulch and are not subject to the agreement with the WN Partnership.





10


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. At that time, the first bi-monthly payment of $50,000
      was made, less credits of $36,438, for a total of $13,562.





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 that
      property. The property is located in Shasta County, California, adjacent to
      the
      French Gulch properties, and consists of one patented lode mining claim
      ("Colorado Quartz Mine”). The option agreement is for an initial term of 10
      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.





At
      December 31, 2005, the Company had made all payments and complied with all
      of
      the terms of these option agreements.





For
      more
      information and details on the French Gulch Property, see “Management’s
      Discussion and Analysis or Plan of Operation” in Part I, Item 6.





**2)**
                **North
                    Fork Mining Corp.**





On
      February 23, 2004, Bullion River Gold's wholly-owned subsidiary, North Fork
      Mining Corp. ("North Fork"), was assigned three options to acquire a 100%
      undivided right, title and interest in an aggregate 42 unpatented mineral claims
      located in Sierra County in the State of California. The options were assigned
      from Golden Spike Mining, a Nevada corporation controlled by the president
      of
      Bullion River Gold, 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.





11


At
      December 31, 2005, the Company was in compliance with all of the terms of the
      option agreements.





For
      more
      information and details on the North Fork Property see “Management’s
      Discussion and Analysis or Plan of Operations” in Part I, Item 6.





**3)**
                **Antone
                    Canyon
                    Property**





On
      January 9, 2004, Bullion River Gold'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 Bullion River Gold, for an assignment fee of
      $146,142.





See
      Exhibit 10.1 for more information as referenced in Part III, Item
      13.





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





At
      December 31, 2005 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 I, Item 6





**4)**
            **Corcoran
                Canyon Mining Corp.**





On
      February 18, 2004, Bullion River Gold'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 Bullion River Gold, 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, recently staked, unpatented mineral claims to
      Corcoran.





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





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





12


At
      December 31, 2005, the Company was not in compliance with all of the terms
      of
      the option agreement because it had not made all of the required minimum
      exploration expenditures for the year ending February 28, 2005. A verbal
      agreement has been made with the owner to continue exploration in 2006, which
      will bring the overall agreement into compliance.





For
      more
      information and details on the Corcoran Canyon Property, see “Management’s
      Discussion and Analysis or Plan of Operations” in Part I, Item 6.





**5)**
            **Cimarron
                Mining Corp.**





On
      February 19, 2004, Bullion River Gold's wholly-owned subsidiary, Cimarron Mining
      Corp. ("Cimarron"), was assigned an option to acquire a 100% undivided interest
      in 24 unpatented mineral claims located in Nye County in the State of Nevada.
      The option was assigned from Golden Spike Mining, a Nevada corporation
      controlled by the President of Bullion River Gold, for an assignment fee of
      $13,468. See Exhibit 10.3 for more information as referenced in Part III, Item
      13.





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





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





At
      December 31, 2005, the Company was not in compliance with all of the terms
      of
      the option agreement because it had not made the required minimum exploration
      expenditures for the year ending February 19, 2005. A verbal agreement has
      been
      made with the owner to continue exploration in 2006, which will bring the
      overall agreement into compliance.





For
      more
      information and details on the Cimarron Property see “Management’s
      Discussion and Analysis or Plan of Operations” in Part I, Item 6.





**6)**
            **Wenban
                Spring Mining Corp.**





On
      February 20, 2004, Bullion River Gold’s wholly-owned subsidiary, Thomas Creek
      Mining Corp. ("Thomas Creek"), was assigned an option to acquire a 100%
      undivided right, title and interest in 76 unpatented mineral claims located
      in
      Eureka County in the State of Nevada. The option was assigned from a company
      controlled by the President of Bullion River Gold for an assignment fee of
      $53,740. See Exhibit 10.4 for more information as referenced in Part III, Item
      13.




During
      the year ended December 31, 2004, the Company terminated their option on the
      Thomas Creek property and acquired a 100% interest in the Wenban property by
      staking 238 claims covering approximately 7.25 square miles in the Cortez
      Hills region of Nevada. On September 28, 2004, the Company changed its name
      from
      Thomas Creek Mining Corp. to Wenban Spring Mining Corp.





As
      of
      December 31, 2005, the Company had paid claim maintenance fees to the BLM on
      20
      claims. The Company re-staked the remaining 218 claims on December 8, 2005
      and
      we paid the filing fees to the BLM on February 16, 2006.





For
      more
      information and details on the Wenban Spring Property see “Management’s
      Discussion and Analysis or Plan of Operations” in Part I, Item 6.





13


**7)**
            **Painted
                Hills Claims**





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





As
      of
      December 31, 2005, the Company had paid claim maintenance fees to the BLM on
      10
      claims. We expect to pay the fees on the remaining 31 claims as soon as
      possible.





For
      more
      information and details on the Painted Hills Property see “Management’s
      Discussion and Analysis or Plan of Operations” in Part I, Item
      6.





**Bullion
                River Gold Corp.****Schedule
                of Mining Claims by Subsidiary****For
                year ending December 31, 2005*****Nevada***
            **#
                of Claims**Antone
                Canyon
            
            60Cimarron
                Mining
            
            24Corcoran
                Canyon
            
            130Painted
                Hills
            
            10Wenban
                Spring
            
            238462***California***
            
            **#
                of Claims**French
                Gulch
            
            121North
                Fork
            
            42163Total
                Claims
            
            625








**Item
      3. Legal Proceedings**





Bullion
      River Gold is not a party to any pending legal proceedings and, to the best
      of
      Bullion River Gold’s knowledge, none of Bullion River Gold’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
      Bullion River Gold.




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





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








14


**Part
      II**





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





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





Bullion
      River Gold’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 Bullion River Gold’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****Period
                ended**
            **High**
            **Low**
            **Source**31-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
      January 31, 2006, there are approximately 147 holders of record of Bullion
      River
      Gold’s common shares.





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





Bullion
      River Gold 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 our 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:





On
      March
      18, 2004, Bullion River Gold 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.





15


Also,
      on
      March 18, 2004, Bullion River Gold 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 Bullion
      River
      Gold. 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.





Bullion
      River Gold 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.





Bullion
      River Gold 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.





In
      March
      2004, Bullion River Gold received subscription agreements for an aggregate
      $850,000 in subscription funds for a total of 850,000 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 Bullion River
      Gold were $850,000 and received in April 2004.





On
      April
      30, 2004, Bullion River Gold raised $125,000 in cash from the $1.00 unit
      offering, Reg S, and issued an aggregate 125,000 restricted units to one
      subscriber.





On
      July
      20, 2004, Bullion River Gold raised $50,000 in cash from the $1.00 unit
      offering, Reg S, and issued an aggregate 50,000 restricted units to one
      subscriber.





On
      September 29, 2004, Bullion River Gold 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, Bullion River Gold 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, Bullion River Gold 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 Bullion River Gold
      and had no relationship to its assets, book value, revenues or other established
      criteria of value. All the restricted units issued in this offering were issued
      for investment purposes in a private transaction.





16


On
      September 29, 2004, Bullion River Gold raised $750,000 in cash from the $0.75
      unit offering, Reg S, and issued an aggregate 1,000,001 restricted units to
      three subscribers.





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 16, 2004, Bullion River Gold raised $224,250 in cash from the $0.75
      unit offering, Reg S, and issued an aggregate 299,000 restricted units to eleven
      subscribers.





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, Bullion River Gold raised $137,500 in cash from the $0.75
      unit offering, Reg D, and issued an aggregate 183,333 restricted units to two
      subscribers.





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





On
      December 22, 2004, Bullion River Gold raised $18,750 in cash from the $0.75
      unit
      offering, Reg S, and accepted a subscription from one subscriber for 25,000
      restricted units. The shares were subsequently issued on January 5, 2005.





On
      December 29, 2004, Bullion River Gold raised $376,000 in cash from the $0.75
      unit offering, Rule 144, and issued an aggregate 501,333 restricted units to
      2
      subscribers.





On
      February 2, 2005, Bullion River Gold raised $67,500 in cash from the $0.75
      unit
      offering, Reg S, and issued an aggregate 90,000 restricted units to 2
      subscribers.





On
      February 2, 2005, Bullion River Gold raised $150,000 in cash from the $0.75
      unit
      offering, Reg D, and issued an aggregate 200,000 restricted units to one
      subscriber.





On
      February 16, 2005, Bullion River Gold raised $37,500 in cash from the $0.75
      unit
      offering, Reg S, and issued an aggregate 50,000 restricted units to one
      subscriber.





On
      March
      22, 2005, Bullion River Gold raised $360,750 in cash from the $0.75 unit
      offering, Reg S, and issued an aggregate 481,000 restricted units to seven
      subscribers.





On
      April
      29, 2005, Bullion River Gold raised $147,500 in cash from the $0.75 unit
      offering, Reg S, and issued an aggregate 196,667 restricted units to six
      subscribers.





On
      April
      29, 2005, Bullion River Gold raised $1,200,001 in cash from the $0.75 unit
      offering, Reg D, and issued an aggregate 1,600,006 restricted units to 17
      subscribers.





On
      May 2,
      2005, Bullion River Gold raised $465,475 in cash from the $0.75 unit offering,
      Reg S, and issued an aggregate 620,634 restricted units to 10
      subscribers.





On
      May 2,
      2005, Bullion River Gold raised $612,450 in cash from the $0.75 unit offering,
      Reg D, and issued an aggregate 816,602 restricted units to seven
      subscribers.





On
      May 5,
      2005, Bullion River Gold raised $350,000 in cash from the $0.75 unit offering,
      Reg D, and issued an aggregate 466,668 restricted units to two subscribers.





17


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





On
      October 18, 2005, Bullion River Gold raised $145,000 in cash from the $0.50
      unit
      offering, Reg S, and issued an aggregate 290,000 restricted units to six
      subscribers.





On
      October 18, 2005, Bullion River Gold raised $750,000 in cash from the $0.50
      unit
      offering, Reg D, and issued an aggregate 1,500,000 restricted units to six
      subscribers.





On
      October 20, 2005, Bullion River Gold raised $232,000 in cash from the $0.50
      unit
      offering, Reg S, and issued an aggregate 464,000 restricted units to 10
      subscribers.





On
      November 29, 2005, Bullion River Gold raised $447,000 in cash from the $0.50
      unit offering, Reg S, and issued an aggregate 894,000 restricted units to seven
      subscribers.





On
      November 29, 2005, Bullion River Gold raised $175,000 in cash from the $0.50
      unit offering, Reg D, and issued an aggregate 350,000 restricted units to two
      subscribers.





On
      December 16, 2005, Bullion River Gold raised $1,120,000 in cash from the $0.50
      unit offering, Reg S, and issued and aggregate 2,240,000 restricted units to
      six
      subscribers.





On
      December 16, 2005, Bullion River Gold raised $270,000 in cash from the $0.50
      unit offering, Reg D, and issued and aggregate 540,000 restricted units to
      five
      subscribers.





On
      December 16, 2005, 400,000 common shares were subscribed and $200,000 received
      from the $0.50 unit offering, Reg D.





On
      December 29, 2005, 50,000 common shares were subscribed and $25,000 received
      from the $0.50 unit offering, Reg D.





On
      December 31, 2005, 250,000 common shares were subscribed at $0.50 per share
      for
      services rendered in the amount of $125,000, Reg D.





We
      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 Bullion River Gold at this time with the
      exception of the warrants discussed above.





Bullion
      River raised $3.2 million from the sale and issuance of common shares from
      October 14, 2005, through December 31, 2005. It used the proceeds for debt
      reduction, working capital and the implementation of its Plan of Operations
      discussed in Part I, Item 6.




18


**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 BULLION
      RIVER GOLD CORP. FOR THE
      FISCAL YEARS ENDED DECEMBER 31, 2005, AND 2004. THE FOLLOWING SHOULD BE READ
      IN
      CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES
      APPEARING ELSEWHERE HEREIN.





This
      section of the our 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.





**Overview**





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





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





Bullion
      River Gold Corp. is considered an exploration stage company.





**Results
      of Operations**





Revenue





There
      are
      no revenues at this time because Bullion River Gold is an exploration company.
      Management anticipates that significant revenues will not be achieved until
      we
      locate viable mineral properties from which we are able to extract gold or
      silver. There
      is
      no guarantee that Bullion River will locate viable gold or silver reserves,
      and
      if such minerals are discovered, that Bullion River will enter into commercial
      production, or that if Bullion River does locate viable mineralization that
      Bullion River will be able to secure the financing necessary to proceed with
      extraction of these minerals.





Expenses


**Expenses
        for the year ending December 31, 2005 vs. December 31,
        2004**
  Bullion
        River Gold expenses totaled $5,420,051 for the year ending December 31, 2005,
        an
        increase of $2,454,866 or 83% compared to the year ended December 31, 2004.
        Exploration expense totaled $3,303,527, which is net of a credit in the amount
        of $181,852 related to the following:
  ·
            A
                reclassification of North Fork electrical infrastructure costs to
                fixed
                assets, which were expensed in 2004, in the amount of $148,210. ·
            A
                reclassification of worker’s compensation insurance costs for North Fork
                to long term deposit, which was expensed in 2004, in the amount of
                $33,642.  Normalizing
        for this credit, Exploration expense for 2005 would be $3,485,379 compared
        to
        $1,874,409 for the year ended December 31, 2004. This is an increase of
        $1,610,970 or 86% year over year.
 
 19
 Other
        increases were primarily employee wages, taxes and other employee related
        expenses of $614,055, professional fees of $130,444, travel related of
        $69,916, investor communications of $99,485, insurance of $27,370, office
        rent
        $32,525, utilities (primarily phone) of $41,631, bank charges of $5,544,
        accretion expense related to the reclamation obligation at North Fork of
        $2,041  and
        depreciation on fixed assets of $76,576. These increases reflected converting
        some of last year’s consulting to employee costs, additional legal fees
        associated with the SB2 filing with the SEC of May-August 2005, preparing
        for
        the private offering in October 2005, preparing for the SB2 filing with the
        SEC
        of January 06 and required corporate support functions. These expenses were
        partially offset by lower consulting fees of $81,838 and lower licensing
        and
        fees of $19,619. Also, there was a favorable variance to miscellaneous operating
        expense of $27,852 primarily associated with the reconciliation of accounts
        payable as a result of the changeover in accounting services at April 1,
        2005.
 
 Other
        Expense includes non-operating revenue from the sale of burnt timber from
        last
        year’s forest fire at French Gulch, which was sold to a lumber company for
        $58,934, interest associated with short term debt and payables in the amount
        $57,913, and interest and penalties to impacted shareholders related to the
        delayed SEC SB2 filing on August 23, 2005, in the amount of
        $56,951.
  **Liquidity
        and Financial Condition**
  **Cash
        and Working Capital**
  For
        the
        year ending December 31, 2005:
 
 Bullion
        River Gold had a cash balance of $124,788 on December 31, 2005. During the
        year,
        we had net cash outflow of $148,543.
  ·
            We
                used $6,181,564 for operating activities. This operating cash outflow
                is
                represented by an operating loss of $5,420,051; an increase in prepaids
                and other current assets of $305,129; an increase of supply inventory
                of
                $66,404; an increase in deposits of $440,176; and a decrease of accounts
                payable of $207,925. This is partially offset by an increase in
                depreciation of $89,626; an increase in non-cash accretion expense
                $2,041; an increase in other current liabilities of $71,950; and an
                increase in non-cash reclamation obligation of $84,260. (The increase
                in
                current liabilities does not include an increase of $98,808 for the
                additional obligation associated with the warrants to be issued after
                December 31, 2005 as part of finder fee agreements. These warrants
                are
                required to be valued using the “Black-Scholes” or similar technique. The
                adjustment increases current liabilities and decreases additional
                paid in
                capital by $98,808. At the time of the warrant issuance, a corresponding
                adjustment will be made that will reduce current liabilities and
                increase
                additional paid in capital each by $98,808. Effectively, there is
                no
                impact to cash.) ·
            We
                used $285,714 in investment activities, which was used for the purchase
                of
                fixed assets. ·
            We
                had cash inflow from financing activities totaling $6,317,549 from
                an
                increase of loans from related parties of $13,453; sales of common
                shares
                resulted in $6,530,176; and proceeds from shares subscribed $387,500.
                This
                was partially offset by a decrease in loans payable of $100,000 and
                offering costs of $513,580. ·
            There
                was an increase of $1,186 related to exchange
                rate. 
 Bullion
        River Gold had an increase in working capital of $388,793 due to an increase
        in
        current assets of $222,990 and a decrease of $165,803 in current liabilities.
        We
        have an accumulated deficit of $8,530,799 since inception and have shareholder’s
        equity of $721,524. We have no contingencies or long-term agreements except
        for
        our commitments under the option agreements, premises and rentals.
 
 For
        the
        year ending December 31, 2004:
  Bullion
        River Gold had a cash balance of $273,331 on December 31, 2004. During the
        year,
        we had a net increase in cash of $120,405.
  ·
            We
                used $2,396,751 for operating activities. This was primarily due
                to a net
                loss of $2,965,185; an increase in prepaids of $89,184; and a non-cash
                gain on forgiveness of debt of $6,839. This was partially offset
                by
                depreciation of $13,050, common stock issued for services and related
                expenses of $128,650, and an increase in accounts payable and accruals
                of
                $522,757. ·
            We
                used $109,615 in investment activities, which was used for the purchase
                of
                fixed assets. ·
            We
                had cash inflow from financing activities totaling $2,627,957 from
                a sale
                of common stock in the amount of $2,473,385, an advance payable of
                $84,572, and a note payable of $70,000. ·
            There
                was a decrease of $1,186 related to exchange
                rate.  Bullion
        River Gold had a decrease in working capital of $190,901 due to an increase
        in
        current assets of $209,589 that was more than offset by an increase of $400,490
        in current liabilities. We had an accumulated deficit of $3,110,748 since
        inception and had a shareholder’s deficit of $164,899. We have no contingencies
        or long-term agreements except for our commitments under the option agreements,
        premises and rentals.
 20


**Internal
      and External Sources of Liquidity**




Bullion
      River Gold’s mineral exploration programs are limited and restricted by the
      amount of working capital that Bullion River Gold has and is able to raise
      from
      financing and debt. As of January 31, 2006, Bullion River Gold’s current
      operating funds are adequate to fund bulk sampling and test mining at French
      Gulch, rehabilitation of North Fork’s decline, maintenance of the options at our
      Nevada properties and required Corporate support through May 2006.




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




**Critical
      Accounting Policies**





Mineral
      Properties





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





Reclamation
      and Abandonment Costs





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





**Contractual
      Obligations**





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





21


**Bullion
                  River Gold Corp.****Commitment
                  Schedule****For
                  year ending December 31:*****Option
                  Payments***
              
              
              **2006**
              
              
              **2007**
              
              
              **2008**
              
              
              **2009**
              
              
              **2010**
              
              
              **2011**
              
              
              **2012**
              
              
              **2013**Antone
                  Canyon
              
              $
              40,000
              
              $
              40,000
              
              $
              40,000
              
              $
              40,000
              
              $
              40,000
              
              $
              40,000
              
              $
              40,000
              
              $
              40,000Corcoran
                  Canyon
              
              
              60,843
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Cimarron
              
              
              94,556
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -North
                  Fork
              
              
              72,000
              
              
              120,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -French
                Gulch
              
              
              302,500
              
              
              302,500
              
              
              302,500
              
              
              303,500
              
              
              303,500
              
              
              303,500
              
              
              304,500
              
              
              304,500Wenban
                Spring
              
              
              -
              
              
              150,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Mission
                  Mine
              
              
              100,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -$
              669,899
              
              $
              612,500
              
              $
              342,500
              
              $
              343,500
              
              $
              343,500
              
              $
              343,500
              
              $
              344,500
              
              $
              344,500***Lease
                  Obligations***
              
              
              **2006**
              
              
              **2007**
              
              
              **2008**
              
              
              **2009**
              
              
              **2010**
              
              
              **2011**
              
              
              **2012**
              
              
              **2013**Corporate
                  Office Lease
              
              $
              78,402
              
              $
              94,260
              
              $
              97,088
              
              $
              100,000
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -North
                  Fork Office / Housing
              
              
              12,298
              
              
              12,667
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Equipment
              
              
              164,051
              
              
              164,051
              
              
              145,905
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -$
              254,751
              
              $
              270,978
              
              $
              242,992
              
              $
              100,000
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -***Other
                  Obligations***
              
              
              **2006**
              
              
              **2007**
              
              
              **2008**
              
              
              **2009**
              
              
              **2010**
              
              
              **2011**
              
              
              **2012**
              
              
              **2013***Loan
                  Obligations*
              
              $
              13,453
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -*Consulting
                  Obligations*
              
              
              89,990
              
              
              998
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -$
              103,443
              
              $
              998
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Total
                  Commitments
              
              $
              1,028,093
              
              $
              884,476
              
              $
              585,492
              
              $
              443,500
              
              $
              343,500
              
              $
              343,500
              
              $
              344,500
              
              $
              344,500





Includes
      new obligations after December 31, 2005.




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





On
      April
      19, 2005, the Company entered into a rental agreement for office/housing space
      for the North Fork property. Payments under this agreement will be $1,025 per
      month for 2006.





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





On
      October 3, 2005, the Company entered into a third party agreement to lease
      (2)
      Caterpillar IT28G loaders for a period of 36 months in the amount of $5,736
      per
      month. These will be used at French Gulch and North Fork.





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





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





22




On
        January 19, 2006, Bullion River Gold Corp entered into an option agreement
        with
        Senator Minerals “Senator”, a Vancouver based mineral exploration company
        (TSX-V: SNR) for two properties, the Cortez South and the Gold Valley property,
        located in Lander County. These two properties are directly adjacent to the
        south of Bullion River’s Wenban Spring property. The Cortez South property
        consists of 30 mineral claims and the Gold Valley property consists of 24
        mineral claims. For each property option, Bullion River will pay to Senator
        $10,000.00 in cash and 125,000 restricted shares of Bullion River. Bullion
        River
        is obliged to spend $150,000.00 in exploration including all maintenance
        fees
        over the next two years in order to obtain a 51 % ownership in the claims.
        By
        spending another $200,000.00, Bullion River can increase its ownership to
        76
        %.  After that, the partners have to spend on a $350,000 to $110,000 basis (Bullion
        River to Senator) or get diluted accordingly. Once a partner has less than
        10 %
        ownership, it can elect a three percent NSR. The properties are so-called
        ‘grassroots’ properties, no significant exploration has been done to this point.
 
 On
        February 14, 2006, the Company entered into an agreement to lease office
        space
        commencing on April 1, 2006 and ending on March 31, 2009. This agreement
        was
        sought out to accommodate the growing support needs of the company and to
        reduce
        the rental cost per square foot. Payments under this agreement:
  ·
            $6,000
                per month from April 1 to June 30, 2006 ·
            $7,855
                per month from July 1, 2006 to March 31,
                2007 ·
            $8,091
                per month from April 1, 2007 to March 31, 2008 ·
            $8,333
                per month from April 1, 2008 to March 31,
                2009 
 On
        February 15, 2006, the Company entered into a third agreement to lease an
        Elphinstone R-1300 loader for a period of 36 months in the amount of $6,776
        per
        month. This equipment will be used at French Gulch.
 
 On
        February 18, 2006, the Company entered into an exploration agreement with
        an
        option to purchase the “Mission Mine” from TKM Corporation. The property
        consists of 26 unpatented lode mining claims situated in Riverside County,
        California. In order to maintain this agreement, the Company shall make the
        following payments to TKM Corp.
  1.
            Non-refundable
                $10,000 payment on February 18, 2006 to enter into
                agreement. 2.
            $40,000
                payment on February 24, 2006 for the right to explore the property
                through
                August 31, 2006. 3.
            $50,000
                payment on September 1, 2006 for the right to explore the property
                from
                September 1, 2006 until September 1,
                2009.  TKM
        grants Bullion River Gold the exclusive right and option to purchase the
        property as follows:
  1.
            Option
                executed up until August 31, 2007 - $1.5
                million. 2.
            Option
                executed from September 1, 2007 to August 31, 2008 - $2.0
                million. 3.
            Option
                executed from September 1, 2008 to August 31, 2009 - $2.5
                million. 4.
            In
                addition to the dollar amount defined above, the purchase price shall
                include a 2 1⁄2% Net Smelter Return Royalty for the first three years of
                production from property. 
 On
        March 1, 2006, the Company entered into an agreement with a third party to
        provide regular monthly Information Technology support to maintain system
        and
        data integrity. This is a 12-month agreement with payments of $499 per month.
        This will reduce hourly service rates.


23




**Plan
      of Operations**





Summary





During
      2004, we conducted exploration activities on all of our properties. These
      activities included office data compilation and analysis, and surface
      exploration work. We completed phase 1 exploration drilling programs at the
      Thomas Creek and Antone Canyon properties. Phase 1 exploration drilling as
      defined here is the first drilling campaign we conduct on a property to
      determine whether significant mineralization exists in the subsurface and
      whether the project warrants additional exploration. Phase 2 exploration
      drilling is the follow-up drilling program subsequent to positive results from
      Phase 1. The drilling campaign at Thomas Creek did not encounter material
      mineralization and subsequently these claims were abandoned. The Thomas Creek
      Mining Corp. changed its name to Wenban Spring Mining Corp.





During
      2005, the Company spent $3,485,379 on Exploration after normalizing for 2004
      accounting re-classes *(see*  *Expenses
      for the year ending December 31, 2005 vs. December 31, 2004).* Activities were concentrated at three projects: French Gulch and North Fork
      in
      California, and Wenban Spring in Nevada.





At
      French
      Gulch, we completed approximately 31,836 feet of underground core drilling
      in 64
      holes at the Washington mine establishing four mineable veins: the Lucky-7,
      the
      Washington, the Dean, and the No. 2. High-grade gold mineralization and visible
      gold were encountered along the vein zones. We started core drilling from
      surface at the Niagara mine in December, and other targets on the property
      are
      planned. A phase 1 environmental audit was completed by an independent firm
      and
      found no serious issues regarding hazardous or toxic materials. We began plans
      for a new underground tunnel (decline) and after posting the required bonds
      for
      the California Regional Water Quality Control Board, the County of Shasta,
      the
      BLM and California Dept. of Conservation, we broke ground in early January
      2006.
      The decline will provide access for underground drilling exploration and
      underground test mining of a bulk sample. We began a rigorous district-scale
      exploration program to explore areas beyond the immediate Washington mine,
      such
      as the Niagara mine area about 3,500 feet to the west.





At
      North
      Fork, we continued site preparation and rehabilitating the historic underground
      workings. Repairs were completed on the access road, which was damaged from
      the
      heavy snowfall and rain runoff. Electrical power was brought on site and work
      continued on the water supply lines, mine ventilation system, and portal
      access.





At
      Wenban
      Spring, we completed three reverse-circulation drill holes totaling 1,885 feet.
      No significant gold mineralization was encountered; however, due to technical
      problems with the drilling equipment, none of the holes were completed to
      planned depth. We expect to maintain the property for future
      exploration.





In
      2006,
      the Company will concentrate primarily on the French Gulch property focusing
      on
      the new decline. This will provide access to the test
      mining and bulk sampling of the central Washington and Lucky-7 veins with
      possible expansion to the Dean and No. 2 veins. The
      goal
      will be to mine a test sample of approximately 2,000 tons of material by mid
      2 nd quarter
      2006. The proposed length of the decline is 1,400 feet. Rehabilitating the
      historical decline will be the main task at North Fork. The Nevada properties
      (Antone Canyon, Cimarron Canyon, Corcoran Canyon, Wenban Springs, and Painted
      Hills) will be minimally maintained. If additional funding is available, the
      Company will do some minimal exploration at Corcoran, Cimarron, and Antone
      Canyon.





The
      following table sets out the estimated costs, start and completion dates of
      our
      basic 2006 work programs.




24


**Property**
              
              **Description**
              
              **Estimated
                  Costs**
                **for
                  2006**
              
              **Estimated**
                **Start
                  Date**
              
              **Estimated**
                **Completion
                  Date**French
                  Gulch
              
              
              Bulk
                  Sample & Test Mining
              
              $
              851
              
              
              January
                  2006
              
              
              May
                  2006North
                  Fork
              
              
              Decline
                  Rehabilitation
              
              $
              1,230
              
              
              January
                  2006
              
              
              December
                  2006Antone
                  Canyon
              
              
              Minimal
                  Exploration & Land/Option Maintenance
              
              $
              108
              
              
              October
                  2006
              
              
              December
                  2006Cimarron
              
              
              Minimal
                  Exploration & Land/Option Maintenance
              
              $
              101
              
              
              September
                  2006
              
              
              December
                  2006Corcorran
                  Canyon
              
              
              Minimal
                  Exploration & Land/Option Maintenance
              
              $
              123
              
              
              July
                  2006
              
              
              December
                  2006Wenban
                  Springs
              
              
              Land/Option
                  Maintenance
              
              $
              50
              
              
              N/A
              
              
              N/APainted
                  Hills
              
              
              Land
                  Maintenance
              
              $
              9
              
              
              N/A
              
              
              N/AFrench
                  Gulch
              
              
              General
                  Equipment
              
              $
              642
              
              
              N/A
              
              
              N/ANorth
                  Fork
              
              
              General
                  Equipment
              
              $
              116
              
              
              N/A
              
              
              N/ACorporate
              
              
              Support
                  Functions
              
              $
              1,597
              
              
              N/A
              
              
              N/A**Total**
              
              
              
              
              **$**
              **4,827**





Based
      upon the results of the French Gulch bulk sample, management will make the
      decision to proceed to full production, continue exploration, or abandon the
      property. (See French Gulch detail.)




Subsequent
      to December 31, 2005, we received $3.534 million in private placement funds
      for
      7,069,000 units at $0.50 per unit. Net proceeds after fund raising costs were
      $3.173 million. We plan to spend this money for operating and exploration costs
      along with reducing debt. We anticipate continuing to rely on private loans,
      equity sales of common shares or joint ventures with other
      exploration ** companies
      in order to fund our exploration program until such time that revenue is
      generated from gold extraction. The issuance of additional shares will result
      in
      dilution to existing shareholders of the Company.





During
      2006, we plan to continue to seek projects that contain high grades and large
      tonnage of gold or silver as well as projects that contain the potential for
      mineralization concealed under post-mineral cover. This focus is in regions
      containing gold or silver deposits primarily in the Great Basin of the western
      United States and the Mother Lode belt in California. There is no assurance
      that
      the Company will locate any high grade and large tonnage, or locate projects
      that contain the potential for mineralization concealed under post-mineral
      cover
      to make the project commercially viable.





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





We
      are
      not currently conducting any research and development activities other than
      the
      development of our website. We do not anticipate conducting such activities
      in
      the near future except for the possible development of our mineral properties.
      As we proceed with our exploration and pre-production programs we will need
      to
      hire employees, independent contractors, as well as purchase or lease additional
      equipment **.**





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





Land





On
      May
      19 th ,
      2005,
      we exercised our option to purchase the French Gulch project from the WN
      Partnership. The purchase calls for a total cash payment of $1,500,000. All
      previous payments made by Bullion River Gold Corp. will be deducted from the
      total payment due. Bi-monthly payments vary from $50,000 to $175,000, once
      production begins.





Plant
      and Equipment





The
      French Gulch project includes a mill that operated as recently as 2002,
      consisting of gravity and flotation circuit as well as a furnace for producing
      dore’ bricks. There are also some small tools, and rail bound equipment on the
      property.





25


Location
      & Background





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





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





Current
      status





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





As
      planned, we completed approximately 31,836 feet of underground core drilling
      in
      64 holes. This area represents less than 10 acres, a small portion of the
      Washington Mine area and the overall property. High grade gold mineralization
      with visible gold was encountered in the targets. The drilling program tested
      the vein systems of the Washington Mine, and established 4 mineable veins:
      the
      Lucky-7, Washington, the Dean, and No. 2. Their depth extends to a minimum
      of
      300 feet below known and mined areas. The latest assay results of this drill
      program continue to feature multiple ounce holes along with a highlight of
      6.008
      opt hit in the Washington vein.





After
      concluding the evaluation from the underground core drilling program and the
      re-evaluation of the existing mill, we started making preparations for test
      mining and bulk sampling of the central Washington and Lucky-7 veins with
      possible expansion to the Dean and No. 2 veins.





The
      Company also began core drilling from surface at the Niagara mine in December
      2005, and other targets on the property are planned. The area between the
      Niagara and Washington mines represents a large portion of the overall property
      and is expected to contain additional drill targets.




Site
      crews demobilized the underground diamond drill station, cleaned up the portal
      area, and prepared for the installation of supporting infrastructure. In
      addition, the areas around the mill and the “boneyard” were cleaned up to
      facilitate reclamation and construction
      activities if a production decision is made.





Site
      crews were involved with the support functions necessary to meet statutory
      requirements for project oversight, ventilation air testing and site security.





The
      property is permitted for production mining by the County of Shasta, California
      and the U.S. Dept of Interior (Bureau of Land Management). Currently, the
      Company has reclamation bonds in place totaling $112,600 with the County of
      Shasta, California Department of Conservation, U.S. Dept of Interior (Bureau
      of
      Land Management), and the California Regional Water Quality Control Board for
      financial assurances for completion of foreseeable reclamation. The reclamation
      plan is being revised to reflect changes in mining methods and waste disposal.
      The waste discharge permit was assumed by the Company from the previous
      owner.





For
      the
      year 2005, we have spent $2.3 million in exploration costs at French
      Gulch.





Proposed
      Exploration





In
      early
      January 2006, the Company began the new decline from the mill yard to access
      the
      Washington and Lucky-7 veins for excavation of the bulk sample. This leg of
      the
      decline will be approximately 1,800 feet. Diamond drill stations are planned
      every 400 feet.





26


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





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





The
      operating costs for the new decline, test mining and bulk sampling is estimated
      to be $1.851 million.





Further
      evaluation on the existing mill facilities indicate that with some additional
      modifications, the mill should be ready to process the proposed bulk sample
      rather than completing mill expansion at this time. This upgrade will enable
      the
      company to process 215 tons per day efficiently at a reduced cost and delay
      the
      mill expansion until needed for full production. During 2005, we spent
      approximately $96,000 for mill design/engineering in consulting and contractor
      expense.





The
      current estimate for this mill upgrade, which is part of the bulk sampling
      process noted above, is $0.25 million.





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





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




·
            Foundation
                design for the fine ore bin


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


·
            Procurement
                of equipment


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


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


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


·
            Design
                of site office / dry / shop
                building.


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


·
            Design
                of mine backfill system.


·
            Emergency
                spill response program.





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





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





27


We
      are
      also planning surface exploration drilling between the Niagara and Washington
      mines. The drilling will first test below the historically mined levels at
      the
      Niagara Mine. We expect to continue with surface core drilling in other targets
      between the Washington and Niagara mine areas due to potential parallel veining,
      as is represented by the Lucky-7 and Washington veins. As noted above, the
      area
      tested by drilling to date represents about 1% of the overall property, so
      there
      is substantial potential for additional vein structure. The surface drill
      program that is currently underway will help determine underground drill
      targets. It should be completed by early 2nd quarter
      and the cost estimate for this exploration is $0.25 million.





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





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





Other
      work in the mine will include the preparation of an underground equipment
      servicing / repair facility. This will be constructed underground in a yet
      to be
      determined location. The facility will be built underground to reduce surface
      congestion. It will also be simpler to contain any possible pollutants within
      the mine. Underground explosives magazines will also be completed to enhance
      explosives security on the mine site.





Cash
      estimates in 2006 for this production phase, May through December,
      are:




·
            Operations
                $15.116 million


·
            Equipment
                $2.75 million


·
            Offsetting
                revenue derived from the ore produced. Based on $500 per ounce gold,
                this
                is estimated to be $22.9 million.





**North
      Fork Mining Corp.**





Plant
      and Equipment





The
      plant
      consists of electrical infrastructure and equipment to support initial mining
      operations. We own some tools and storage facilities at the North Fork Property.





Location
      & Background





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





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





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





28


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





Current
      status





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





Site
      crews continued rehabilitation of the historical Uncle Sam Decline. The existing
      portal sets were previously examined and it was decided to leave the sets in
      place for the duration of the initial rehabilitation and exploration phases.
      Should the mine proceed to the production phase, it is expected that the
      existing sets will be removed and replaced at some future date, with larger
      profile sets, to allow the existing decline to serve its planned long term
      functions of return airway / escape way and waste rock conveyor
      gallery.





Immediately
      past the end of the portal sets, we encountered an extensive caved area. This
      area extended approximately 200 feet down the decline. The caved area was
      sequentially mucked out and secured with wire mesh, rockbolts and shotcrete.
      The
      crown area was secured over its entire length, and the cave area down to the
      invert was cleared and secured by the end of 2005.





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





For
      the
      year 2005, we have spent $0.7 million in exploration costs at North
      Fork.





Proposed
      Exploration





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





Immediately
      below the initial caved area, the decline is open for some distance until the
      next caved area is encountered. This next portion of the decline is planned
      to
      be secured with bolts and mesh, with shotcrete being added as and when
      required.





This
      rehabilitation of the decline will continue through 2006 and the estimated
      costs
      are $1.23 million.





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




·
            Excavation
                and securing of the diamond drill
                station


·
            Excavation
                and securing underground explosives
                magazines


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


·
            Excavation
                and securing a refuge station.





This
      exploratory drilling preparation is planned from the existing upper level and
      estimated to be $0.596 million. This is planned to be completed by June 30,
      2006.





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




29


**Antone
      Canyon Mining Corp.**





Plant
      and Equipment





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





Location
      & Background





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





Previous
      operators completed shallow reverse-circulation and rotary drilling from 1983
      to
      1985 (55 holes totaling 5,090m), and shallow core drilling in 1999 (5 holes
      totaling 524m). Drilling of the high-grade structures has been limited to within
      100m of surface.




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





Current
      status and Proposed Exploration





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





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





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





No
      exploration activities were conducted during 2005, and we spent $48,310 at
      the
      Antone Canyon property, primarily on option payments.





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





**Cimarron
      Mining Corp.**





Plant
      and Equipment





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





Current
      Status and Proposed Exploration





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





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




30


We
      conducted no exploration of the Cimarron property during 2005. As of December
      31, 2005, the Company was not in compliance with the option agreement because
      it
      had not made the required minimum exploration expenditures in the amount of
      $50,000 for the year ending August 31, 2005. For the year 2005, we have spent
      $7,025, primarily related to land fees and maintaining the property. A verbal
      agreement has been made with the owner to continue exploration in 2006, which
      will bring the overall agreement into compliance.





For
      2006
      we are planning to do 3,000 feet of surface drilling in the 3 rd quarter.
      Total spending in 2006 at Cimarron is estimated to be $101,000.





**Corcoran
      Canyon Mining Corp.**




Plant
      and Equipment




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





Location
      & Background





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





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





Current
      status and Proposed Exploration





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





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





We
      conducted no exploration of the Corcoran Canyon property during 2005. As of
      December 31, 2005, the Company was not in compliance with the option agreement
      because it had not made the required minimum exploration expenditures in the
      amount of $50,000 for the year ending February 28, 2005. For the year 2005,
      we
      have spent $26,410, primarily related to land fees and maintaining the property.
      A verbal agreement has been made with the owner to continue exploration in
      2006,
      which will bring the overall agreement into compliance.





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.





For
      2006
      we are planning to do 3,000 feet of surface drilling in the 3 rd quarter.
      Total spending in 2006 at Corcoran Canyon is estimated to be
      $123,000.





**Wenban
      Spring Mining Corp.**





Plant
      and Equipment




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





31


Location
      and Background





The
      project originally consisted of 238 unpatented mining claims 100% owned by
      Wenban and within lands administered by the U.S. Bureau of Land Management
      (BLM).





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





The
      Wenban Spring Property is southwest of the Cortez Hills and Pediment gold
      deposits (~ 9 Moz gold @ ~ 4.4 g/t Au) controlled by the Cortez Joint Venture
      (CJV). The Property directly adjoins claims held by the CJV and lies within
      6
      miles (9.6 km) southwest of the Cortez Hills deposit. Cortez Hills is a
      world-class, bulk-mineable Carlin-type gold system discovered in 2002. Wenban
      Spring is on the west edge of the same valley. Four miles (6 km) southwest
      of
      Wenban Spring is the Toiyabe Carlin-type gold deposit, which produced about
      90,000 ounces of gold from an open pit operation from 1987 to 1993.





Current
      status and Proposed Exploration





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





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





During
      the 2 nd quarter
      of 2005, we completed three reverse-circulation drill holes at Wenban totaling
      1,885 feet. No significant gold mineralization was encountered; however, due
      to
      technical problems with the drilling equipment, none of the holes was completed
      to the desired depths. We expect to maintain the property and conduct further
      exploration in 2006.





During
      the 3 rd quarter
      of 2005, the Company paid claim maintenance fees to the BLM on 20 claims. We
      expected to re-stake, file, and pay the fees on the remaining 218 claims as
      soon
      as possible. As planned, we re-staked the remaining 218 claims in December
      2006.  The Company paid the filing fees to the BLM on February 16,
      2006.





During
      the 3 rd of 2005,
      the reclamation was approved by the BLM on the old Thomas Creek claims. Payment
      was received from the BLM in January, 2006, for the full amount of the $6,000
      bond.





For
      the
      year 2005, we have spent $150,751 on exploration at Wenban Spring. In total
      we
      spent $161,754 during 2005.





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




For
      2006,
      we are planning to maintain the property for future exploration with total
      spending estimated to be $50,000.





**Painted
      Hills Property**





Location
      and Background





In
      February 2004, Bullion River Gold staked 41 unpatented claims in the Painted
      Hills district in northwestern Nevada. The claims were 100% owned by Bullion
      River Gold Corp.





32


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





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





Plant
      and Equipment





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





Current
      Status and Proposed Exploration





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





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





During
      the 3 rd quarter
      of 2005, the Company paid claim maintenance fees to the BLM on 10 claims. We
      expect to pay the fees on the remaining 31 claims as soon as possible, but
      as of
      December 31, 2005, the claims have not been re-staked.





We
      conducted no exploration activities at Painted Hills during 2005 and spent
      $3,718, primarily on maintaining the property.





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





For
      2006,
      we are planning to maintain the property for future exploration with spending
      estimated to be $9,000.





**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.





33


**Item
      7. Financial Statements and Supplementary Data**





See
      our
      audited financial statements for the years ended December 31, 2005, and 2004,
      attached as Exhibit A to this Form 10-KSB.





**Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure**





Bullion
      River’s principal independent accountant from December 1, 2003, to February 7,
      2006, was Hall & Company, Certified Public Accountants Inc., 16410 Sand
      Canyon Avenue, Suite 100, Irvine, California, 92618. There are no disagreements
      with Hall & Company on accounting and financial disclosure. As of February
      15, 2006, HJ & Associates have been retained as Bullion River Gold’s new
      independent auditors and have done the audit work for this December 31, 2005,
      10-KSB year end Annual Report. See our 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**





Bullion
      River Gold maintains disclosure controls and procedures that are designed to
      ensure that information required to be disclosed in Bullion River Gold’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 Bullion River Gold’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 Bullion River Gold’s Chief
      Executive Officer and Chief Financial Officer believe Bullion River Gold’s
      disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
      and
      15d-14) are effective to ensure that information required to be disclosed by
      Bullion River Gold in this report is accumulated and communicated to Bullion
      River Gold’s management, including its principal executive officer and principal
      financial officer, as appropriate, to allow timely decisions regarding required
      disclosure. Based upon the foregoing, Bullion River Gold’s chief executive
      officer and chief financial officer concluded that Bullion River Gold’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,
      2005.





There
      were no significant changes in Bullion River Gold’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**





During
      the fourth quarter of the fiscal year covered by this Form 10-KSB, Bullion
      River
      Gold had no information to be disclosed as required on a
      Form
      8-K ,
      except
      for the following:





Item
      8.01
      - Other Events -June 17, 2005 - Ms. Kristie Kuhn, wife of the Company’s CEO,
      Peter Kuhn, entered into a loan agreement with a third party lender for a three
      year term loan of approximately $630,000. Pursuant to the loan agreement, Ms.
      Kuhn provided the lender with a non-recourse promissory note and pledged one
      million shares of common stock of the Company held in her name as collateral
      for
      the loan.





Item
      5.02
      - Departure of Directors or Principal Officers; Election of Directors;
      Appointment of Principal Officers - July 15, 2005 - Victor Bradley resigned
      from
      his position as a member of the Company’s Board of Directors.





34


Item
      5.02
      - Departure of Directors or Principal Officers; Election of Directors;
      Appointment of Principal Officers- August 11, 2005 - The Board of Directors
      of
      Company appointed Ms. Susan Jeffs as a director on July 18, 2005 for a term
      expiring at the Company’s 2006 Annual Meeting of Shareholders.





Item
      1.01
      - Entry into a Material Definitive Agreement - December 16, 2005 - Commencing
      on
      October 14, 2005, to December 22, 2005, the Company entered into securities
      purchase agreements with 22 investors to sell and issue “Units” for a purchase
      price of $0.50 per unit, each of which consists of (a) one restricted share
      of
      the Company’s common stock, and (b) one two-year warrant to purchase one
      restricted share of common stock at an exercise price of $0.75 per share.





Item
      3.02
      - Unregistered Sales of Equity Securities - December 16, 2005 - The Company
      issued and sold an aggregate of 6,124,000 units, with each Unit consisting
      of
      (a) one share of common stock, and (b) one two-year warrant to acquire one
      share
      of common stock as described in Item 1.01 above. In addition, the Company is
      obligated under certain anti-dilution provisions set forth in securities
      purchase agreements used in connection with sale and purchase of units in a
      prior private offering, to issue to the purchasers in such private offering,
      in
      the aggregate, 4,337,744 shares of common stock. In addition, the Company
      entered into a consulting agreement with a 3 rd party to
      provide investor communication services to the Company. In exchange the Company
      will issue 250,000 restricted shares of common stock for services rendered.
      In
      addition, the Company agreed to issue 75,000 restricted shares of common stock
      in connection with the termination of a consulting agreement related to investor
      relations.





Item
      8.01
      - Other Events - December 16, 2005 - The Company is obligated under certain
      anti-dilution provisions set forth in the common stock purchase warrants issued
      in connection with a prior offering, to reduce the exercise price of the
      warrants in connection with the prior offering and increase the number of the
      warrant shares issuable in the aggregate by 3,254,687.





Item
      3.02
      - Unregistered Sales of Equity Securities - December 21, 2005 - Amendment to
      Form 8-K/A filed on December 16, 2005. To revise the Company’s obligation under
      certain anti-dilution provisions set forth in the securities purchase agreements
      and oral agreements issued in connection with a prior private offering, to
      reduce the exercise price of the common stock shares in connection with the
      prior offering and increase the number of shares of common stock in the
      aggregate by 2,086,794.




Item
      8.01
      - Other Events - Entry into a Material Definitive Agreement - December 21,
      2005
      - To revise the Company’s obligation under certain anti-dilution provisions set
      forth in oral agreements and common stock purchase warrants issued in connection
      with a prior private offering, to reduce the exercise price of warrants issued
      in connection with the prior offering and increase the number of warrant shares
      issuable to the purchasers in the prior offering, in the aggregate, by 1,457,066
      shares.





“See
      the
      Exhibits referenced in Part III, Item 13, for additional information regarding
      the foregoing.





**Part
      III**





**Item
      9. Directors and Executive Officers of the Registrant**





Each
      director of Bullion River Gold 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.





Bullion
      River Gold’s and its subsidiaries’ management teams are listed below.





35


**Company
                  Name**
              **Peter
                  M. Kuhn**
              **Susan
                  Jeffs**
              **Lester
                  Knight**
              **Dan
                  Graves**
              **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





*Peter
      M. Kuhn* -
      Mr.
      Kuhn (51) has been a director and the CEO of Bullion River Gold 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. Mr. Kuhn is also a non-executive
      director of Capstone Gold Corp., a TSX Venture listed company.





*Susan
      Jeffs* -
      Ms.
      Jeffs (56) **** has
      been
      a director of Bullion River Gold 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 (46) was
      appointed to the Board of Directors of Bullion River 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.




36


*Dan
      Graves* - Mr.
      Graves (51) has been the CFO of Bullion River Gold since March 2005. From 2000
      to 2004, Mr. Graves was the CFO of Northstar-at-Tahoe, a year round resort
      company in the Lake Tahoe area of California engaging in recreational operations
      and real estate development. Along with his financial duties, Mr. Graves was
      also responsible for the resort’s $40 million lodging, food & beverage,
      rental equipment, golf, retail, and ski related businesses. From 1998 to 2000,
      Mr. Graves was V.P. of Finance for Killington Resort in Vermont and held other
      analytical positions within the winter resort industry for nine years. Mr.
      Graves has a Bachelor’s Degree in Business Administration from California State
      University at Long Beach, California.




*Glenn
      Blachford, P.Eng.* - Mr.
      Blachford (55) **** 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. 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**





Bullion
      River Gold has no significant employees other than the four discussed
      above.





**(c)**
            **Family
                Relationships**





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





**(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 Bullion River Gold 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 other
      affiliates, in lieu of filing a Form 5, provided Bullion River Gold with a
      written representation that a Form 5 was not required.  The Company failed
      to file a Form 3 (Initial Statement of Beneficial Ownership) for Dan Graves,
      CFO, at the time of his employment in January 2005.  Mr. Graves owns 4,100
      shares of common stock.  The Company filed this Form 3 on February 15,
      2006.  The Company failed to file a Form 3 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 Susan Jeffs, director, at the time of her
      appointment.  Ms. Jeffs does not own any stock.  The Company is
      planning on filing this Form 3 in April 2006.





37


**(f)**
            **Audit
                Committee Financial Expert**





Bullion
      River Gold has no financial expert. Management believes the cost related to
      retaining a financial expert at this time is prohibitive. Further, because
      of
      Bullion River Gold’s limited operations, management believes the services of a
      financial expert are not warranted.





**(g)**
            **Identification
                of Audit Committee**





Bullion
      River Gold does not have a separately-designated standing audit committee.
      Rather, Bullion River Gold’s entire board of directors perform the required
      functions of an audit committee. Peter Kuhn, Susan Jeffs and Lester Knight
      are
      the only members of Bullion River Gold’s audit committee. Only Susan Jeffs and
      Lester Knight meets the independent requirements for an audit committee member.
      Bullion River Gold’s audit committee is responsible for: (1) selection and
      oversight of our 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 auditory and any outside advisors engagement by the audit committee.
      Bullion River Gold 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.





**(i)**
            **Code
                of Ethics**





Bullion
      River Gold has adopted a code of ethics that applies to all its executive
      officers and employees, including its CEO and CFO. A copy of Bullion River
      Gold’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, Bullion River Gold’s code of ethics has been posted on its website at
      either www.bullionriver.com or
      www.bullionrivergold.com. Bullion River Gold undertakes to provide any person
      with a copy of its code of ethics free of charge. Please contact Bradford Long
      at 1-800-540-2578 to request a copy of Bullion River Gold’s code of ethics.
      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 $356,667 in compensation to its named executive officers
      during its 2005 fiscal year.




38


SUMMARY
      COMPENSATION TABLE


Long-term
                  compensation***Annual
                  compensation***
              
              ***Awards***
              ***Payouts***Name
                  and principal position
              Year
              Salary
              Bonus
              Other
                  annual compensation
              Restricted
                  stock awards
              Securities
                  underlying options/ SARs
              LTIP
                  Payouts
              All
                  other compensation($)
              ($)
              ($)
              ($)
              (#)
              ($)
              ($)(a)
              (b)
              (c)
              (d)
              (e)
              (f)
              (g)
              (h)
              (i)Peter
                  M. Kuhn
              2005
              100,000
              nil
              nil
              nil
              nil
              nil
              nilCEO
              2004
              15,000
              nil
              59,000
              nil
              nil
              nil
              20,546Dec
                  2003 – Present
              2003
              12,500
              nil
              nil
              nil
              nil
              nil
              nilDan
                  Graves
              2005
              99,867
              n/a
              n/a
              n/a
              n/a
              n/a
              n/aCFO
              2004
              n/a
              n/a
              n/a
              n/a
              n/a
              n/a
              n/aMarch
                  2005 - Present
              2003
              n/a
              n/a
              n/a
              n/a
              n/a
              n/a
              n/aGlenn
                  Blachford
              2005
              96,000
              nil
              nil
              nil
              nil
              nil
              nilVP
                  Engineering
              2004
              nil
              nil
              80,000
              nil
              nil
              nil
              34,967April
                  2004 - Present
              2003
              n/a
              n/a
              n/a
              n/a
              n/a
              n/a
              n/aJake
                  Margolis
              2005
              60,800
              nil
              nil
              nil
              nil
              nil
              nilVP
                  of Exploration
              2004
              nil
              nil
              75,500
              nil
              nil
              nil
              80,163Dec
                  2003 – Aug 2005
              2003
              n/a
              n/a
              6,000
              n/a
              n/a
              n/a
              n/aGerry
                  Karpinka
              2004
              n/a
              n/a
              n/a
              n/a
              n/a
              n/a
              n/aPresident
              2003
              nil
              nil
              nil
              nil
              nil
              nil
              nilJune
                  2001–Dec 2003
              2002
              nil
              nil
              nil
              nil
              nil
              nil
              nilColin
                  Mills
              2004
              n/a
              n/a
              n/a
              n/a
              n/a
              n/a
              n/aCFO
              2003
              nil
              nil
              nil
              nil
              nil
              nil
              nilJune
                  2001–Dec 2003
              2002
              nil
              nil
              nil
              nil
              nil
              nil
              nil




Since
      Bullion River Gold’s inception, no stock options, stock appreciation rights, or
      long-term incentive plans have been granted, exercised or
      re-priced.




Currently,
      there are no arrangements between Bullion River 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; (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.





Bullion
      River Gold 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
      Bullion River Gold; or (5) a change in Mr. Kuhn’s responsibilities following a
      change in control. As of December, 2005, Mr. Kuhn is hired as Bullion River’s
      president at the rate of $10,000 per month.





On
      March
      16, 2005, Bullion River 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.





39


On
      March
      21, 2005, Bullion River paid Victor Bradley, a former director of the Bullion
      River, $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, Bullion River 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 Bullion River and was reimbursed for
      all reasonable and necessary expenses incurred in the performance of his duties
      and as approved by the President of Bullion River. 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 is entitled to participate in
      any
      future stock option plans of Bullion River and may qualify 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, Bullion River Gold 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 Bullion River Gold.
      On May 1, 2004, Mr. Blachford was hired as the V.P. of Engineering for Bullion
      River to provide engineering guidance to all of Bullion River’s properties. As
      of December 31, 2005, Mr. Blachford’s salary is $8,000 per month.





There
      are
      no other employment agreements between Bullion River Gold 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 Bullion River Gold,
      or
      from a change in a named executive officer’s responsibilities following a change
      in control.




Bullion
      River Gold currently provides health insurance for the above employees, but
      presently does not have pension, annuity, insurance, stock options, profit
      sharing or similar benefit plans; however, Bullion River Gold may adopt such
      plans in the future. There are presently no other personal benefits available
      to
      any employees.




**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**(2)common
                  shares
              Blue
                  Velvet Capital
              5,833,326
              11.94%Ellen
                  L. Skelton Building4thFloor, P.O. Box 3444Roadtown,
                  Tortola, BVIcommon
                  shares
              Elton
                  Participation Group
              5,600,000
              11.47%c/o
                  Morgan & Morgan Trust Corp. LtdPasea
                  Estate, Road TownTortola,
                  BVIcommon
                  shares
              Peter
                  M. Kuhn
              1,015,000
              2.08%1325
                  Airmotive way, Suite 325Reno,
                  Nevada89502





Footnotes:


(1)
      The
      listed beneficial owners have no right to acquire any shares within 60 days
      of
      the date of this Form 10-KSB from options, warrants, rights, conversion
      privileges or similar obligations excepted as otherwise noted.


(2)
      Based
      on 48,840,375 common shares issued and outstanding as of the SB-2 filed on
      January 23, 2006.




40


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




**Title
                  of Class**
              **Name
                  and Address of Beneficial Owner**
              **Amount
                  and Nature of**
                **Beneficial
                  Owner****(2)**
              **Percent
                  of Class****(1)**common
                  shares
              Peter
                  M. Kuhn
              1,015,000
              2.08%1325
                  Airmotive Way, Suite 325Reno,
                  Nevada89502common
                  shares
              Dan
                  Graves
              4,100
              0.01%1325
                  Airmotive Way, Suite 325Reno,
                  Nevada89502common
                  shares
              Glenn
                  Blachford
              30,000
              0.06%1325
                  Airmotive Way, Suite 325Reno,
                  Nevada89502Common
                  shares
              Lester
                  Knight
              10,000
              0.02%2220
                  Otay Lakes Rd. #502Chula
                  Vista, CA 91915common
                  shares
              Directors
                  and Executive Officers (as a group)
              1,059,100
              2.17%




Footnotes:


(1)
      Based
      on 48,840,375 common shares issued and outstanding as of the SB-2 filed on
      January 23, 2006.


(2)
      The
      listed beneficial owners have no right to acquire any shares within 60 days
      of
      the date of this Form 10-KSB from options, warrants, rights, conversion
      privileges or similar obligations excepted as otherwise noted.





**(c)**
              **Changes
                  in Control**





Bullion
      River Gold is not aware of any arrangement that may result in a change in
      control of Bullion River Gold.





**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 Bullion River Gold or any of
      its
      subsidiaries was a party with the exception of the following:





**Loan
      Agreements with Centennial Development** -
      Centennial Development Corp. is controlled by the Company’s President, Peter
      Kuhn.





At
      June
      30, 2005, the Company had a short term loan payable totaling $15,000 with
      Kristie Kuhn, wife of the Company’s President Peter Kuhn. This loan was paid in
      full on November 2, 2005.





On
      June
      22, the Company entered into a short term loan totaling $15,000 with Centennial
      Development Corp. This loan was interest free and unsecured. This loan was
      paid
      in full on October 24, 2005.




On
      June
      30, the Company entered into a short term loan totaling $55,000 with Centennial
      Development Corp. This loan was interest free and unsecured. This loan was
      paid
      in full on November 9, 2005.





On
      July
      11, 2005, the Company entered into a 30-day free interest in the amount of
      $15,000 with Centennial Development Corp. The interest was 1.5% monthly. This
      loan was paid in full on November 9, 2005.




41


On
      July
      18, 2005, the Company entered into a 30-day free interest in the amount $32,000
      with Centennial Development Corp. The interest was 1.5% monthly. This loan
      was
      paid in full on November 9, 2005.





On
      July
      29, 2005, the Company entered into a 30-day free interest in the amount $32,000
      with Centennial Development Corp. The interest is 1.5% monthly. This loan was
      paid in full on December 1, 2005.





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. Terms were zero days free
      interest, interest accruing at 1.15% per month, $25,000 loan fee. This loan
      principal and fees were paid in full on October 21, 2005. Interest of $13,453.21
      was paid on January 3, 2006.





On
      August
      31, 2005, the Company entered into a 30-day free interest in the amount of
      $30,000 with Centennial Development Corp. The interest was 1.5% monthly. This
      loan was paid in full on December 1, 2005.





On
      September 6, 2005, the Company entered into a 30-day free interest in the amount
      of $25,000 with Centennial Development Corp. The interest is 1.5% monthly.
      This
      loan was paid in full on December 1, 2005.





On
      September 13, 2005, the Company entered into a 30-day free interest in the
      amount of $6,000 with Centennial Development Corp. The interest is 1.5% monthly.
      This loan was paid in full on December 1, 2005.





On
      September 23, 2005, the Company entered into a 30-day free interest in the
      amount of $50,000 with Centennial Development Corp. The interest is 1.5%
      monthly. This loan was paid in full on December 1, 2005.




**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 19, 2004, Cimarron Mining Corp. entered into an assignment agreement
      with Golden Spike Mining for the assignment of an option agreement for 30
      unpatented mineral claims. Peter M. Kuhn is the President of both Bullion River
      and Cimarron Mining Corp., and the sole director and officer and majority owner
      of Golden Spike Mining. See “Business of Bullion River” on page 21 and Exhibit
      10.3 - 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.





42


**(b)**
            **Transactions
                with Promoters**





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






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




(a)
            Reports
                on Form 8-K.




8-K
      dated
      December 16, 2005, regarding the unregistered sale of 6,124,000 units of common
      stock through a private offering from October 14 to December 6, 2005 and the
      obligation under certain anti-dilution clauses in a prior private offering
      to
      issue additional shares of common stock and warrants.




8-K/A
      dated December 20, 2005, amended the 8K filed on December 16, 2005, regarding:
      a) the number of shares of common stock to be issued pursuant to certain
      anti-dilution provisions of a prior offering, b) the number of warrant shares
      issuable pursuant to certain anti-dilution provisions of a prior offering,
      c)
      the investor information.




8-K
      Current Report dated February 7, 2006, regarding a change in our auditors,
      incorporated by reference in Part I, Item 8.




(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




43


**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**10.6**
            Consultant
                Agreement dated December 1, 2003 between Dynasty International Corporation
                and Jacob H. Margolis 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**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







**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 accountant for Bullion River Gold’s audit of
      annual financial statements and for review of financial statements included
      in
      Bullion River Gold’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:




2005
      -
      $19,450 - HJ & Associates, LLC


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


2004
      -
      $59,880 - Hall & Company, Certified Public Accountants Inc.





44


(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 Bullion River Gold’s financial statements
      and are not reported in the preceding paragraph were:




2005
      - $0
      - HJ & Associates, LLC.


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


2004
      - $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:




2005
      - $0
      - HJ & Associates, LLC.


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


2004
      -
      $3,256 - 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:




2005
      - $0
      - HJ & Associates, LLC.


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


2004
      - $0
      - Hall & Company, Certified Public Accountants Inc.





(e)
        Bullion River Gold’s audit committee’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-approve 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 Bullion River Gold’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 %.










45


**SIGNATURES**







In
      accordance with Section 13 or 15(d) of the Securities and Exchange Act of 1934,
      Bullion River 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
                10, 2006**




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
                10, 2006and
                a member of the Board of Directors*/s/
                Dan Graves*
            Principal
                Financial Officer
            April
                10, 2006*/s/
                Susan Jeffs*
            Member
                of the board of Directors
            April
                10, 2006*/s/
                Lester Knight*
            Member
                of the board of Directors
            April
                10, 2006





46


**Exhibit
      A**





**Financial
      Statements and Schedules**








REPORTS
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS





CONSOLIDATED
      BALANCE SHEETS





CONSOLIDATED
      STATEMENTS OF OPERATIONS





CONSOLIDATED
      STATEMENTS OF CASH FLOWS





CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT AND COMPREHENSIVE
      LOSS





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS








**Report****of****Independent********Registered****Public****Accounting****Firm**
  To
          the
          Board of Directors
 Bullion
          River Gold Corporation and Subsidiaries
 Reno,
          Nevada
  We
          have
          audited the accompanying consolidated balance sheet of Bullion River Gold
          Corporation and Subsidiaries as of December 31, 2005, and the related
          consolidated statements of operations, stockholders' equity and comprehensive
          loss and cash flows for the year then ended. These financial statements
          are the
          responsibility of the Company's management. Our responsibility is to express
          an
          opinion on these financial statements based on our audit.
  We
          conducted our audit in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit to obtain reasonable assurance about whether the
          financial
          statements are free of material misstatement. An audit includes examining,
          on a
          test basis, evidence supporting the amounts and disclosures in the financial
          statements. An audit also includes assessing the accounting principles
          used and
          significant estimates made by management, as well as evaluating the overall
          financial statement presentation. We believe that our audit provides a
          reasonable basis for our opinion.
  In
          our
          opinion, the consolidated financial statements referred to above present
          fairly,
          in all material
          respects, the financial position of Bullion River Gold Corporation and
          Subsidiaries as of December
          31, 2005, and the results of their operations and their cash flows for
          the year
          then ended in conformity with United States generally accepted accounting
          principles.
  The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. As discussed in Note 12 to the financial
          statements, the Company has suffered recurring losses from operations since
          inception. This raises substantial doubt about the Company's ability to
          continue
          as a going concern. Management's plans in regard to these matters are also
          described in Note 12. 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-1
  16140
          SAND CANYON AVE., SUITE 100
 IRVINE,
          CALIFORNIA 92618
 **H** **ALL** **&** **C** **OMPANY**  *Certified
          Public Accountants, Inc.*
 ** (949)
          910-HALL (4255)
 TAX, FINANCIAL AND MANAGEMENT CONSULTING SERVICES
 FAX   (949)
          910-4256
  **R** **EPORT
          OF** **I** **NDEPENDENT** **R** **EGISTERED** **P** **UBLIC** **A** **CCOUNTING** **F** **IRM**
  March
          31, 2005
  To
          the Board of Directors and Stockholders of
 Bullion
          River Gold Corp.
  We
          have audited the accompanying consolidated balance sheets of Bullion River
          Gold
          Corp. (an exploration stage company) as of December 31, 2004 and 2003,
          and the
          related consolidated statements of operations, changes in stockholders’ deficit,
          and cash flows for the years then ended and the period from June 29, 2001
          (inception) through December 31, 2004. These financial statements are the
          responsibility of the Company’s management. Our responsibility is to express an
          opinion on these financial statements based on our audits.
  We
          conducted our audits in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit to obtain reasonable assurance about whether the
          financial
          statements are free of material misstatement. The Company is not required
          to
          have, nor were we engaged to perform, an audit of its internal control
          over
          financial reporting. Our audit included consideration of internal control
          over
          financial reporting as a basis for designing audit procedures that are
          appropriate in the circumstances, but not for the purpose of expressing
          an
          opinion on the effectiveness of the Company’s internal control over financial
          reporting. Accordingly, we express no such opinion. An audit includes examining,
          on a test basis, evidence supporting the amounts and disclosures in the
          financial statements. An audit also includes assessing the accounting principles
          used and significant estimates made by management, as well as evaluating
          the
          overall financial statement presentation. We believe that our audits provide
          a
          reasonable basis for our opinion.
  In
          our opinion, the consolidated financial statements referred to above present
          fairly, in all material respects, the financial position of Bullion River
          Gold
          Corp. as of December 31, 2004 and 2003, and the results of its operations
          and
          its cash flows for the years then ended and the period from June 29, 2001
          (inception) through December 31, 2004 in conformity with accounting principles
          generally accepted in the United States of America.
  The
          accompanying consolidated financial statements have been prepared assuming
          that
          the Company will continue as a going concern. As discussed in Note 10 to
          the
          consolidated financial statements, the Company has suffered recurring losses
          from operations and a net capital deficiency that raise substantial doubt
          about
          its ability to continue as a going concern. Management's plans in regard
          to
          these matters are also described in Note 10. The consolidated financial
          statements do not include any adjustments that might result from the outcome
          of
          this uncertainty.
  
 
 HALL & COMPANY
    F-2


**Bullion
                    River Gold Corp.****(An
                    Exploration Stage Company)****Consolidated
                    Balance Sheet****As
                    of December 31, 2005 and December 31,
                    2004**
  **December
                    31**
                
                **December
                    31****2005**
                
                **2004****ASSETS**Current
                    Assets:Cash
                
                $
                124,788
                
                $
                273,331Prepaids
                    and other current
                
                
                394,396
                
                
                89,267Inventory
                
                
                66,404
                
                
                -Total
                    Current Assets
                
                
                585,588
                
                
                362,598Fixed
                    Assets:Fixed
                    Assets
                
                
                586,825
                
                
                109,615Less
                    accumulated depreciation
                
                
                (102,676
                )
                
                (13,050
                )Total
                    Fixed Assets
                
                
                484,149
                
                
                96,565Other
                    Assets:Deposits
                
                
                440,176
                
                
                -Total
                    Other
                
                
                440,176
                
                
                -**Total
                    Assets**
                
                **$**
                **1,509,913**
                
                **$**
                **459,163****LIABILITY
                    AND SHAREHOLDERS' DEFICIT**Current
                    Liabilities:Accounts
                    payable and accruals
                
                $
                309,640
                
                $
                524,062Other
                    current liabilities
                
                
                170,758
                
                
                -Loans
                    from related parties
                
                
                13,453
                
                
                -Loan
                    payable
                
                
                -
                
                
                100,000Current
                    Portion of Capital Lease Obligations
                
                
                63,216
                
                
                -Total
                    Current Liabilities
                
                
                557,067
                
                
                624,062Long
                    Term Liabilities:Long
                    Term Capital Lease Obligations
                
                
                128,281
                
                
                -Long
                    Term Reclamation Obligations
                
                
                103,041
                
                
                -Total
                    Long Term Liabilities
                
                
                213,322
                
                
                -Total
                    Liabilities
                
                
                788,389
                
                
                624,062Shareholders'
                    Equity:Share
                    CapitalAuthorized
                    200,000,000 common shares, $0.001 par valueIssued
                    and outstanding 39,243,581, and 28,444,004 common shares
                
                
                39,300
                
                
                28,444Additional
                    paid in Capital
                
                
                8,825,523
                
                
                2,918,591Shares
                    Subscribed
                
                
                387,500
                
                
                -Foreign
                    Exchange Adjustments
                
                
                -
                
                
                (1,186
                )Deficit
                    accumulated during the exploration stage
                
                
                (8,530,799
                )
                
                (3,110,748
                )Total
                    Shareholders' Equity
                
                
                721,524
                
                
                (164,899
                )**Total
                    Liabilities & Shareholders' Equity (Deficit)**
                
                **$**
                **1,509,913**
                
                **$**
                **459,163**
  The
                    accompanying notes are an integral part of these consolidated
                    financial
                    statements.
  F-3
 **Bullion
        River Gold Corporation**


**(An
          Exploration Stage Company)**
 **Consolidated
          Statement of Operations**
 
 **For
                    the Years Ended**
                  **December
                    31**
                
                **From
                    Inception**
                  **June
                    29, 2001****2005**
                
                **2004**
                
                **to
                    December 31, 2005**Revenue:
                
                $
                -
                
                $
                -
                
                $
                -Expense:Exploration
                
                
                3,303,527
                
                
                1,874,409
                
                
                5,177,936Salaries
                    & Wages
                
                
                552,863
                
                
                37,830
                
                
                603,192Payroll
                    Burden
                
                
                96,046
                
                
                3,353
                
                
                99,399Employee
                    Related
                
                
                19,090
                
                
                12,761
                
                
                31,851Professional
                    Fees
                
                
                501,792
                
                
                371,348
                
                
                958,999Consulting
                
                
                108,578
                
                
                190,416
                
                
                356,968Contractors
                
                
                0
                
                
                0
                
                
                0Office
                
                
                45,359
                
                
                46,162
                
                
                93,968Land
                
                
                0
                
                
                0
                
                
                0Travel
                    Related
                
                
                182,288
                
                
                112,372
                
                
                297,335Licenses
                    & Fees
                
                
                10,746
                
                
                30,365
                
                
                43,320Investor
                    Communications
                
                
                321,374
                
                
                221,889
                
                
                543,263Insurance
                
                
                54,280
                
                
                26,910
                
                
                81,190Rent
                
                
                52,130
                
                
                19,605
                
                
                71,734Utilities
                
                
                41,757
                
                
                126
                
                
                41,885Bank
                    Charges
                
                
                10,967
                
                
                5,423
                
                
                17,170Miscellaneous
                
                
                (28,685
                )
                
                (833
                )
                
                (29,519
                )Forgiveness
                    of Debt
                
                
                (6,496
                )
                
                (6,839
                )
                
                (32,215
                )Accretion
                
                
                2,041
                
                
                0
                
                
                2,041Depreciation
                
                
                89,626
                
                
                13,050
                
                
                102,676Total
                    Operating Expense
                
                
                5,357,283
                
                
                2,958,347
                
                
                8,461,193Other:Non-operating
                    Income
                
                
                (58,934
                )
                
                0
                
                
                (58,934
                )Interest
                    expense
                
                
                64,751
                
                
                6,838
                
                
                71,589Non-operating
                
                
                56,951
                
                
                0
                
                
                56,951Total
                    Other
                
                
                62,768
                
                
                6,838
                
                
                69,606**NET
                    LOSS FOR PERIOD**
                
                **$**
                **(5,420,051**
                **)**
                **$**
                **(2,965,185**
                **)**
                **$**
                **(8,530,799**
                **)**
 BASIC
                      AND DILUTED LOSS PER SHARE
                  
                  $
                  (0.17
                  )
                  $
                  (0.11
                  )WEIGHTED
                        AVERAGE SHARES OUTSTANDING
                  
                  
                  32,281,358
                  
                  
                  26,188,158
  The
          accompanying notes are an integral part of these consolidated financial
          statements.
 F-4
 **Bullion
          River Gold Corp.**
 **(An
            Exploration Stage Company)**
 **Consolidated
            Cash Flow**
 **Twelve
                        Months Ended**
                    
                    **From
                        Inception,****December
                        31**
                    
                    **June
                        29, 2001 to****2005**
                    
                    **2004**
                    
                    **December
                        31, 2005****CASH
                        FLOW FROM OPERATING ACTIVITIES**Net
                        Loss for the Period
                    
                    $
                    (5,420,051
                    )
                    $
                    (2,965,185
                    )
                    $
                    (8,530,799
                    )Adjustment
                        to Reconcile net loss to net cashused
                        in operating activities:Depreciation
                        Expense
                    
                    
                    89,626
                    
                    
                    13,050
                    
                    
                    102,676Accretion
                        Expense
                    
                    
                    2,041
                    
                    
                    -
                    
                    
                    2,041Gain
                        on Extinguishment of Debt
                    
                    
                    (6,496
                    )
                    
                    (6,839
                    )
                    
                    (32,215
                    )Common
                        Stock issued for services and related expense
                    
                    
                    
                    
                    
                    128,650
                    
                    
                    128,650Changes
                        in operating assets and liabilities:(Increase)
                        Decrease in Prepaids
                    
                    
                    (305,129
                    )
                    
                    (89,184
                    )
                    
                    (394,395
                    )(Increase)
                        Decrease in Inventory
                    
                    
                    (66,404
                    )
                    
                    -
                    
                    
                    (66,404
                    )(Increase)
                        Decrease in Deposits
                    
                    
                    (440,176
                    )
                    
                    -
                    
                    
                    (440,176
                    )Increase
                        (Decrease) in Accounts Payable/Accrued
                    
                    
                    (207,925
                    )
                    
                    522,757
                    
                    
                    322,976Increase
                        (Decrease) in Other current liabilities
                    
                    
                    71,950
                    
                    
                    -
                    
                    
                    71,950Increase
                        (Decrease) in Reclamation Obligation
                    
                    
                    101,000
                    
                    
                    -
                    
                    
                    101,000**NET
                        CASH USED IN OPERATING ACTIVITIES**
                    
                    
                    (6,181,564
                    )
                    
                    (2,396,751
                    )
                    
                    (8,734,696
                    )NET
                        CASH USED IN INVESTING ACTIVITIESPurchase
                        of fixed assets
                    
                    
                    (285,714
                    )
                    
                    (109,615
                    )
                    
                    (395,330
                    )**NET
                        CASH USED IN INVESTING ACTIVITIES**
                    
                    
                    (285,714
                    )
                    
                    (109,615
                    )
                    
                    (395,330
                    )NET
                        CASH USED IN FINANCING ACTIVITIESAdvance
                        payable
                    
                    
                    -
                    
                    
                    84,572
                    
                    
                    118,880Loans
                        from related parties
                    
                    
                    13,453
                    
                    
                    -
                    
                    
                    13,453Loan
                        payable
                    
                    
                    (100,000
                    )
                    
                    70,000
                    
                    
                    170,000Cash
                        proceeds from sale of common shares
                    
                    
                    6,530,176
                    
                    
                    2,473,385
                    
                    
                    9,078,561Cash
                        proceeds from shares subscribed
                    
                    
                    387,500
                    
                    
                    -
                    
                    
                    387,500Offering
                        Costs
                    
                    
                    (513,580
                    )
                    
                    -
                    
                    
                    (513,580
                    )**NET
                        CASH USED IN FINANCING ACTIVITIES**
                    
                    
                    **6,317,549**
                    
                    
                    **2,627,957**
                    
                    
                    **9,254,814**Effect
                        of exchange rate changes on cash
                    
                    
                    1,186
                    
                    
                    (1,186
                    )
                    
                    -**INCREASE
                        (DECREASE) IN CASH**
                    
                    
                    (148,543
                    )
                    
                    **120,405**
                    
                    
                    **124,788**CASH,
                        BEGINNING OF THE PERIOD (January 1)
                    
                    
                    273,331
                    
                    
                    152,926
                    
                    
                    -**CASH,
                        END OF PERIOD**
                    
                    **$**
                    **124,788**
                    
                    **$**
                    **273,331**
                    
                    **$**
                    **124,788**
  The
            accompanying notes are an integral part of these consolidated financial
            statements.
 F-5
  **BULLION
              RIVER GOLD CORP.**
 **CONSOLIDATED
              STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE LOSS**
 **(An
              Exploration Stage Company)**
 **For
              the Years Ended December 31, 2005, 2004, and the period from Inception
              June 29,
              2001 to December 31, 2005**
 
 
 **Deficit****Common
                        Shares Subscribed**
                    
                    **Accumulated**
                    
                    **Accumulated****Common
                        Stock Issued**
                    
                    **Additional**
                    
                    
                    
                    
                    
                    **During
                        the**
                    
                    **Other****Number
                        of**
                    
                    
                    
                    **Paid
                        in**
                    
                    **Number
                        of**
                    
                    
                    
                    **Development**
                    
                    **Comprehensive****Shares**
                    
                    **Amount**
                    
                    **Capital**
                    
                    **Shares**
                    
                    **Amount**
                    
                    **Stage**
                    
                    **Income**
                    
                    **Total****Balance,
                        June 29, 2001**
                    
                    
                    -
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -Issuance
                        of common sharesfor
                        cash, August 8, 2001
                    
                    
                    1,000,000
                    
                    
                    1,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    1,000Issuance
                        of common sharesfor
                        cash, December 6, 2001
                    
                    
                    1,400,000
                    
                    
                    1,400
                    
                    
                    12,600
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    14,000Net
                        loss, for the twelve month periodended,
                        December 31, 2001
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (1,000
                    )
                    
                    -
                    
                    
                    (1,000
                    )**Balance,
                        December 31, 2001**
                    
                    
                    **2,400,000**
                    
                    
                    **2,400**
                    
                    
                    **12,600**
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    **(1,000**
                    **)**
                    
                    **-**
                    
                    
                    **14,000**Issuance
                        of common shares for cash,November
                        26 to December 16, 2002
                    
                    
                    208,500
                    
                    
                    208
                    
                    
                    20,642
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    20,850Net
                        loss, for the twelve month periodended,
                        December 31, 2002
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (43,348
                    )
                    
                    -
                    
                    
                    (43,348
                    )**Balance,
                        December 31, 2002**
                    
                    
                    **2,608,500**
                    
                    
                    **2,608**
                    
                    
                    **33,242**
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    **(44,348**
                    **)**
                    
                    **-**
                    
                    
                    **(8,498**
                    **)**Issuance
                        of common sharesfor
                        cash, January 7, 2003
                    
                    
                    95,000
                    
                    
                    95
                    
                    
                    9,405
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    9,500Issuance
                        of common sharesfor
                        cash, January 9, 2003
                    
                    
                    80,000
                    
                    
                    80
                    
                    
                    7,920
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    8,000Issuance
                        of common sharesfor
                        cash, February 7, 2003
                    
                    
                    110,000
                    
                    
                    110
                    
                    
                    10,890
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    11,000Issuance
                        of common sharesfor
                        cash, February 18, 2003
                    
                    
                    106,500
                    
                    
                    107
                    
                    
                    10,543
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    10,650Net
                        loss for the three month periodCommons
                        shares cancelled,December
                        2, 2003
                    
                    
                    (2,000,000
                    )
                    
                    (2,000
                    )
                    
                    2,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -Issuance
                        of nine for one commonstock
                        dividend, December 9, 2003
                    
                    
                    9,000,000
                    
                    
                    9,000
                    
                    
                    (9,000
                    )
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -Net
                        loss for the twelve month periodended,
                        December 31, 2003
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (101,215
                    )
                    
                    -
                    
                    
                    (101,215
                    )**Balance,
                        December 31, 2003**
                    
                    
                    **10,000,000**
                    
                    
                    **10,000**
                    
                    
                    **65,000**
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    **(145,563**
                    **)**
                    
                    **-**
                    
                    
                    **(70,563**
                    **)**Issuance
                        of one and one half for onecommon
                        stock dividend, January 13, 2004
                    
                    
                    15,000,003
                    
                    
                    15,000
                    
                    
                    (15,000
                    )
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -Issuance
                        of common shares forfinders
                        fee, March 18, 2004
                    
                    
                    25,000
                    
                    
                    25
                    
                    
                    28,725
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    28,750Issuance
                        of common shares forconsulting
                        fees, March 18, 2004
                    
                    
                    30,000
                    
                    
                    30
                    
                    
                    34,470
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    34,500Issuance
                        of common shares for propertyoption
                        payment, March 18, 2004
                    
                    
                    30,000
                    
                    
                    30
                    
                    
                    34,470
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    34,500Common
                        stock subscribed January 19, 2004
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    125,000
                    
                    
                    125,000
                    
                    
                    
                    
                    
                    
                    
                    
                    125,000Common
                        stock subscribed March 25, 2004
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    850,000
                    
                    
                    850,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    850,000Net
                        loss, for the three month periodended,
                        March 31, 2004
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -Issuance
                        of 850,000 units for cash,Reg
                        S, April 15, 2004
                    
                    
                    850,000
                    
                    
                    850
                    
                    
                    849,150
                    
                    
                    (850,000
                    )
                    
                    (850,000
                    )
                    
                    -
                    
                    
                    -
                    
                    
                    -Issuance
                        of 125,000 units for cash,Reg
                        S, April 30, 2004
                    
                    
                    125,000
                    
                    
                    125
                    
                    
                    124,875
                    
                    
                    (125,000
                    )
                    
                    (125,000
                    )
                    
                    -
                    
                    
                    -
                    
                    
                    -Issuance
                        of common shares forconsulting
                        fees, July 20, 2004
                    
                    
                    30,000
                    
                    
                    30
                    
                    
                    30,870
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    30,900Issuance
                        of 50,000 units for cash,Reg
                        S, July 20, 2004
                    
                    
                    50,000
                    
                    
                    50
                    
                    
                    49,950
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    50,000Issuance
                        of 200,000 units for debt,Reg
                        S, September 16, 2004
                    
                    
                    200,000
                    
                    
                    200
                    
                    
                    199,800
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    200,000Issuance
                        of 93,334 units for debt,Reg
                        S, September 29, 2004
                    
                    
                    93,334
                    
                    
                    94
                    
                    
                    69,906
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    70,000Issuance
                        of 1,000,001 units for cash,Reg
                        S, September 29, 2004
                    
                    
                    1,000,001
                    
                    
                    1,000
                    
                    
                    749,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    750,000Issuance
                        of 299,000 units for cash,Reg
                        S, November 16, 2004
                    
                    
                    299,000
                    
                    
                    299
                    
                    
                    223,951
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    224,250Issuance
                        of 183,333 units for cash,Reg
                        D, December 9, 2004
                    
                    
                    183,333
                    
                    
                    183
                    
                    
                    135,817
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    136,000Issuance
                        of 2,000 shares for finders fees,Reg
                        D, December 9, 2004
                    
                    
                    2,000
                    
                    
                    2
                    
                    
                    1,498
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    1,500Issuance
                        of 501,333 units for cash,Rule
                        144, December 29, 2004
                    
                    
                    501,333
                    
                    
                    501
                    
                    
                    317,384
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    317,885Issuance
                        of 25,000 units for cash,Reg
                        S, December 22, 2004
                    
                    
                    25,000
                    
                    
                    25
                    
                    
                    18,725
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    18,750Net
                        loss, for the twelve month periodended,
                        December 31, 2004
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (2,965,185
                    )
                    
                    -
                    
                    
                    (2,965,185
                    )Foreign
                        currency translation adjustments
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (1,186
                    )
                    
                    (1,186
                    )**Balance,
                        December 31, 2004**
                    
                    
                    **28,444,004**
                    
                    
                    **28,444**
                    
                    
                    **2,918,591**
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    **(3,110,748**
                    **)**
                    
                    **(1,186**
                    **)**
                    
                    **(164,899**
                    **)**
   F-6
  **Common
                        Stock
                        Issued**
                    
                    **Additional**
                    
                    **Common
                        Shares**
                      **Subscribed**
                    
                    **Deficit**
                      **Accumulated**
                      **During
                        the**
                    
                    **Accumulated**
                      **Other****Number
                        of**
                    
                    
                    
                    **Paid
                        in**
                    
                    **Number
                        of**
                    
                    
                    
                    **Development**
                    
                    **Comprehensive****Shares**
                    
                    **Amount**
                    
                    **Capital**
                    
                    **Shares**
                    
                    **Amount**
                    
                    **Stage**
                    
                    **Income**
                    
                    **Total**Issuance
                        of 90,000 units for cashReg
                        S, Feb 2, 2005
                    
                    
                    90,000
                    
                    
                    90
                    
                    
                    67,410
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    67,500Issuance
                        of 290,000 units for cashReg
                        D, Feb 2, 2005
                    
                    
                    200,000
                    
                    
                    200
                    
                    
                    149,800
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    150,000Issuance
                        of 50,000 units for cashReg
                        S, February 16,2005
                    
                    
                    50,000
                    
                    
                    50
                    
                    
                    37,450
                    
                    
                    -
                    
                    
                    -
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    37,500Issuance
                        of 481,000 units for cashReg
                        S, March 22, 2005
                    
                    
                    481,000
                    
                    
                    481
                    
                    
                    360,269
                    
                    
                    -
                    
                    
                    -
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    360,7503,390,599
                        Units Subscribed during Februaryand
                        March 2005
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    3,390,599
                    
                    
                    2,542,951
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    2,542,951Share
                        issue costs incurred during Februaryand
                        March 2005
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (193,330
                    )
                    
                    -
                    
                    
                    -
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    (193,330
                    )Common
                        stock issued April 29, 2005
                    
                    
                    1,796,673
                    
                    
                    1,855
                    
                    
                    1,345,646
                    
                    
                    (1,796,673
                    )
                    
                    (1,347,501
                    )
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    -Common
                        stock issued May 2, 2005
                    
                    
                    1,437,236
                    
                    
                    1,436
                    
                    
                    1,076,489
                    
                    
                    (1,437,236
                    )
                    
                    (1,077,925
                    )
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    -Common
                        stock issued May 5, 2005
                    
                    
                    466,668
                    
                    
                    466
                    
                    
                    349,534
                    
                    
                    (156,690
                    )
                    
                    (117,525
                    )
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    232,475Share
                        Issue costs incurred during Q2
                    
                    
                    **-**
                    
                    
                    -
                    
                    
                    (7,600
                    )
                    
                    -
                    
                    
                    -
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    (7,600
                    )Common
                        stock issued October 18, 2005
                    
                    
                    1,790,000
                    
                    
                    1,790
                    
                    
                    893,210
                    
                    
                    -
                    
                    
                    -
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    895,000For
                        CashCommon
                        stock issued October 20, 2005
                    
                    
                    464,000
                    
                    
                    464
                    
                    
                    231,536
                    
                    
                    -
                    
                    
                    -
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    232,000For
                        CashCommon
                        stock subscribed October 31, 2005
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    75,000
                    
                    
                    37,500
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    37,500For
                        services renderedCommon
                        stock issued November 28, 2005
                    
                    
                    1,244,000
                    
                    
                    1,244
                    
                    
                    620,756
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    622,000For
                        CashCommon
                        stock issued December 16, 2005
                    
                    
                    2,780,000
                    
                    
                    2,780
                    
                    
                    1,387,220
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    1,390,000For
                        CashCommon
                        stock subscribed December 16, 2005
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    400,000
                    
                    
                    200,000
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    200,000For
                        CashCommon
                        stock subscribed December 29, 2005
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    50,000
                    
                    
                    25,000
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    25,000For
                        CashCommon
                        stock subscribed December 31, 2005
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    250,000
                    
                    
                    125,000
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    125,000For
                        services renderedShare
                        Issue costs incurred during Q4
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (411,458
                    )
                    
                    -
                    
                    
                    -
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    (411,458
                    )Foreign
                        currency translation adjustments
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    1,186
                    
                    
                    1,186Net
                        Loss for the twelve month periodended,
                        December 31, 2005
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (5,420,051
                    )
                    
                    -
                    
                    
                    (5,420,051
                    )**Balance
                        December 31, 2005**
                    
                    
                    **39,243,581**
                    
                    **$**
                    **39,300**
                    
                    **$**
                    **8,825,523**
                    
                    
                    **775,000**
                    
                    **$**
                    **387,500**
                    
                    **$**
                    **(8,530,799**
                    **)**
                    **$**
                    **-**
                    
                    **$**
                    **721,524**The
                        accompanying notes are an integral part of these consolidated
                        financial
                        statements.
  
 F-7




**Note
      1 - ORGANIZATION AND NATURE OF OPERATION**




**NATURE
      OF OPERATIONS**


Bullion
      River Gold 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 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. (collectively, the
“ **Subsidiaries** ”).





On
      January 20, 2004, the Company changed its name to “Bullion River Gold Corp.”





From
      January 9, 2004 to February 23, 2004, Bullion River Gold, through the
      Subsidiaries, acquired seven separate option agreements .
      In February
      2004 Bullion River Gold staked and registered its 100% interest in 41 unpatented
      mineral claims in the Painted Hills district in Humboldt County. 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. In August 2005, the Company entered into an agreement
      with the Stump Family Trust (“Stump”) to explore, develop, and mine 1 patented
      lode mining claim ("Colorado Quartz Mine”), which is adjacent to French Gulch. See
      “Business of Bullion River” for more information.





**EXPLORATION
      STATE ACTIVITIES**


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




**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 2004 consolidated financial statements have been reclassified
      to
      conform to the 2005 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.





**INVENTORIES**


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





F-8


**ACCOUNTING
      ESTIMATES**


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





**CONCENTRATION
      OF CREDIT RISK**


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





**REVENUE
      RECOGNITION**


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





**INCOME
      TAXES**


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





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


Basic
      loss per share includes no dilution and is computed by dividing net loss by
      the
      weighted average number of outstanding common shares during the year. Diluted
      earnings per share reflect the potential dilution of securities that would
      occur
      if securities or other contracts (such as stock options and warrants) to issue
      common stock were exercised or converted into common stock. At December 31,
      2005, 2004, and 2003 the Company had no options outstanding. At December 31,
      2005, the Company had 14,980,225 warrants outstanding. At December 31, 2004,
      the
      Company had 3,192,468 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**


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





Furniture
            5
                years


Equipment
            2
                to 6 years


Telephone
              System
            5
                years


Computer
              Hardware
            3
                years


Computer
              Software
            2
                years





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





F-9


**COMPREHENSIVE
      INCOME**


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





**MINERAL
      PROPERTY OPTION PAYMENTS AND EXPLORATION COSTS**


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




**IMPAIRMENT
      OF LONG-LIVED ASSETS**


Long-lived
      assets are reviewed for impairment whenever events or changes in circumstances
      indicate that the carrying amount of an asset may not be recoverable. The
      Company recognizes impairment of long-lived assets in the event that the net
      book value of such assets exceeds the future undiscounted cash flows attributed
      to such assets. No impairment of long-lived assets was recognized for the years
      ended December 31, 2005, 2004 and 2003.





**CLOSURE,
      RECLAMATION AND REMEDIATION COSTS**


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





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




**FORGIVENESS
      OF DEBT**


At
      December 31, 2005 the Company recorded forgiveness of debt in the amount of
      $6,496. At December 31, 2004, the Company recorded forgiveness of debt in the
      amount of $6,839. These were all recorded as a credit to operation expense
      because the transactions were not considered to be unusual or infrequent. This
      was interest on short term loans that was forgiven.








**NOTE
      3 - LOANS PAYABLE**




As
      of
      December 31, 2005, the Company had loans payable totaling $13,453.





At
      June
      30, 2005, the Company had a short term loan payable totaling $15,000 with
      Kristie Kuhn, wife of the Company’s President Peter Kuhn. This loan was paid in
      full on November 2, 2005.





On
      June
      22, the Company entered into a short term loan totaling $15,000 with Centennial
      Development Corp. This loan was interest free and unsecured. This loan was
      paid
      in full on October 24, 2005.




On
      June
      30, the Company entered into a short term loan totaling $55,000 with Centennial
      Development Corp. This loan was interest free and unsecured. This loan was
      paid
      in full on November 9, 2005.





On
      July
      11, 2005, the Company entered into a 30-day free interest in the amount of
      $15,000 with Centennial Development Corp. The interest was 1.5% monthly. This
      loan was paid in full on November 9, 2005.




F-10


On
      July
      18, 2005, the Company entered into a 30-day free interest in the amount $32,000
      with Centennial Development Corp. The interest was 1.5% monthly. This loan
      was
      paid in full on November 9, 2005.





On
      July
      29, 2005, the Company entered into a 30-day free interest in the amount $32,000
      with Centennial Development Corp. The interest is 1.5% monthly. This loan was
      paid in full on December 1, 2005.





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. Terms were zero days free
      interest, interest accruing at 1.15% per month, $25,000 loan fee. This loan
      principal and fees were paid in full on October 21, 2005. Interest of $13,453
      was paid on January 3, 2006.





On
      August
      31, 2005, the Company entered into a 30-day free interest in the amount of
      $30,000 with Centennial Development Corp. The interest was 1.5% monthly. This
      loan was paid in full on December 1, 2005.





On
      September 6, 2005, the Company entered into a 30-day free interest in the amount
      of $25,000 with Centennial Development Corp. The interest is 1.5% monthly.
      This
      loan was paid in full on December 1, 2005.





On
      September 13, 2005, the Company entered into a 30-day free interest in the
      amount of $6,000 with Centennial Development Corp. The interest is 1.5% monthly.
      This loan was paid in full on December 1, 2005.





On
      September 23, 2005, the Company entered into a 30-day free interest in the
      amount of $50,000 with Centennial Development Corp. The interest is 1.5%
      monthly. This loan was paid in full on December 1, 2005.





On
      September 27, 2005, the Company entered a loan agreement with a 3 rd party in
      the amount of $90,000 due on November 30, 20005. Terms were zero days free
      interest, interest accruing at 1.0% per month. This loan was paid in full on
      November 1, 2005.





On
      September 30, 2005, the Company entered a loan agreement with a 3 rd party in
      the amount of $50,000 due on November 30, 2005. Terms are zero days free
      interest, interest accruing at 1.0% per month. This loan was paid in full on
      November 2, 2005.





At
      December 31, 2004, there was a $100,000 short term, interest free, and
      unsecured, which was repaid in the first quarter 2005.





During
      the year ending December 31, 2004, the Company entered into a loan payable
      in
      the amount of $70,000. During the year, the Company converted this loan payable
      into common stock of the Company at $0.75 per share.








**NOTE
      4 - RECLAMATION ASSET AND OBLIGATION**





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





The
      accretion of the reclamation obligation liability is being recorded as a
      separate operating expense in the Company's statement of operations with a
      corresponding increase in the reclamation liability.





French
      Gulch





In
      connection with the new reclamation permit obtained in December 2005, the
      Company increased its estimated reclamation costs based on the new operating
      plan for the French Gulch property in the amount of $61,000. Accretion expense
      related to the reclamation obligation for the year ended December 31, 2005
      was
      nil.





F-11


North
      Fork




The
      initial reclamation permit was put in place in March 2004. In May of 2005,
      the
      Company posted a supplemental reclamation permit based on its updated operating
      plan. The total reclamation obligation related to this property has been
      estimated at $23,260. At an accretion rate of 6%, the Company expensed $1,670
      for accretion and increased its total reclamation obligation to
      $24,930.





The
      following is a description of the changes to the Company's reclamation liability
      and expenses as of December 31, 2005:


Estimated
                  Reclamation Expense (Exploration)French
                  Gulch
              
              $
              71,200North
                  Fork
              
              $
              29.800Reclamation
                  Obligation subtotal before Accretion
              
              $
              101,000Reclamation
                  Obligation
              
              
              
              
              $
              (101,000
              )North
                  Fork Accretion expense
              
              $
              2,041Increase
                  to Reclamation Obligation
              
              
              
              
              $
              (2,041
              )Total
                  Reclamation Obligation
              
              
              
              
              $
              (103,041
              )






**NOTE
      5 - COMMON STOCK**





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





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





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





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





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





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





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





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





On
      February 6, 2004, the Company approved an offering for two million units at
      a
      price of $1.00 per unit to qualified subscribers. Each unit consists of one
      restricted common share and one restricted share purchase warrant. Each
      restricted warrant enables the qualified subscriber to purchase one additional
      restricted common share at a price of $1.50 for a period of two years. On
      November 17, 2004, the term for exercising all warrants issued under the
      February 6, 2004 offering was extended from two to three years.





F-12


Bullion
      River relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of
      Regulation S. Management is satisfied that the requirements of the exemption
      from the registration and prospectus delivery requirements of the Securities
      Act
      of 1933 have been fully complied with, which exemption is specified by the
      provisions of Section 4(2) of that Act and Regulation S promulgated pursuant
      to
      that Act by the Securities and Exchange Commission. Bullion River received
      from
      the lender 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. The offer to settle
      was not made or accepted in the United States and the share certificates
      representing the shares and the warrant certificates representing the warrants
      have been legended with the applicable trading restrictions.




Management
      was satisfied that the requirements of the exemption from the registration
      and
      prospectus delivery requirements of the Securities Act of 1933 were fully
      complied with, which exemption is specified by the provisions of Section 4(2)
      of
      that Act and Rule 506 Regulation D promulgated pursuant to that 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 and the warrant
      certificates representing the warrants have been legended with the applicable
      trading restrictions.





On
      March
      18, 2004, Bullion River Gold 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. 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, Bullion River Gold 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 of 1933. The Company issued 25,000 restricted common shares
      as a finder’s fee for locating the Painted Hills Property. Upon issuance of
      these shares, the Company recorded a consulting expense of $28,750. The Company
      issued 30,000 restricted common shares as a consultant fee pursuant to the
      terms
      and conditions of a consultant agreement between Bullion River Gold and Jacob
      Margolis. Upon issuance of these shares, the Company recorded a consulting
      expense of $34,500. Jacob Margolis was in possession of all material information
      relating to Bullion River Gold. 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
      March
      25, 2004, Bullion River Gold received subscription agreements for an aggregate
      $850,000 in subscription funds for a total of 850,000 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 convertible into one
      restricted common share. The restricted warrant was exercisable for two years
      at
      an exercise price of $1.50 per warrant. The net proceeds to Bullion River Gold
      were $850,000 and received in April 2004.





On
      April
      30, 2004, Bullion River Gold raised $125,000 in cash from the $1.00 unit
      offering, Reg S, and issued an aggregate 125,000 restricted units to one
      subscriber.





On
      July
      20, 2004, Bullion River Gold 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 of 1933. 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. Upon issuance of these shares, the Company recorded a consulting
      expense of $30,900. 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
      July
      20, 2004, Bullion River Gold raised $50,000 in cash from the $1.00 unit
      offering, Reg S, and issued an aggregate 50,000 restricted units to one
      subscriber.





F-13


On
      September 8, 2004, Bullion River Gold 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. The 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 Bullion River Gold and had no
      relationship to its assets, book value, revenues or other established criteria
      of value. All the restricted units issued in this offering were issued for
      investment purposes in a “private transaction”.





On
      September 29, 2004, Bullion River Gold 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
      September 29, 2004, Bullion River Gold raised $750,000 in cash from the $0.75
      unit offering, Reg S, and issued an aggregate 1,000,001 restricted units to
      three subscribers.





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 16, 2004, Bullion River Gold raised $224,250 in cash from the $0.75
      unit offering, Reg S, and issued an aggregate 299,000 restricted units to eleven
      subscribers.





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, Bullion River Gold raised $137,500 in cash from the $0.75
      unit offering, Reg D, and issued an aggregate 183,333 restricted units to two
      subscribers.





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





On
      December 22, 2004, Bullion River Gold raised $18,750 in cash from the $0.75
      unit
      offering, Reg S, and accepted a subscription from one subscriber for 25,000
      restricted units. The shares were subsequently issued on January 5, 2005.





On
      December 29, 2004, Bullion River Gold raised $376,000 in cash from the $0.75
      unit offering, Rule 144, and issued an aggregate 501,333 restricted units to
      2
      subscribers.





On
      February 2, 2005, Bullion River Gold raised $67,500 in cash from the $0.75
      unit
      offering, Reg S, and issued an aggregate 90,000 restricted units to 2
      subscribers.





On
      February 2, 2005, Bullion River Gold raised $150,000 in cash from the $0.75
      unit
      offering, Reg D, and issued an aggregate 200,000 restricted units to one
      subscriber.





On
      February 16, 2005, Bullion River Gold raised $37,500 in cash from the $0.75
      unit
      offering, Reg S, and issued an aggregate 50,000 restricted units to one
      subscriber.





On
      March
      22, 2005, Bullion River Gold raised $360,750 in cash from the $0.75 unit
      offering, Reg S, and issued an aggregate 481,000 restricted units to seven
      subscribers.





On
      April
      29, 2005, Bullion River Gold raised $147,500 in cash from the $0.75 unit
      offering, Reg S, and issued an aggregate 196,667 restricted units to 6
      subscribers.





On
      April
      29, 2005, Bullion River Gold raised $1,200,001 in cash from the $0.75 unit
      offering, Reg D, and issued an aggregate 1,600,006 restricted units to 17
      subscribers.





On
      May 2,
      2005, Bullion River Gold raised $465,475 in cash from the $0.75 unit offering,
      Reg S, and issued an aggregate 620,634 restricted units to 10
      subscribers.





On
      May 2,
      2005, Bullion River Gold raised $612,450 in cash from the $0.75 unit offering,
      Reg D, and issued an aggregate 816,602 restricted units to 7
      subscribers.





On
      May 5,
      2005, Bullion River Gold raised $350,000 in cash from the $0.75 unit offering,
      Reg D, and issued an aggregate 466,668 restricted units to 2 subscribers.





F-14


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





On
      October 18, 2005, Bullion River Gold raised $145,000 in cash from the $0.50
      unit
      offering, Reg S, and issued an aggregate 290,000 restricted units to 6
      subscribers.





On
      October 18, 2005, Bullion River Gold raised $750,000 in cash from the $0.50
      unit
      offering, Reg D, and issued an aggregate 1,500,000 restricted units to 6
      subscribers.





On
      October 20, 2005, Bullion River Gold raised $232,000 in cash from the $0.50
      unit
      offering, Reg S, and issued an aggregate 464,000 restricted units to 10
      subscribers.





On
      November 29, 2005, Bullion River Gold raised $447,000 in cash from the $0.50
      unit offering, Reg S, and issued an aggregate 894,000 restricted units to 7
      subscribers.





On
      November 29, 2005, Bullion River Gold raised $175,000 in cash from the $0.50
      unit offering, Reg D, and issued an aggregate 350,000 restricted units to 2
      subscribers.





On
      December 16, 2005, Bullion River Gold raised $1,120,000 in cash from the $0.50
      unit offering, Reg S, and issued and aggregate 2,240,000 restricted units to
      6
      subscribers.





On
      December 16, 2005, Bullion River Gold raised $270,000 in cash from the $0.50
      unit offering, Reg D, and issued and aggregate 540,000 restricted units to
      5
      subscribers.








**NOTE
      6 - STOCK OPTIONS AND WARRANTS**





At
      December 31, 2005 the Company had the following warrants
      outstanding:





Date
            Number
                of
              Warrants
            Exercise
                Price
            Expiry
                Date15-Apr-04
            850,000
            
            $1.50
            15-Apr-0730-Apr-04
            125,000
            
            $1.50
            30-Apr-0720-Jul-04
            50,000
            
            $1.50
            20-Jul-0729-Sep-04
            1,293,335
            
            $1.00
            29-Sep-0716-Nov-04
            299,000
            
            $1.00
            16-Nov-0710-Dec-04
            185,333
            
            $1.00
            10-Dec-0716-Dec-04
            63,467
            
            $1.00
            16-Dec-0730-Dec-04
            501,333
            
            $1.00
            30-Dec-075-Jan-05
            25,000
            
            $1.00
            5-Jan-082-Feb-05
            290,000
            
            $1.00
            2-Feb-0816-Feb-05
            50,000
            
            $1.00
            16-Feb-0822-Mar-05
            481,000
            
            $1.00
            22-Mar-0814-Apr-05
            155,280
            
            $1.00
            14-Apr-0829-Apr-05
            1,804,273
            
            $1.00
            29-Apr-082-May-05
            1,437,236
            
            $1.00
            2-May-085-May-05
            466,668
            
            $1.00
            5-May-0818-Oct-05
            1,984,000
            
            $0.75
            18-Oct-0820-Oct-05
            510,400
            
            $0.75
            20-Oct-0728-Nov-05
            1,366,500
            
            $0.75
            28-Nov-0716-Dec-05
            3,042,400
            
            $0.75
            16-Dec-07Total
            14,980,225





F-15


**A
      summary of the status of the Company’s stock warrants as of December 31, 2005
      and 2004 and changes during the year is presented below:**





WeightedAverageShares
            
            Exercise
                PriceOutstanding,
                December 31, 2003
            
            
            -
            
            $
            -Granted
                through equity financing.
            
            
            3,367,468
            
            $
            1.20Outstanding,
                December 31, 2004
            
            
            3,367,468
            
            $
            1.20Granted
                through equity financing.
            
            
            11,612,757
            
            $
            0.87Outstanding,
                December 31, 2005
            
            
            14,980,225
            
            $
            0.96








**NOTE
      7 - MINERAL PROPERTY OPTIONS**





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





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





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





On
      October 6, 2004 the Company entered into a formal exploration agreement, with
      option to purchase the Washington Niagara property from the Washington-Niagara
      Partnership (“WN Partnership”). Under the terms of this agreement, the Company
      (1) has been granted the exclusive right to explore the Washington Niagara
      Property until September 30, 2005 (2) paid $15,000 in outstanding county taxes
      (3) is required to pay option payments of $50,000 on each of June 1 and August
      1, 2005 (4) pay all State and Federal claim and maintenance fees and to carry
      liability insurance of $1 million (5) can exercise its option to purchase the
      property any time up to October 1, 2005. If French Gulch exercises its option
      to
      purchase, it is required to make bimonthly option payments of $50,000 until
      production commences. Once production commences French Gulch will be required
      to
      make bimonthly payments of $175,000. Ownership of the Property will transfer
      to
      French Gulch once the aggregate amount of option payments made total $1,500,000.





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





The
      Company has staked
      an
      additional 66 (sixty-six) unpatented claims
      in the French Gulch district  to
      properly secure and encompass areas of known gold mineralization. We
      have named
      these newly staked claims, along with the Washington - Niagara
      property, the “ French
      Gulch" properties. The 66 claims staked by French Gulch are 100%-owned by French
      Gulch and are not subject to the agreement with the WN Partnership.





On
      May
      19, 2005, the Company exercised it option with the Washington Niagara Mining
      Partnership to purchase the patented and unpatented mining claims, the mill,
      and
      other personal property. At that time, the first bi-monthly payment of $50,000
      was made less credits of $36,438.07 for a total of $13,561.93.





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.





F-16


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





At
      December 31, 2005, the Company had made all payments and complied with all
      of
      the terms of the option related to the Washington Niagara
      agreement.





**North
      Fork Mining Corp.**





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





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




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


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





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





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





At
      December 31, 2005, the Company was in compliance with all of the terms of the
      option agreement.




**Antone
      Canyon Property**





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





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





At
      December 31, 2005 all required option payments have been paid and the Company
      has complied with all of the terms of the option agreement.





F-17


**Corcoran
      Canyon Mining Corp.**





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





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





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





At
      December 31, 2005, the Company was not in compliance with all of the terms
      of
      the option agreement because it had not made all of the required minimum
      exploration expenditures for the year ending February 28, 2005. A verbal
      agreement has been made with the owner to continue exploration in 2006, which
      will bring the overall agreement into compliance.





**Cimarron
      Mining Corp.**





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





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





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





At
      December 31, 2005, the Company was not in compliance with all of the terms
      of
      the option agreement because it had not made the required minimum exploration
      expenditures for the year ending August 22, 2005. A verbal agreement has been
      made with the owner to continue exploration in 2006, which will bring the
      overall agreement into compliance.




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


F-18


As
        of
        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.





**Painted
      Hills Claims**





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





As
      of
      December 31, 2005, the Company has paid claim maintenance fees to the BLM on
      10
      claims. We expect to pay the fees on the remaining 31 claims as soon as
      possible.








**Note
      8 - Contractual Obligations/Commitments**





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


**Bullion
                      River Gold Corp.****Commitment
                      Schedule****For
                      year ending December 31:*****Option
                      Payments***
                  
                  
                  **2006**
                  
                  
                  **2007**
                  
                  
                  **2008**
                  
                  
                  **2009**
                  
                  
                  **2010**
                  
                  
                  **2011**
                  
                  
                  **2012**
                  
                  
                  **2013**Antone
                      Canyon
                  
                  $
                  40,000
                  
                  $
                  40,000
                  
                  $
                  40,000
                  
                  $
                  40,000
                  
                  $
                  40,000
                  
                  $
                  40,000
                  
                  $
                  40,000
                  
                  $
                  40,000Corcoran
                      Canyon
                  
                  
                  60,843
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Cimarron
                  
                  
                  94,556
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -North
                      Fork
                  
                  
                  72,000
                  
                  
                  120,000
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -French
                    Gulch
                  
                  
                  302,500
                  
                  
                  302,500
                  
                  
                  302,500
                  
                  
                  303,500
                  
                  
                  303,500
                  
                  
                  303,500
                  
                  
                  304,500
                  
                  
                  304,500Wenban
                    Spring
                  
                  
                  -
                  
                  
                  150,000
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Mission
                      Mine
                  
                  
                  100,000
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -$
                  669,899
                  
                  $
                  612,500
                  
                  $
                  342,500
                  
                  $
                  343,500
                  
                  $
                  343,500
                  
                  $
                  343,500
                  
                  $
                  344,500
                  
                  $
                  344,500***Lease
                      Obligations***
                  
                  
                  **2006**
                  
                  
                  **2007**
                  
                  
                  **2008**
                  
                  
                  **2009**
                  
                  
                  **2010**
                  
                  
                  **2011**
                  
                  
                  **2012**
                  
                  
                  **2013**Corporate
                      Office Lease
                  
                  $
                  78,402
                  
                  $
                  94,260
                  
                  $
                  97,088
                  
                  $
                  100,000
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -North
                      Fork Office / Housing
                  
                  
                  12,298
                  
                  
                  12,667
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Equipment
                  
                  
                  164,051
                  
                  
                  164,051
                  
                  
                  145,905
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -$
                  254,751
                  
                  $
                  270,978
                  
                  $
                  242,992
                  
                  $
                  100,000
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -***Other
                      Obligations***
                  
                  
                  **2006**
                  
                  
                  **2007**
                  
                  
                  **2008**
                  
                  
                  **2009**
                  
                  
                  **2010**
                  
                  
                  **2011**
                  
                  
                  **2012**
                  
                  
                  **2013***Loan
                      Obligations*
                  
                  $
                  13,453
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -*Consulting
                      Obligations*
                  
                  
                  89,990
                  
                  
                  998
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -$
                  103,443
                  
                  $
                  998
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -Total
                      Commitments
                  
                  $
                  1,028,093
                  
                  $
                  884,476
                  
                  $
                  585,492
                  
                  $
                  443,500
                  
                  $
                  343,500
                  
                  $
                  343,500
                  
                  $
                  344,500
                  
                  $
                  344,500
 Includes
          new obligations after December 31, 2005.
  **Lease
          Commitments**
 On
          April
          12, 2005, the Company entered into a lease agreement for a copier/printer
          for a
          48-month term to April 30, 2009. Payment under this agreement is $221 per
          month.


F-19


On
      April
      19, 2005, the Company entered into a rental agreement for office/housing space
      for the North Fork property. Payments under this agreement will be $1,025 per
      month for 2006.





On
      October 3, 2005, the Company entered into a third party agreement to lease
      (2)
      Caterpillar IT28G loaders for a period of 36 months in the amount of $5,736
      per
      month. These will be used at French Gulch and North Fork.





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




On
        January 19, 2006, Bullion River Gold Corp entered into an option agreement
        with
        Senator Minerals “Senator”, a Vancouver based mineral exploration company
        (TSX-V: SNR) for two properties, the Cortez South and the Gold Valley property,
        located in Lander County. These two properties are directly adjacent to the
        south of Bullion River’s Wenban Spring property. The Cortez South property
        consists of 30 mineral claims and the Gold Valley property consists of 24
        mineral claims. For each property option, Bullion River will pay to Senator
        $10,000.00 in cash and 125,000 restricted shares of Bullion River. Bullion
        River
        is obliged to spend $150,000.00 in exploration including all maintenance
        fees
        over the next two years in order to obtain a 51 % ownership in the claims.
        By
        spending another $200,000.00, Bullion River can increase its ownership to
        76
        %.  After
        that, the partners have to spend on a $350,000 to $110,000 basis (Bullion
        River
        to Senator) or get diluted accordingly. Once a partner has less than 10 %
        ownership, it can elect a three percent NSR. The properties are so-called
        ‘grassroots’ properties, no significant exploration has been done to this point.
 
 On
        February 14, 2006, the Company entered into an agreement to lease office
        space
        commencing on April 1, 2006 and ending on March 31, 2009. This agreement
        was
        sought out to accommodate the growing support needs of the company and to
        reduce
        the rental cost per square foot. Payments under this agreement:
 
 ·
              $6,000
                  per month from April 1 to June 30, 2006·
              $7,855
                  per month from July 1, 2006 to March 31, 2007·
              $8,091
                  per month from April 1, 2007 to March 31, 2008·
              $8,333
                  per month from April 1, 2008 to March 31,
                  2009
 
 On
        February 15, 2006, the Company entered into a third agreement to lease an
        Elphinstone R-1300 loader for a period of 36 months in the amount of $6,776
        per
        month. This equipment will be used at French Gulch.
  On
        February 18, 2006, the Company entered into an exploration agreement with
        an
        option to purchase the “Mission Mine” from TKM Corporation. The property
        consists of 26 unpatented lode mining claims situated in Riverside County,
        California. In order to maintain this agreement, the Company shall make the
        following payments to TKM Corp.
 
 1.
              Non-refundable
                  $10,000 payment on February 18, 2006 to enter into
                  agreement.2.
              $40,000
                  payment on February 24, 2006 for the right to explore the property
                  through
                  August 31, 2006.3.
              $50,000
                  payment on September 1, 2006 for the right to explore the property
                  from
                  September 1, 2006 untilSeptember
                  1, 2009.
 
 TKM
        grants Bullion River Gold the exclusive right and option to purchase the
        property as follows:
 
 1.
              Option
                  executed up until August 31, 2007 - $1.5 million.2.
              Option
                  executed from September 1, 2007 to August 31, 2008 - $2.0
                  million.3.
              Option
                  executed from September 1, 2008 to August 31, 2009 - $2.5
                  million.4.
              In
                  addition to the dollar amount defined above, the purchase price
                  shall
                  include a 2 1⁄2% Net Smelter Return Royaltyfor
                  the first three years of production from
                  property.
 
 On
        March
        1, 2006, the Company entered into an agreement with a third party to provide
        regular monthly Information Technology support to maintain system and data
        integrity. This is a 12-month agreement with payments of $499 per month.
        This
        will reduce hourly service rates.
   F-20


**Consulting
      Agreements**





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





On
      September 22, 2005, the Company entered into a third party investor relations
      service agreement to present Bullion River Gold in Germany and other European
      countries for disseminating investor relations information and creating
      awareness of Bullion River Gold in the European financial community. This
      contract began October 1, 2005 and will continue for 12 months. Payments under
      this agreement are EUR1000 per month. This contract was terminated on December
      20, 2005.





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





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





**NOTE
      9 - RELATED PARTY TRANSACTIONS**





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





During
      the month of June, the Company borrowed $15,000 from Kristi Kuhn, the spouse
      of
      the Company president. The Company paid the debt off in November. (See above
      section related to Loans Payable.)





During
      the year, the Company borrowed a total of $760,000 from Centennial Development
      Co. At 12/31/05 the Company is indebted to Centennial Development Co. in the
      amount of $13,453. This company is controlled by Peter M. Kuhn, president of
      Bullion River. (See above section related to Loans Payable.)


**NOTE
        10 - FOREIGN EXCHANGE ADJUSTMENTS**
 
 At
        December 31, 2005, 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 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 taken to miscellaneous
        expense.


F-21


**NOTE
        11 - INCOME TAXES**




Deferred
        taxes are provided on a liability method whereby deferred tax assets are
        recognized for deductible temporary differences and operating loss and tax
        credit carry-forwards and deferred tax liabilities are recognized for taxable
        temporary differences. Temporary differences are the differences between
        the
        reported amounts of assets and liabilities and their tax bases. Deferred
        tax
        assets are reduced by a valuation allowance when, in the opinion of management,
        it is more likely that not that some portion or all of the deferred tax assets
        will not be realized. Deferred tax assets and liabilities are adjusted for
        the
        effects of changes in tax laws and rates on the date of enactment.
 
 Net
        deferred tax assets consist of the following components as of December 31,
        2005
        and 2004.
 2005
                
                2004Deferred
                    tax assets:NOL
                    Carryover
                
                $
                2,824,086
                
                $
                984,425Deferred
                    tax liabilities:Depreciation
                
                
                (287,885
                )
                
                (53,337
                )Valuation
                    allowance
                
                
                (2,536,201
                )
                
                (931,088
                )Net
                    deferred tax asset
                
                $
                -
                
                $
                -


The
          income tax provision differs from the amount of income tax determined by
          applying the U.S. federal income tax rate of 39% to pretax income from
          continuing operations for the years ended December 31, 2005 and 2004 due
          to the
          following:
 2005
                  
                  2004Book
                      loss
                  
                  $
                  (2,107,146
                  )
                  $
                  (1,156,425
                  )Accrual
                      Adjustment
                  
                  
                  -
                  
                  
                  776ExplorationCapitalization
                  
                  
                  465,705
                  
                  
                  282,103M&E
                  
                  
                  13,000Reclamation
                  
                  
                  32,860Other
                  
                  
                  (9,532
                  )
                  
                  -Amortization
                  
                  
                  
                  
                  
                  (25,488
                  )Valuation
                      allowance
                  
                  
                  1,605,113
                  
                  
                  899,034Net
                      tax provision
                  
                  $
                  -
                  
                  $
                  -




At
          December 31, 2005, the Company had net operating loss carryforwards of
          approximately
 $7,000,000
          that may be offset against future taxable income from the year 2005 through
          2025. No tax benefit has been reported in the December 31, 2005 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 carryforwards for Federal income tax reporting purposes are subject to
          annual limitations. Should a change in ownership occur, net operating loss
          carryforwards may be limited as to use in future years.





**NOTE
      12 - GOING CONCERN**





As
      shown
      in the accompanying financial statements, the Company has incurred significant
      operating losses since inception, and as of December 31, 2005, 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 revenue derived from bulk
      sampling. However, there is no assurance that the Company will be able to obtain
      additional financing from investors or private lenders or that bulk sampling
      of
      ore will be successful.


F-22


The
      Company’s ability to achieve and maintain profitability and positive cash flow
      is dependent upon its ability to locate a profitable mineral property, generate
      revenues from 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 tonnage
      potential or that the Company will commence commercial production should they
      find projects meeting their specification. 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.





From
      January 1-23, 2006, the company raised an additional $3.493 million as part
      of
      the October 2005 private offering. It is estimated that these additional funds
      will be adequate to complete the bulk sample phase at French Gulch and maintain
      additional corporate support through May 2006.




NOTE 13 - SUBSEQUENT EVENTS





On
      January 3, 2006, the Company issued 400,000 restricted units at $0.50 per unit
      under Reg D for cash of $200,000 to one subscriber as part of the October 2005
      offering. These units are being registered in the SB2 filed on January 24,
      2006.





On
      January 3, 2006, the Company issued 50,000 restricted units at $0.50 per unit
      under Reg S for cash of $25,000 to one subscriber as part of the October 2005
      offering. These units are being registered in the SB2 filed on January 24,
      2006.





On
      January 6, 2006, the Company signed an investor communication services contract
      with a 3 rd party
      for investor communication services in Europe that started in January 2006
      and
      will end December 2007. Per terms of the contract, the Company will issue
      200,000 restricted units at $0.50 per unit under Reg S within 4 months of the
      contract date.





On
      January 18, 2006, the Company issued 50,000 restricted units at $0.50 per unit
      under Reg S for cash of $25,000 to one subscriber as part of the October 2005
      offering. These units are being registered in the SB2 filed on January 24,
      2006.





On
      January 19, 2006, the Company issued 50,000 restricted units at $0.50 per unit
      under Reg S for cash of $25,000 to one subscriber as part of the October 2005
      offering. These units are being registered in the SB2 filed on January 24,
      2006.





On
      January 23, 2006, the Company issued 6,434,000 restricted units at $0.50 per
      unit under Reg S for cash of $3,217,000 to 21 subscribers as part of the October
      2005 offering. These units are being registered in the SB2 filed on January
      24,
      2006.





On
      January 23, 2006, the Company issued 210,000 restricted units at $0.50 per
      unit
      under Reg D for cash of $105,000 to one subscriber as part of the October 2005
      offering. These units are being registered in the SB2 filed on January 24,
      2006.





On
      January 23, 2006, the Company issued 115,000 restricted units at $0.50 per
      unit
      under Reg S for investor communication services related to a 3 rd party
      contract. These units are being registered in the SB2 filed on January 24,
      2006.





On
      January 23, 2006, the Company issued 135,000 restricted units at $0.50 per
      unit
      under Reg S for investor communication services to related to a 3 rd party
      contract. These units are being registered in the SB2 filed on January 24,
      2006.





On
      January 23, 2006, the Company issued 75,000 restricted units at $0.50 per unit
      under Reg D for investor communication services related to the terms of a
      contract termination. These units are being registered in the SB2 filed on
      January 24, 2006.





On
      January 23, 2006, the Company issued 1,883,960 units of common shares as part
      of
      an anti-dilution clause in the Reg D securities purchase agreement and 193,834
      units of common shares as part of an oral agreement with certain Reg S
      securities purchasers from a prior private offering. In the prior offering,
      common shares were sold for $0.75 per share. The current private offering is
      at
      $0.50 per share, so the prior offering’s quantity of shares issued was adjusted
      to reflect the reduced price. These units are being registered in the SB2 filed
      on January 24, 2006.


F-23


On
      January 23, 2006, the Company issued 3,986,689 warrants to purchase common
      shares as part of an anti-dilution clause in the Reg D securities purchase
      agreements from a prior private offering. In the prior offering common share
      equivalents (warrants) were sold for $1.00 per share. The current private
      offering of a common share is at $0.50 per share, so the prior offering’s
      warrants were adjusted to reflect the reduced price.These
      units are being registered in the SB2 filed on January 24,
      2006.




On
      January 23, 2006, the Company issued 129,222 warrants to purchase common shares
      as part of an oral agreement with certain Reg S securities purchase agreements
      related to anti-dilution adjustments from a prior private offering. In the
      prior
      offering, warrants had an exercise price of $1.00 per share. The current private
      offering for the warrant exercise price is $0.75 per share, so the prior
      offering’s warrants were adjusted to reflect the reduced price. These units are
      being registered in the SB2 filed on January 24, 2006.





On
      January 24, 2006, the Company filed an SB2 to register 13,472,000 common shares
      purchased in the private offering from about October 14, 2005 through January
      23, 2006, 325,000 common shares issued to service providers, and 2,077,794
      common shares per anti-dilution agreements with a prior private offering.
      15,874,794 total common shares are to be registered in this SB2.





On
      January 19, 2006, Bullion River Gold Corp entered into an option agreement
      with
      Senator Minerals “Senator”, a Vancouver based mineral exploration company
      (TSX-V: SNR) for two properties, the Cortez South and the Gold Valley property,
      located in Lander County. These two properties are directly adjacent to the
      south of Bullion River’s Wenban Spring property. The Cortez South property
      consists of 30 mineral claims and the Gold Valley property consists of 24
      mineral claims. For each property option, Bullion River will pay to Senator
      $10,000.00 in cash and 125,000 restricted shares of Bullion River. Bullion
      River
      is obliged to spend $150,000.00 in exploration including all maintenance fees
      over the next two years in order to obtain a 51 % ownership in the claims.
      By
      spending another $200,000.00, Bullion River can increase its ownership to 76
      %.
      After that, the partners have to spend on a $350,000 to $110,000 basis (Bullion
      River to Senator)or get diluted accordingly. Once a partner has less than 10
      %
      ownership, it can elect a three percent NSR. The properties are so-called
‘grassroots’ properties, no significant exploration has been done to this point.





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




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


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


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


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




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




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




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


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


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




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




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


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


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


4.
            In
                addition to the dollar amount defined above, the purchase price shall
                include a 2 1⁄2% Net Smelter Return Royalty
              for
                the first three years of production from
                property.





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





On
      March
      13, 2006, the Company entered an option agreement with a third party to purchase
      102 acres of land in French Gulch, California for the purpose of employee
      housing, warehousing, and mine administrative offices. The option period was
      from March 13, 2006 through July 12, 2006. Purchase deposit was $5,000. The
      Company was to use the option period to determine whether the land could be
      approved for all required permits for zoning, sewer, water, power, etc. 
Subsequently, the zoning could not be changed for commercial purposes and the
      contract was cancelled. The Company has forfeited 50% ($2,500) of the purchase
      deposit.




F-24