<PAGE>


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

                                 AMENDMENT NO. 1
                                       TO
                                   FORM 10-KSB

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

         For the fiscal year ended December 31, 2007

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

         For the transition period from _____________ to ____________

                          Commission File No. 333-85414

                            BULLION RIVER GOLD CORP.
                            ------------------------
                 (Name of Small Business Issuer in its Charter)

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

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

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

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

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

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

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


<page>

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

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

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

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

                   Issuers Involved in Bankruptcy Proceedings
                           During the past Five Years

         Not Applicable.

                      Applicable Only to Corporate Issuers

Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date: April 10, 2008 - 90,832,219


                       Documents Incorporated by Reference

         See Part III, Item 13.

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


<PAGE>

FORWARD LOOKING STATEMENTS

This Amendment No. 1 to the Annual Report on Form 10-KSB for the year ended
December 31, 2007, including the discussion of the business of Bullion River
Gold Corp. ("BULLION RIVER", "BLRV", the "COMPANY", "we", "us", and "our".),
management's discussion and analysis of financial condition and results of
operations contain "forward-looking" statements within the meaning of United
States federal securities laws. Certain information contained or incorporated by
reference in this Amendment to the Annual Report, including the information set
forth as to the future financial or operating performance of Bullion River,
constitutes "forward-looking statements". These statements may be identified by
their use of words like "plans", "expect", "aim", "believe", "projects",
"anticipate", "intend", "estimate", "will", "should", "could", "contemplate",
"target", "continue", "budget", "may", "schedule", and other similar expressions
that indicate future events and trends and identify forward-looking statements.
All statements, other than historical statements of fact, that address
expectations or projections about the future, including statements about Bullion
River's strategy for growth, product development, market position, expenditures
and financial results, are forward-looking statements.

These forward-looking statements involve a number of risks and uncertainties,
including, but not limited to, those discussed in these paragraphs. Factors that
could cause future results to differ from these expectations include general
economic conditions particularly related to demand for Bullion Rivers' products
and services; changes in business strategy; competitive factors; pricing
pressures; changes in operating expenses; fluctuation in foreign currency
exchange rates; inability to attract or retain key personnel; and other factors
described in Bullion River's filings with the Securities and Exchange
Commission. The results that Bullion River achieves may differ materially from
any forward-looking statements due to these risks and uncertainties. The
forward-looking statements in this Amendment No. 1 to the Form 10-KSB for the
fiscal year ended December 31, 2007, are subject to risks and uncertainties that
could cause actual results to differ materially from this results expressed in
or implied by the statements contained in this report.

As a result, the identification and interpretation of data and other information
and their use in developing and selecting assumptions from and among reasonable
alternatives requires the exercise of judgment. To the extent that the assumed
events do not occur, the outcome may vary substantially from anticipated or
projected results, and accordingly, no opinion is expressed on the achievability
of those forward-looking statements. No assurance can be given that any of the
assumptions relating to the forward-looking statements specified in the
following information are accurate. All forward-looking statements are made as
of the date of filing of this Amendment No. 1 to the Form 10-KSB and Bullion
River disclaims any duty to update any such forward-looking statements.

Bullion River may, from time to time, make oral forward-looking statements.
Bullion River strongly advises that the above paragraphs and the risk factors
described in the Annual Report filed with the Securities and Exchange Commission
on April 15, 2008, and in Bullion River's other documents filed with the United
States Securities and Exchange Commission should be read for a description of
certain factors that could cause the actual results of Bullion River to
materially differ from those in the oral forward-looking statements. Bullion
River disclaims any intention or obligation to update or revise any oral or
written forward-looking statements whether as a result of new information,
future events or otherwise.

<PAGE>

EXPLANATORY NOTE

Bullion River Gold Corp. (the "Company") is filing this Amendment No. 1 on Form
10-KSB/A to its Annual Report on Form 10-KSB for the year ended December 31,
2007 (the "Amendment"), filed with the U.S. Securities and Exchange
Commission on April 15, 2008 (the "Original Filing"), to amend Item 6
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." The Original Filing contained typographical errors and editing
comments in the "Liquidity and Financial Condition" paragraphs.

The other portions of the Original Filing are unaffected by the changes
described above and have not been amended. This Amendment relates solely to Item
6 and specifically for the matters noted. All information in the Amendment is as
of the date of the Original Filing and does not reflect any subsequent
information or events occurring after the date of the Original Filing. The
filing of this Amendment to our Annual Report on Form 10-KSB shall not be deemed
an admission that the Original Filing included any untrue statement of a
material fact or omitted to state a material fact necessary to make a statement
not misleading.

<PAGE>

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

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

2007 OVERVIEW AND 2008 OUTLOOK

Summary
-------

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

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

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

                                       1
<PAGE>

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

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

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

FRENCH GULCH NEVADA MINING CORP

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

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

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

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

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

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

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

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

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

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

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

                                       2
<PAGE>

NORTH FORK MINING CORP

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

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

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

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

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

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

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

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

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

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

ANTONE CANYON MINING CORP

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

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

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

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

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

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

CORCORAN CANYON MINING CORP

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

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

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

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

                                       3
<PAGE>

On June 16, 2006 the Company and Silver Quest Resources LTD and Silver Quest
Resources (US) LTD (together "Silver Quest") entered into a joint venture
exploration agreement for the property. The agreement provides for Silver Quest
to acquire an initial 51% interest in the property by making cash payments of
$250,000, issuing 400,000 shares, and incurring $1,500,000 in exploration and
development expenditures over a three year period. Silver Quest can increase its
interest to 75%, by paying an additional $1.0 million, issuing an additional
500,000 shares, and incurring an additional $1.75 million (U.S.) in
expenditures. As of December 31, 2007, Silver Quest had made all cash payments
due to the Company and has issued the 200,000 common shares of Silver Quest to
stay in compliance with all of the terms of the option agreement.

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

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

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

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

<TABLE>
<S>     <C>

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

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

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

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

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

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

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

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


                                       4
<PAGE>

WENBAN SPRING MINING CORP

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

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

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

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

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

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

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

MISSION MINE PROJECT

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

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

Since entering into the exploration agreement, the Company has located an
additional 71 claims in the district to cover a series of old mines, veins,
prospects, adits, and shafts. Three of the old mines, which were recently
acquired by staking, had mills which produced gold from the ore.

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

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

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

                                       5
<PAGE>

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

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

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

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

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

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

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

RESULTS OF OPERATIONS

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

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

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

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

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

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



                                       6
<PAGE>

LIQUIDITY AND FINANCIAL CONDITION

CASH AND WORKING CAPITAL

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

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

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

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

However, our management determined in its discretion to apply the net proceeds
of that offering to pay down certain short and long term debt obligations of the
Company, some of which were overdue, and were a burden on the Company's
operational and fiscal planning. Accordingly the Company has not made all of the
mine exploration and infrastructure upgrades it intended to make at the time of
the press release. Nonetheless, the Company is continuing to upgrade its
facilities as necessary and will continue to make infrastructure upgrades in
accordance with the mine operating plan.

INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY

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

CRITICAL ACCOUNTING POLICIES

MINERAL PROPERTIES

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

RECLAMATION AND ABANDONMENT COSTS

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

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



                                       7
<PAGE>

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

STOCK OPTIONS

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

CONTRACTUAL OBLIGATIONS

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

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

ENVIRONMENTAL

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

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

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

INFLATION

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

UNCERTAINTIES RELATING TO FORWARD LOOKING STATEMENTS

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




                                       8
<PAGE>

SIGNATURES


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


                                        BULLION RIVER GOLD CORP.


                                        By:   /S/ PETER M. KUHN
                                              ----------------------------------
                                              Name: Peter M. Kuhn
                                              Title: President, Principal
                                              Executive Officer, Principal
                                              Financial Officer, Secretary, and
                                              Director
                                              Dated: April 16, 2008


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

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

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

                                 President, Principal Executive Officer, Principal Financial           April 16, 2008
      /S/ PETER M. KUHN           Officer, Secretary, and a Member of the Board of Directors
-----------------------------


   /S/ DR. ING. JORG OTZEN                     Member of the Board of Directors                        April 16, 2008
-----------------------------
</TABLE>





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