**UNITED
STATES**


**SECURITIES
AND EXCHANGE COMMISSION**


**Washington,
D.C. 20549**





**FORM
10-KSB**








**[
      X ]**
    **ANNUAL
      REPORT UNDER SECTION 13 0R 15(****d****)
      OF THE SECURITIES EXCHANGE ACT OF
1934**





For the
fiscal year ended  **December
31, 2004**





**[  
      ]**
    **TRANSITION
      REPORT UNDER SECTION 13 0R 15(****d****)
      OF THE SECURITIES EXCHANGE ACT OF
1934**





For the
transition period from    **** to


Commission
file number








**BULLION
      RIVER GOLD CORP.**(Name
      of Small Business Issuer in its charter)








Incorporated
      in the State of Nevada
      (State
      or other jurisdiction of incorporation or organization)
    **98-0377992**
      (I.R.S.
      Employer Identification No.)1325
      Airmotive Way, Suite 325, Reno, Nevada
      (Address
      of principal executive offices)
    89502
      (Zip
      Code)





Issuer’s
telephone number: **775-324-4881**








Securities
registered pursuant to Section 12(b) of the Act:


**Title
      of each class**
    **Name
      of each exchange on which registered**None
    N/A








Securities
registered pursuant to Section 12(g) of the Act:








**common
      shares - $0.001 par value**(Title
      of Class)





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the last 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. **[
x ] Yes [  ] No**





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of 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. **[ 
]**





State
issuer’s revenues for its most recent fiscal year.   $
nil




***Page
- 1***





State the
aggregate market value of the voting and non-voting common equity held by **non-affiliates** computed
by reference to the price at which the common equity was sold, or the average
bid and asked price of such common equity, as of a specified date within the
past 60 days: **$24,757,376
as of March 30, 2005 ($1.16 close)**





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date.





**Class**
    **Outstanding
      at March 22, 2005**common
      shares - $0.001 par value
    29,264,991





Documents
incorporated by reference: Exhibit 2.1 (Articles of Incorporation) and Exhibit
2.2 (By-laws) both filed as exhibits to Bullion River’s registration statement
on Form SB-2 filed on May 13, 2002; Exhibit 10.1 (Antone Canyon Assignment
Agreement) filed as an exhibit to Bullion River’s Form 8-K (Current Report)
filed on January 28, 2004; Exhibit 10.2 (Corcoran Canyon Assignment Agreement)
filed as an exhibit to Bullion River’s Form 8-K (Current Report) filed on March
2, 2004; Exhibit 10.3 (Cimarron Assignment Agreement) filed as an exhibit to
Bullion River’s Form 8-K (Current Report) filed on March 3, 2004; Exhibit 10.4
(Thomas Creek Assignment Agreement) filed as an exhibit to Bullion River’s Form
8-K (Current Report) filed on March 8, 2004; and Exhibit 10.5 (North Fork
Assignment Agreement) filed as an exhibit to Bullion River’s Form 8-K (Current
Report) filed on March 9, 2004.





Transitional
Small Business Disclosure Format (Check one): **Yes [   ] No [ x ]**








***Page
- 2***





**PART
I**





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





**(a)**
    **Business
      Development**





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.





On
December 9, 2003, five Nevada subsidiaries of Bullion River were incorporated
and sold to Bullion River. These subsidiaries are Antone Canyon Mining Corp.,
Cimarron Mining Corp., Corcoran Canyon Mining Corp., North Fork Mining Corp.,
and Thomas Creek Mining Corp. (collectively, the “Subsidiaries”). From January
9, 2004 to February 23, 2004, Bullion River, through the Subsidiaries, acquired
seven separate option agreements . Also, in
February 2004 Bullion River staked and registered its 100% interest in 41
unpatented mineral claims in the Painted Hills district in Humboldt County,
Nevada. See
“Business of Bullion River” and “Management’s Discussion and Analysis or Plan of
Operations” below for more information.





On
January 20, 2004, Bullion River changed its name to “Bullion River Gold Corp.”
Bullion River has an authorized capital of 200,000,000 common shares with a par
value of $0.001 with 29,264,991 common shares currently issued and
outstanding.





On June
23, 2004, Bullion River entered into a letter agreement, whereby it proposed to
acquire a 100% interest in the Washington Niagara Partnership by acquiring an
option to buy all the outstanding partnership units for an aggregate purchase
price of $1,500,000.





On August
17, 2004, Bullion River staked an additional 21 mineral claims in the French
Gulch district in Shasta County, California. On September 30, 2004 French Gulch
Mining Corp., another wholly owned subsidiary of Bullion River was incorporated
in the state of Nevada to conduct a surface and underground drilling campaign on
the Washington Niagara property and French Gulch claims.





On
September 28, 2004, Thomas Creek Mining Corp. changed its name to Wenban Spring
Mining Corp. During
June 2004, Bullion River acquired a 100% interest in the Wenban property by
staking claims covering approximately 7.25 square miles in the Cortez Hills
region of Nevada. Also, d uring the
period ended September 30, 2004 Bullion River terminated its option on the
Thomas Creek property.





Bullion
River 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 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 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 nor any of the Subsidiaries have 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’s
business.





**(b)**
    **Business
      of Bullion River**





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 13. Exhibits and Reports on Form 8-K” and the exhibits
attached to the Form 8-K’s filed by Bullion River 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 intends to try to remove any mineralized material, if economically viable.
If mineralized material is found on any of Bullion River’s mineral exploration
projects and removal is warranted, and Bullion River does not have the adequate
working capital to do so, Bullion River will have to sell additional common
shares or borrow money to finance the cost of removing the mineralized material.
There is no assurance that Bullion River will have the working capital to remove
the mineralized material from its mineral exploration projects, if warranted,
and there is no assurance Bullion River will be able to raise additional working
capital through equity or debt financing.




***Page
- 3***




**(1)**  **Antone
Canyon Property**




On
January 9, 2004, Antone Canyon Mining Corp. (“Antone Canyon”) 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 “Antone Canyon Property”). The
option was assigned from Golden Spike Mining, a Nevada corporation, for an
assignment fee of $146,142. Antone Canyon paid for the assignment fee by way of
a loan from Bullion River. See Exhibit 10.1 for more information.





Peter M.
Kuhn is a director and the president of both Bullion River and Antone Canyon and
a director and the president of Golden Spike Mining.





On
December 12, 2002, Golden Spike Mining entered into an option agreement with the
owner of the mineral claims, Antone Canyon, LLC (“LLC”), who was and is an arms’
length party to the transactions. The option agreement includes the initial 19
unpatented mineral claims optioned by LLC and an additional 41 unpatented
mineral claims staked and registered by Golden Spike in the name of LLC in
accordance with the terms of the option agreement and which now form an
additional part of the optioned mineral claims and are subject to the terms and
conditions of the option agreement.





Since
December 12, 2002, Golden Spike Mining made all option payments to LLC,
including a $20,000 payment on December 12, 2002 and a $20,000 payment on
December 12, 2003, and incurred in excess of $90,000 of property expenditures on
the optioned mineral claims. Golden Spike Mining has represented that it has
fulfilled all of its obligations under the option agreement and LLC has
consented to the assignment of the option agreement.





The
option agreement is for a term of 10 years and expires on December 11, 2012. In
order to maintain the option in good standing, Antone Canyon is required to pay
LLC an annual payment of $40,000 on or before December 12 of each year until the
expiration of the option or until Antone Canyon exercises the option in
accordance with the terms and conditions of the option agreement.





If, and
when, Antone Canyon exercises the option, it will have to choose one of the
three exercise options, which are (1) $4,000,000 cash, (2) $400,000 cash plus a
3% net smelter return granted to LLC, or (3) $2,500,000 cash plus a 1% net
smelter return granted to LLC. Upon exercising the option, Antone Canyon will
have a 100% interest in each of the 60 mineral claims.





For more
information and details on the Antone Canyon Property see “Management’s
Discussion and Analysis or Plan of Operations” below beginning on page
27.




**(2)**  **Corcoran
Canyon Property**




On
February 18, 2004, Corcoran Canyon Mining Corp. (“Corcoran Canyon”) 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, for an assignment fee of $43,596.
Corcoran Canyon paid for the assignment fee by way of a loan from Bullion River.
See Exhibit 10.2 for more information.





In
addition to the assignment of the option agreement, Golden Spike Mining
transferred all of its right, title and interest in 89 contiguous unpatented
mineral claims to Corcoran Canyon.





Peter M.
Kuhn is a director and president of Bullion River and the sole director and
officer of Corcoran Canyon and a director and the president of Golden Spike
Mining.





On
February 28, 2003, Golden Spike Mining entered into an option agreement with the
owner of the mineral claims, Brancote US Inc. (“Brancote”), who was and is an
arms’ length party to the transactions. The option agreement includes the
initial 41 unpatented mineral claims that were optioned by Brancote and that are
subject to the terms and conditions of the option agreement.





Golden
Spike Mining has made all option payments to Brancote, including a $2,000
payment on December 4, 2002. Golden Spike Mining has represented that it has
fulfilled all of its obligations under the option agreement, with the exception
of the minimum exploration expenditures. Corcoran Canyon has approved a work
program of $223,500 to be completed during the third quarter of
2005.




***Page
- 4***





During
the year ended December 31, 2004, Corcoran Canyon spent $105,479 on exploration,
including option payments, BLM and county fees and insurance, on the Corcoran
Canyon property. At February 28, 2005 Corcoran Canyon had spent $5,429 of the
required $50,000 on exploration and was not in compliance with the terms of the
option agreement.





The
option agreement is for a term of 3 years and expires on February 28, 2006. In
order to maintain the option in good standing, Corcoran Canyon is required to
pay all annual lease maintenance fees and to incur exploration expenditures of
at least $50,000 in each year.





If, and
when, Corcoran Canyon exercises the option, it will have to pay Brancote an
additional $200,000 option payment and grant the owner a 2% net smelter royalty
on the mineral claims. Corcoran Canyon can repurchase half of the 2% net smelter
royalty (1% NSR) for a payment of $1 million to Brancote at any time after the
granting of the 2% net smelter royalty.





For more
information and details on the Corcoran Canyon Property see “Management’s
Discussion and Analysis or Plan of Operations” below beginning on page
24.




**(3)**  **Cimarron
Property**




On
February 19, 2004, Cimarron Mining Corp. (“Cimarron”) was assigned an option to
acquire a 100% undivided interest in 30 unpatented mineral claims located in Nye
County in the State of Nevada. The option was assigned from Golden Spike Mining,
a Nevada corporation, for an assignment fee of $13,468. Cimarron paid for the
assignment fee by way of a loan from Bullion River. See Exhibit 10.3 for more
information.





Peter M.
Kuhn is a director and president of Bullion River and the sole director and
officer of Cimarron and a director and the president of Golden Spike Mining.




***Page
- 5***





On August
22, 2003, Golden Spike Mining entered into an option agreement with the owner of
the mineral claims, Brancote US Inc. (“Brancote”), who was and is an arms’
length party to the transactions. The option agreement included the initial 24
unpatented mineral claims optioned by Brancote and an additional 6 unpatented
mineral claims previously optioned to Brancote in accordance with the terms of a
previous option agreement dated June 1, 1994. On June 1, 2004, the previous
option agreement dated June 1, 1994 expired and along with Cimarron’s interest
in the 6 unpatented mineral claims.





Golden
Spike Mining has made all option payments to Brancote, including a $2,000
payment on February 4, 2003. Golden Spike Mining has represented that it has
fulfilled all of its obligations under the option agreement. Golden Spike had
until August 22, 2004 to incur a minimum exploration expenditure of $50,000 on
the mineral claims, but failed to meet the minimum exploration expenditures.
Brancote has consented to the assignment of the option agreement.





The
option agreement provides for a term of three years that expires on August 22,
2006. In order to keep the option in good standing, Cimarron is required to pay
all annual lease maintenance fees and to incur exploration expenditures of at
least $50,000 in each year.




If, and
when, Cimarron exercises the option, it will have to pay Brancote
an additional $200,000 option payment and grant the owner a 1% net smelter
royalty on the mineral claims. Cimarron can repurchase half of the 1% net
smelter royalty (0.5% NSR) for a payment of $500,000 to Brancote.




For more
information and details on the Cimarron Property see “Management’s
Discussion and Analysis or Plan of Operations” below beginning on page
28.




**(4)**  **Wenban
Spring Property**




On
February 20, 2004, Thomas Creek Mining Corp. (“Thomas Creek”) was assigned an
option to acquire a 100% undivided interest in 76 unpatented mineral claims
located in Eureka County in the State of Nevada. The option was assigned from
Golden Spike Mining, a Nevada corporation, for an assignment fee of $53,740.
Thomas Creek paid for the assignment fee by way of a loan from Bullion River.
See Exhibit 10.4 for more information.





On
September 28, 2004, Thomas Creek Mining Corp. changed its name to Wenban Spring
Mining Corp. During
June 2004, Bullion River acquired a 100% interest in the Wenban property by
staking claims covering approximately 7.25 square miles in the Cortez Hills
region of Nevada. Also, d uring the
period ended September 30, 2004 Bullion River terminated its option on the
Thomas Creek property





Peter M.
Kuhn is a director and president of Bullion River and the sole director and
officer of Wenban Spring and a director and the president of Golden Spike
Mining.





For more
information and details on the Wenban Spring Property see “Management’s
Discussion and Analysis or Plan of Operations” below beginning on page
25.




**(5)**  **North
Fork Property**




On
February 23, 2004, 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, for an
assignment fee of $129,115. North Fork paid for the assignment fee by way of a
loan from Bullion River. Also, 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.





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.





On July
1, 2002, Golden Spike Mining entered into the first option agreement with the
owner of 27 unpatented mineral claims, Forest Mines, Inc., who was and is an
arms’ length party to the transaction. The first option agreement provides for a
term of five years that expires on July 3, 2007.





On July
3, 2002, Golden Spike Mining entered into the second option agreement with the
owner of 8 unpatented mineral claims, Mugwump Mining Company, Inc., who was and
is an arms’ length party to the transaction. The second option agreement
provides for a term of five years that expires on July 3, 2007.





In order
to keep these two options in good standing, North Fork is required to pay to
each owner a minimum royalty payment of (1) $250 per month in year two, (2) $500
per month in year three, (3) $1,000 per month in year four, and (4) the greater
of $5,000 per month or a 5% net smelter royalty in year five. North Fork is also
required to make all maintenance and lease payments to keep these mineral claims
in good standing during the term of the option.





If North
Fork makes all of the minimum royalty payments, then at the end of the five year
term North Fork will have acquired a 100% undivided right, title and interest in
these 35 unpatented mineral claims subject only to a 5% net smelter royalty
payable to each owner on its respective mineral claims. Royalty payments will be
required to be made until North Fork has made payments to each owner in the
aggregate of $750,000. All prior payments made by North Fork to the owners,
including all minimum royalty payments, will be deducted from the $750,000
purchase price. Also, a $10,000 option payment was made to each of the two
owners upon signing the respective option agreement. The owners have been paid
in full for the royalty payments to the end of December 2004.





On March
4, 2003, Golden Spike Mining entered into the third option agreement with the
owner of 7 unpatented mineral claims, Donald E. Williams, who was and is an
arms’ length party to the transaction. The third option agreement has no term.
To acquire an undivided 100% interest in these mineral claims, North Fork must
(1) pay the owner $10,000 upon first completing a drilling and exploration
program and deciding to continue with exploration, and (2) pay the owner $70,000
upon completing a second stage of drilling and exploration and deciding to
continue with exploration. North Fork has not yet commenced exploration work on
these claims.




Golden
Spike Mining has represented that it has fulfilled all of its obligations under
the option agreement. Each of the owners has consented to the assignment of
their respective option agreement .




For more
information and details on the North Fork Property see “Management’s
Discussion and Analysis or Plan of Operations” below beginning on page
22.




**(6)**  **Painted
Hills Property**






In
February 2004, Bullion River acquired a 100% interest in the Painted Hills
property by staking the 41 unpatented mineral claims in the Painted Hills
district in northwestern Nevada comprising 825 acres.




For more
information and details on the Painted Hills Property see “Management’s
Discussion and Analysis or Plan of Operations” below beginning on page
26.




**(7)**  **French
Gulch Property**




On June
23, 2004, Bullion River entered into a letter agreement, whereby it proposed to
acquire a 100% interest in the Washington Niagara Partnership by acquiring an
option to buy all 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 the Washington Niagara Mine and is comprised of 28 patented and 27
unpatented mineral claims (“the Washington Niagara Property”).




***Page
- 6***





During
the second quarter of 2004 Bullion River paid a non-refundable deposit of
$10,000 that gave Bullion River until September 30, 2004 to (1) complete its due
diligence on the property and (2) the exclusive right to enter into a formal
agreement to acquire the Partnership Units.





On
October 6, 2004, French Gulch (Nevada) Mining Corp. entered into an exploration
agreement with an option to purchase the Washington Niagara property from the
Washington-Niagara Mining Partnership (“WN Partnership”). Under the terms of the
agreement French Gulch (1) has been granted the exclusive right to conduct
exploration work on the Washington Niagara Property until September 30, 2005 (2)
paid $15,000 upon signing the agreement (3) is required to pay $50,000 on each
of June 1 and August 1, 2005 (4) can exercise its option to acquire the property
anytime up to October 1, 2005. If French Gulch exercises its option 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 payments made by French Gulch to the
WN Partnership total $1,500,000.





On August
17, 2004, French Gulch staked an additional 22 mineral claims in the French
Gulch district in Shasta County, California at a cost of $12,900.





For more
information and details on the Washington Niagara Property see “Management’s
Discussion and Analysis or Plan of Operations” below beginning on page 20 for
the French Gulch Property.





**Competition**





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. The gold mining industry is fragmented and Bullion River
is an infinitely small participant in the gold and silver mining market. Many of
Bullion River’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 and may have established more strategic
partnerships and relationships than Bullion River.





There is
significant competition for the limited number of gold acquisition opportunities
and, as a result, Bullion River 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 competes with other exploration companies, there is no competition
for the exploration or removal of mineralized material from Bullion River’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’s control. The factors are:





•
fluctuations in the market price for gold


•
fluctuating supplies of gold


•
fluctuating demand for gold


• mining
activities by others





If
Bullion River finds gold or silver that is deemed of economic grade and in
sufficient quantities to justify removal, Bullion River would seek additional
capital through equity or debt financing to build a mine and plant. Bullion
River would then mine the gold or silver. After mining Bullion River would
process the ore through a series of steps that produces a rough concentrate.
This rough concentrate is then 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 it may recover. However, Bullion River has not found any mineralized
material as of today and there is no assurance Bullion River will find any
mineralized material in the future.




***Page
- 7***





**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’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.





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 is required to obtain work permits from the Bureau of Land Management and
the U.S. Forest Service for any exploration work that results in a physical
disturbance to the land. Bullion River 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 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 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 will be required by the Bureau
of Land Management and with the U.S. Forest Service to undertake remediation
work on any work 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’s responsibility to provide a safe working environment, not to
disrupt archaeological sites, and conduct its activities in such a manner as to
cause unnecessary damage to the mineral exploration properties.





Bullion
River 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’s
proposed activities cannot be determined until it commences operations and knows
what that will involve from an environmental standpoint.





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





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





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




***Page
- 8***





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





Bullion
River does not have any major customers that it depends on. Bullion River is
still in the start up 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 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 lost the services of any of its current refiners.





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





Neither
Bullion River nor its subsidiaries currently own 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 trade
marks.





Bullion
River’s web sites are copyrighted upon loading. www.bullionriver.com and www.bullionrivergold.com are
registered domain names of Bullion River. Bullion River 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, 2004 Bullion River had four fulltime employees in the corporate
offices: Peter Kuhn - President, Jake Margolis - V.P. Exploration, Glenn
Blachford - V.P. Engineering, and Gary Meckler - Officer Manager.





**RISK
FACTORS**





You
should consider each of the following risk factors and the other information in
this Annual Report, including our financial statements and the related notes, in
evaluating Bullion River’s business and prospects. The risks and uncertainties
described below are not the only ones that impact on Bullion River’s business.
Additional risks and uncertainties not presently known to Bullion River or that
Bullion River currently considers immaterial may also impair its business
operations. If any of the following risks actually occur, Bullion River’s
business and financial results could be harmed. In that case, the trading price
of Bullion River’s common shares could decline.





**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 is $3,110,748. For the 12 months ended December
31, 2004, operating expenses increased by $2,863,970. See “Management Discussion
and Analysis on page 17 for more details.





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 our mineral properties. Bullion
River cannot guaranty 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.**  **Because
Bullion River’s auditors have issued a going concern opinion and because 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 doubts that Bullion River can continue as an ongoing business for the
next twelve months. Because Bullion River’s officers and directors are unwilling
to loan or advance any additional capital, Bullion River may have to suspend or
cease operations.




***Page
- 9***




**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 have 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 it will ever find any ore
reserves. Accordingly, we have no means of producing any income. Even if Bullion
River finds that there is gold or silver on the mineral claims, Bullion River
cannot guarantee that it will be able to recover any gold or silver for an ore
reserve or generate any cash flow from that ore reserve. Even if Bullion River
recovers gold or silver, it cannot guaranty 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 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 March 16, 2005, Bullion River had
cash in the amount of $218,075. Bullion River currently does not have any
operations and has no income. Bullion River’s mineral exploration programs call
for significant expenses in connection with the exploration of the respective
mineral claims. While Bullion River has sufficient funds to complete Phase 1 of
some of the proposed mineral exploration programs and for ongoing administrative
expenses, Bullion River will need to raise additional capital of approximately
$13 million to proceed with and complete all Phase 1’s of the proposed mineral
exploration programs. 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 once
exploration is complete. Bullion River currently has an offering open for up to
$5.25 million, which approximately $5 million has already been subscribed for,
but 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.




**5.**  **I** **f
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.




***Page
- 10***




**7.**  **We
may not have access to all of the supplies and materials we need for
exploration, which could cause Bullion River to delay or suspend
operations.**




Competition
and unforeseen limited sources of supplies and contractors in the industry could
result in occasional spot shortages of supplies, such as explosives, and certain
equipment such as drill rigs, bulldozers and excavators that Bullion River might
need to conduct exploration. Bullion River has not attempted to locate or
negotiate with any suppliers of products, equipment or materials. 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.




**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 extremely risky. 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 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.**




The
current price of an ounce of gold is approximately $427 and the current price of
an ounce of silver is approximately $7.15. 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. 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 operation 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.




***Page
- 11***




**12.**  **Government
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 market
prices.





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 our common stock.




***Page
- 12***





**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.**  **Our
officers and directors 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.**




Our
officers and directors have conflicts of interest in that they are officers and
directors of other mining companies. Messrs. Kuhn and Bradley’s other activities
will prevent them 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 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, 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. See
“Penny Stock rules” on page 15 for more details.





**Item
2.**  **Description
of Property.**








Bullion
River operates from its principal executive office at 1325 Airmotive Way, Suite
325, Reno Nevada. Bullion River’s telephone number is 775-324-4881. In February
2004, Bullion River leased this premise for one year for $1,800 per month. The
lease was renewed in November 2004 for a one-year extension expiring on February
28, 2006 at a rate of $1,848 per month. On November 18, 2004, Bullion River
entered into a lease agreement for additional office space for a fourteen-month
term commencing January 1, 2005 and expiring on February 28, 2006 for $2,404 per
month. The additional space was required for bringing investor communications
and accounting functions “in house” from outside consultants. Also, Bullion
River is renting an office for the operations of North Fork Mining Corp. and is
paying $975 per month from October 15, 2004 to April 30, 2005. During the fiscal
year ending December 31, 2004, Bullion River paid $19,605 for rent.





Bullion
River has also leased a storage facility in Sparks, Nevada for the diamond drill
cores from its properties. Bullion River has leased this storage until the end
of 2005 and has paid the rent in full up to date.




***Page
- 13***





In
January and February 2004, Bullion River and its Subsidiaries were assigned an
interest in various option agreements to acquire a 100% interest in an aggregate
337 unpatented mineral claims located in Nevada and 42 unpatented mineral claims
in California. See “Business of Bullion River” above and “Item 13. Exhibits and
Reports on Form 8-K” and the exhibits attached to the Form 8-K’s filed by
Bullion River regarding the acquisition of the option agreements for more
information.





In August
2004, Bullion River and its Subsidiaries staked an additional 22 mineral claims
in California. Also, in October 2004, Bullion and its Subsidiaries acquired an
option on an additional 28 patented and 27 unpatented mineral claims in
California.





**Item
3.**  **Legal
Proceedings.**





Bullion
River is not a party to any pending legal proceedings and, to the best of
Bullion River’s knowledge, none of Bullion River’s property or assets are the
subject of any pending legal proceedings





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





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





**PART
II**





**Item
5.**  **Market
for Common Equity and Related Stockholder Matters.**





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





Bullion
River’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’s common shares have
been quoted. The bid information was obtained from OTC
Bulletin Board and
reflects inter-dealer prices, without retail mark-up, mark-down or commission,
and may not represent actual transactions.








High
      & Low BidsPeriod
      ended
    High
    Low
    Source29
      March 2005
    1.42
    1.18
    OTC
      Bulletin Board31
      December 2004
    0.93
    0.89
    OTC
      Bulletin Board30
      September 2004
    0.84
    0.77
    OTC
      Bulletin Board30
      June 2004
    0.66
    0.60
    OTC
      Bulletin Board31
      March 2004
    $1.37
    $0.90
    OTC
      Bulletin Board31
      December 2003
    $0.00
    $0.00
    OTC
      Bulletin Board




***Page
- 14***





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





There are
approximately 64 holders
of record of Bullion River’s common shares.





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





Bullion
River 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 a
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:





In March
2004, Bullion River 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. 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. 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.
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. The value of the shares was arbitrarily set by
Bullion River and had no relationship to its assets, book value, revenues or
other established criteria of value. There were no commissions paid on the sale
of these shares. The offering was not a public offering and was not accompanied
by any general advertisement or any general solicitation. Bullion River received
from each subscriber a completed and signed subscription agreement containing
certain representations and warranties, including, among others, that (a) the
subscriber was not a U.S. person, (b) the subscriber subscribed for the shares
for their own investment account and not on behalf of a U.S. person, and (c)
there was no prearrangement for the sale of the shares with any buyer. No offer
was made or accepted in the United States and the share certificates
representing the shares have been legended with the applicable trading
restrictions. The net proceeds to Bullion River were $850,000.





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





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





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





On March
18, 2004, Bullion River issued 30,000 restricted common shares at $1.00 per
share 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 issued 30,000 restricted common shares at $1.00
per share to Jacob Margolis pursuant to Section 4(2) of the Securities Act of
1933. Jacob Margolis was in possession of all material information relating to
Bullion River. The 30,000 restricted common shares were issued as a consultant
fee pursuant to the terms and conditions of a consultant agreement between
Bullion River and Jacob Margolis. See Exhibit 10.6 - Consulting Agreement for
more details. 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.




***Page
- 15***





Also, on
March 18, 2004, Bullion River issued 25,000 restricted common shares at $1.00 to
Jacob Margolis pursuant to Section 4(2) of the Securities Act of 1933. Jacob
Margolis was in possession of all material information relating to Bullion
River. The 25,000 restricted common shares were issued as a finder’s fee for
locating the Painted Hills 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.





On July
20, 2004, Bullion River issued 30,000 restricted common shares at $1.00 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. 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 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 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 raised $750,000 in cash from the $0.75 unit
offering and issued an aggregate 1,000,001 restricted units to three
subscribers.





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





On
November 16, 2004, Bullion River raised $224,250 in cash from the $0.75 unit
offering 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 raised $137,500 in cash from the $0.75 unit
offering and issued an aggregate 183,333 restricted units to two subscribers.





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





On
December 22, 2004, Bullion River raised $18,750 in cash from the $0.75 unit
offering 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 raised $376,000 in cash from the $0.75 unit
offering and issued an aggregate 501,333 restricted units to two subscribers.





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





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





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





Finally,
Bullion River has received subscription agreements from 43 subscribers for an
aggregate 4,013,928 units. As of the date of this report, none of these
units have been issued to the subscribers. Bullion River expects to issue and
deliver the units shortly.




***Page
- 16***





Bullion
River relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of
Regulation S promulgated pursuant to that 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 of
1933 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 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.





Also, as
part of the $0.75 unit offering, on December 10, 2004, Bullion River raised
$137,500 in cash and issued an aggregate 183,333 restricted units to two
subscribers and an additional 2,000 restricted units as a finder’s fee, and on
February 2, 2005, Bullion River raised an additional $150,000 in cash and issued
an aggregate 200,000 restricted units to one subscriber. For both these
subscriptions, 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 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 have been legended with the applicable trading
restrictions.





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





**(e)**
    **Penny
      Stock Rules**





Trading
in Bullion River’s common shares is subject to the “penny stock” rules. The SEC
has adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. These rules require that any broker-dealer who recommends
Bullion River’s common shares to persons other than prior customers and
accredited investors, must, prior to the sale, make a special written
suitability determination for the purchaser and receive the purchaser’s written
agreement to execute the transaction. Unless an exception is available, the
regulations require the delivery, prior to any transaction involving a penny
stock, of a disclosure schedule explaining the penny stock market and the risks
associated with trading in the penny stock market. In addition, broker-dealers
must disclose commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities they offer. The
additional burdens imposed upon broker-dealers by such requirements may
discourage broker-dealers from effecting transactions in Bullion River’s common
shares, which could severely limit their market price and liquidity of Bullion
River’s common shares.




The
“penny stock” rules also imposes additional sales practice requirements on
broker/dealers who sell penny stock. These rules require a one page summary of
certain essential items. The items include the risk of investing in penny stocks
in both public offerings and secondary marketing; terms important to in
understanding of the function of the penny stock market, such as “bid” and
“offer” quotes, a dealers “spread” and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to its customers,
including the disclosures required by any other penny stock disclosure rules;
the customers rights and remedies in causes of fraud in penny stock
transactions; and, the NASD’s toll free telephone number and the central number
of the North American Administrators Association, for information on the
disciplinary history of broker/dealers and their associated
persons.




**Item
6.**  **Management’s
Discussion and Analysis or Plan of Operation.**





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, 2004 AND 2003. THE FOLLOWING SHOULD BE READ IN
CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES
APPEARING ELSEWHERE HEREIN.





**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.




***Page
- 17***





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.





The
Company has not commenced significant operations and was considered a
development stage company until it changed business direction in December 2003
and became an exploration company.





**Results
of Operations**





Revenue





We
anticipate 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
guaranty that we will locate viable gold or silver reserves, and if such
minerals are discovered that we will enter into commercial production, or that
if we do locate viable mineralization that we will be able to secure the
financing necessary to proceed with extraction of these minerals.





Expenses





For the
year ended December 31, 2004, our expenses totaled $2,965,185 compared to
$101,215 for the year ended December 31, 2003. This is an increase of $2,863,970
or 2,830%. This unfavorable variance was due to an increase of $1,874,409 in
exploration costs, $222,389 in investor relations and promotion costs, $156,408
in administrative fees, $150,299 in professional fees, $149,691 in consulting
fees, $109,698 in travel expenses, $46,692 in salaries and wages, $43,791 in
office expenses, $28,156 in filing fees, $26,910 in insurance, $19,605 in rent,
$13,050 in depreciation, $4,826 in interest and bank charges, and interest on
debt of $6,838, offset by an income tax refund of $833 and a decrease in
extinguishment of debt of $12,041. The increases were due to our change in
business direction, commencement of our exploration program, hiring of key
management and staff and consulting fees paid for planning and engineering the
exploration process, and an increase in corporate communications.





For the
year ending December 31, 2003, our expenses were $101,215 compared to $43,348
for the year ending December 31, 2002. This was an increase of $57,867 or 133%.
This unfavorable variance was due to an increase of $25,000 in administrative
fees, $23,475 in consulting fees, $9,290 in professional fees, $12,500 in
salaries and wages, $1,844 in filing fees, $267 in interest and bank charges,
$1,697 in office expenses, and $2,674 in travel expenses, offset by an
extinguishment of debt of $18,880. The increases were due to the change in
business direction.





**Liquidity
and Financial Condition**





Cash and
Working Capital





We had
cash of $273,331 and a working capital deficit of $261,464 at December 31, 2004.
During the year ended December 31, 2004, we used $2,396,751 in cash for
operating activities, primarily for a net loss of $2,965,185, an increase in
prepaids of $89,184 and a gain on extinguishment of debt of $6,839 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. Cash
used in operations of $2,396,751 was financed by a sale of common stock of
$2,473,385, an advance payable of $84,572 and note payable of $70,000 offset by
an investment in fixed assets of $109,615. A decrease in working capital of
$190,901 was due to an increase in current assets of $209,589 that was more than
offset by an increase in current liabilities of $400,490. We have accumulated a
deficit of $3,110,748 since inception and have a stockholder’s deficiency of
$164,899. We have no contingencies and our long-term commitments are disclosed
in the consolidated financial statements and related notes appearing elsewhere
herein and in the following commitment table.





We had
cash of $152,926 and a working capital deficit of $70,563 at December 31, 2003.
During the year ended December 31, 2003, we used $122,085 in cash for operating
activities, primarily for an operating loss of $101,215, a gain on
extinguishment of debt of $18,880 and a decrease in accounts payable of $1,907.
Cash used in operations of $122,085 was financed by a sale of common stock of
$39,150, an advance payable of $34,308 and a note payable of $200,000. A
decrease in working capital of $62,065 was due to an increase in current assets
of $151,456 that was more than offset by an increase in current liabilities of
$213,521. We have accumulated a deficit of $145,563 since inception and have a
stockholder’s deficiency of $70,563. We have no contingencies or long-term
commitments except for commitments under the option agreements, that we entered
into subsequent to December 31, 2003.




***Page
- 18***





Internal
and External Sources of Liquidity





Over the
next twelve months Bullion River plans to fund its operations through the
issuance of common stock, financing in the form of notes payable, and if
exploration is successful through the sale of gold or silver.





**Critical
Accounting Policies**





Mineral
Properties





Bullion
River 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 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’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.





Deferred
Stripping Costs





A
committee of the Emerging Issues Task Force (“EITF”) discussed the accounting
for deferred stripping costs but did not reach a consensus in 2004. The Task
Force considered the recommendation that stripping costs incurred during
production are a mine development cost that should be capitalized as an
investment in the mine and attributed to the proven and probable reserves
benefited in a systematic and rational manner. However, the Task Force directed
the FASB staff to develop additional guidance about what constitutes a
systematic and rational manner of attributing the capitalized costs to proven
and probable reserves benefited. The Company cannot predict whether the
deliberations of the EITF will ultimately modify or otherwise result in new
accounting standards or interpretations thereof that differ from the Company’s
current practices.





**Contractual
Obligations**





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





Contractual
      Obligations
    Total
    Less
      than 1 Year
    1 -
      3 Years
    3 -
      5 Years
    More
      than 5 YearsOption
      payments
    $
      761,970
    $
      289,970
    $
      312,000
    $
      80,000
    $
      80,000Consulting
      fees
    10,000
    10,000
    -
    -
    -Lease/rental
      commitments
    84,468
    75,964
    8,504
    -
    -





**Plan
of Operation for the Next Twelve Months**





During
2004 we spent $1,536,996 on exploration activities,  which
included acquiring options on the following properties: Antone Canyon property,
Corcoran Canyon property, Cimarron property, Thomas Creek property, North Fork
property, and French Gulch property. We also acquired the Painted Hills and
Wenban properties by staking them ourselves. We paid for the properties and
expenses through the issuance of common stock and advances payable.





During
2004, we commenced phase 1 testing on all of our properties. We plan to commence
and complete phase 1 exploration programs in 2005 at the following properties:
Antone Canyon, Wenban Spring, Painted Hills, Corcoran Canyon, and North Fork. At
the end of an unsuccessful drilling campaign the Thomas Creek claims were
abandoned and the Thomas Creek Mining Corp. changed its name to Wenban Spring
Mining Corp. Once we have completed phase 1 exploration drilling programs on our
properties, we plan to immediately conduct an analysis and evaluation of the
results to determine the feasibility of commencing phase 2 drilling programs.




***Page
- 19***





Phase 2
exploration programs in 2005 will target any projects that show encouraging
drill results from phase 1, however, embarking on this second phase depends not
only on the drilling results obtained during phase 1, but on the general outlook
for gold and silver prices. We anticipate commencing phase 2 exploration
programs on one to four of our projects during 2005.





The
following table sets out the estimated; costs, commencement dates, and
completion dates of our proposed exploration programs during 2005, if tests and
assay results, market conditions, and capitalization are optimal.





**Property**
    **Estimated****Exploration
      Costs for 2005**
    **Estimated
      Commencement Date**
    **Estimated
      Completion Date**French
      Gulch
    $
      3,493,500
    January
      2005
    2nd
      QuarterNorth
      Fork
    2,183,700
    April
      2005
    4thQuarterCorcoran
      Canyon
    223,500
    May
      2005
    3rdQuarterWenban
      Spring
    182,900
    June
      2005
    3rdQuarterPainted
      Hills
    254,000
    July
      2005
    3rdQuarterAntone
      Canyon
    170,000
    August
      2005
    3rdQuarterCimarron
    11,500
    2006
    N/A**Total**
    **$    6,519,100**





During
the first half of 2005 we plan to concentrate on the French Gulch property. At
March 15, 2005 we had completed 18 underground drill test holes. The first 16
holes, targeting the Lucky-7 vein, were successful in extending high-grade gold
mineralization at least 200 feet below previously mined levels. Holes 17 and 18
were the first holes that will test the Washington vein. They are approximately
400 feet north of the Lucky-7 vein. These two holes intersected the Washington
vein as expected, with one hole showing obvious visible gold. Four of the first
5 holes returned assays grading above 1 opt gold. Assays are pending for holes 6
through 18. Core logging continues to encounter visible gold in quartz veins and
massive vein intervals with visible gold as wide as 10 feet down-hole. We plan
to complete a preliminary resource/reserve calculation after phase 1. Second
phase in-fill drilling will then be undertaken at French Gulch to complete the
desired 58-hole drill-grid spacing of 50 feet on the Lucky-7 and 75 feet on the
Washington vein.





Our
drilling, sampling, and assaying practices are being actively audited by SRK
Consulting, who is satisfied with procedures that are in place. Core samples are
being assayed at BSi Inspectorate, Reno, Nevada. We conduct a rigorous quality
control program. Metallic screen assays are pending on the first 5 holes. SRK
Consulting will also be heading resource calculations once sufficient drilling
has been completed.





Once
phase 2 exploration has been completed, the results will be evaluated to
determine production viability. This will be based on mineralization, the gold
and silver markets, and the engineering and production costs to economically
extract and process.





In
anticipation of going into production at French Gulch, due to the promising test
drill results, we are currently re-evaluating previous estimates for mill and
mine rehabilitation, and adjusting for the latest cost factors before being
presented to an independent engineering firm, which will ensure the highest
quality standards.





Current
pre-production development estimates for the French Gulch mill and mine
rehabilitation are as follows:





French
      Gulch Proposed Budget
    ProposedMill
      Rehabiliation
    $
      3,100,000Mine
      Development
    2,395,900Total
      Proposed
    $
      5,495,900


We expect
to continue with phase 1 of our proposed exploration programs on our other
properties during the second quarter of 2005. We expect to start on our North
Fork property in April, Corcoran Canyon in May, Wenban Spring in June, Painted
Hills in July, and Antone Canyon in August. We do not anticipate continuing with
phase 1 of our exploration program on the Cimarron property until 2006.




***Page
- 20***





During
2005 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
we will locate any high grade and large tonnage, or locate projects that contain
the potential for mineralization concealed under post-mineral cover, or that
there is sufficient high grade or large tonnage of gold or silver to make the
project commercially viable.





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





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 production and exploration programs we will need to hire
independent contractors as well as purchase or lease additional
equipment **.**





Subsequent
to December 31, 2004 we received $701,200 in private placement funds for 934,933
units at $0.75 per unit. We plan to spend this money on operating and
exploration costs. 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. The issuance of additional shares will
result in dilution to existing shareholders of the Company.





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





On
September 30, 2004 French Gulch Mining Corp. ("French Gulch"), a wholly owned
subsidiary of Bullion River Gold Corp. was incorporated in the state of Nevada
to conduct a surface and underground drilling campaign on the Washington Niagara
property and French Gulch claims ("French Gulch claims").





The
property is located in Shasta County in California and consists of the
Washington Niagara Mine and is comprised of 28 patented and 27 unpatented
mineral claims ("the Washington Niagara Property").





On
October 6, 2004, French Gulch entered into an exploration agreement with an
option to purchase the Washington Niagara property from the Washington-Niagara
Mining Partnership ("WN Partnership"). Under the terms of the agreement French
Gulch (1) has been granted the exclusive right to conduct exploration work on
the Washington Niagara Property until September 30, 2005, (2) paid $15,000 upon
signing the agreement, (3) is required to pay $50,000 on June 1 and August 1,
2005, and (4) can exercise its option to acquire the property anytime up to
October 1, 2005.





If French
Gulch exercises its option 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 payments made by
French Gulch to the WN Partnership total $1,500,000.





On August
17, 2004, French Gulch staked an additional 22 mineral claims in the French
Gulch district in Shasta County, California at a cost of $12,900. We have named
these newly staked claims, along with the Washington Niagara property, the
"French Gulch" properties.





**French
Gulch Property**





The
following information concerning the Washington Niagara Property has been
compiled by Bullion River’s president, Peter M. Kuhn, M. E. and Bullion River’s
vice president of exploration, Jacob Margolis, MSc, PhD, with guidance from
historical data.





***Plant
and Equipment***





The
project includes a mill that operated as recently as 2002, consisting of gravity
and flotation circuit as well as a furnace for producing ore. There is also some
small equipment on the property.




***Page
- 21***





***Exploration
Program***





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





The
Washington Niagara property consists of 1,022 acres, of which 482 acres are
patented land. The property is located within the French Gulch mining district
of the Klamath Mountains province, 15 miles northwest of Redding in northwestern
California. This province has produced at least 7 million ounces of gold from
placer and mesothermal quartz vein deposits broadly similar to vein districts of
the Mother Lode region in east-central 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 opt and commonly above 1.0 opt. The district
comprises a number of past-producing vein mines along an easterly-trending belt
1.5 miles wide and 10 miles long, with veins producing gold through a vertical
range of 3,400 feet.





At the
Washington mine, a series of at least six steeply-dipping, east-trending
gold-bearing quartz veins occur across a minimal width of 800 feet and a strike
length of at least 1,000 feet. Mineralization has been mined over a vertical
range of only 500 feet along ore shoots, which rake moderately west
(approximately 45 degrees), but mineralization remains open at depth and along
strike. Coarse visible gold is common.





The
Niagara mine workings, about 1 mile 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. Mining and gold production on the Washington veins commenced in
1852, the first bedrock gold mine in the province and continued intermittently
through 2001. High-grade mineralization mined in recent years has included one
small zone on the Lucky-7 vein, which yielded about 8,800 tons grading 1.13 opt
Au in the mid 1990’s. However, there has been very limited exploration drilling
from surface and underground.





Recent
intensive underground sampling across veins has returned high grades. Results
from the first five holes on the Lucky-7 vein structure confirm the down-dip
continuity of the high-grade vein zone mined at higher levels. Four of the first
5 holes returned assays grading above 1 opt (ounces per ton) Au. Results
include: 0.335 opt Au over 40.5 feet in hole RBU-4 containing 7.7 feet grading
1.184 opt Au and 2.5 feet grading 0.984 opt Au; and 1.347 opt Au over 10 feet in
hole RBU-1 containing 6.05 opt Au over 2.2 feet.





***Status
of Exploration Program***





We
completed a comprehensive feasibility audit over the past three months. The
audit evaluated the viability of the mine’s permits, mill facilities and
underground conditions. It also allowed for development of a mine engineering
plan and estimations of capital requirements and future operational costs.
Furthermore, the geology and mineralization has been evaluated and a
three-dimensional model of underground workings and veins has been created. With
this information French Gulch is developing exploration strategies and various
production scenarios.





Our
proposed budget for phase 1 of our proposed exploration program on the French
Gulch property is as follows:





BLM
      and county fees (2005-2006)
    $
      22,500Option
      payments
    100,000Surface
      and undergroung exploration drilling
    2,459,000Development
      of mine engineering plan
    100,000Development
      of mill upgrade and expansion plan
    250,000Contingency
      20%
    562,000Total
      Proposed Budget
    $
      3,493,500





We
rehabilitated an underground adit and started excavation of an underground drill
chamber. This work was completed in January 2005 and underground drilling
started. Surface sampling and mapping was conducted and a 3-D model completed.
Surface and underground drill locations were determined. Surface RC drilling
started and was abandoned due to strong hole deviation and extraordinarily high
costs. A Storm Water Pollution Prevention Plan was submitted and the Feasibility
Study started.




***Page
- 22***





We have
completed 18 underground drill holes in our resource-definition program. The
first 16 underground core holes totaling approximately 9,000 feet represent
about 30% of the planned 31,000 foot, 58 hole, phase-1 program aimed at
delineating reserves on the Lucky-7 and Washington veins. The first 16 holes,
targeting the Lucky-7 vein, were successful in extending high-grade gold
mineralization at least 200 feet below previously mined levels. Assays are
pending for holes 6 through 18. The assay results for the first 5 holes is
reported in the above proposed exploration program section. Holes 17 and 18 were
the first holes that will similarly test the Washington vein, approximately 400
feet north of the Lucky-7 vein. The first two Washington holes intersected the
vein as anticipated with one hole containing obvious visible gold. Further, the
holes have also crossed an additional undeveloped vine between the Washington
and Lucky-7 veins.





We are
currently scheduling a district-wide exploration effort to begin assessments
beyond the Washington mine, the site of the resource-definition effort. This
effort will consist of a rigorous district-scale geologic evaluation along with
assessments of mineralized areas. For example, the historic Niagara mine about
4000 feet west of the Washington developed a high-grade ore shoot for about 800
feet down-dip. This vein and vein trend has not yet been explored. One historic
drift lying 550 feet below mined levels intersected multiple quartz veins with
visible gold, but no mining was conducted. We plan to map and sample this drift
during the initial stage of the mine’s evaluation. Similar to Washington, the
veins at Niagara are hosted in a dike swarm. A surface core-drilling program is
planned for the Niagara area as well as for step-outs along the Washington and
Lucky-7 vein trends to the east.





We began
our phase-1 in January 2005 and expect to complete this phase during the second
quarter of 2005.





During
the year ended December 31, 2004, we spent $432,138 on exploration, including
option payments, BLM and county fees on the French Gulch Property.





**North
Fork Mining Corp.**





On
February 23, 2004, Bullion River’s wholly owned subsidiary North Fork Mining
Corp. ("North Fork") was assigned three options to acquire a 100% undivided
right, title and interest in 42 unpatented mineral claims located in Sierra
County in the State of California.





The terms
of two of the three North Fork option agreements (Forest Mines, Inc. and Mugwump
Mining Company) for a total of 35 unpatented claims are for 5 years and expiring
on July 3, 2007. In order to keep these two options in good standing we are
required to pay, per agreement, minimum royalty payments of (1) $500 per month
until July 3, 2005, (2) $1,000 per month until July 3, 2006 and (3) the greater
of $5,000 per month or a 5% NSR during the fifth year. We must also make all
maintenance and lease payments to keep the mineral claims in good standing
during the term of the option. At the end of the five year term, after all of
the royalty payments have been made, we will have acquired a 100% undivided
right, title and interest in these 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 both of the agreements.





Under the
terms of the third North Fork option agreement (Donald Williams) for 7
unpatented claims is dated March 4, 2003 we can acquire an undivided 100%
interest in these mineral claims by (1) paying the owner $10,000 upon completing
a Stage 1 drilling and exploration program and deciding to continue with
exploration, and (2) paying the owner $70,000 upon completing a Stage 2 drilling
and exploration program and deciding to continue with exploration.





**North
Fork Property**





The
following information concerning the North Fork Property has been compiled by
Bullion River’s president, Peter M. Kuhn, M. E. and Bullion River’s vice
president of exploration, Jacob Margolis, MSc, PhD, with guidance from
historical data.





***Plant
and Equipment***





We do not
own a plant, but we have some small equipment and storage facilities on the
North Fork Property.





***Proposed
Exploration Program***





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





We plan
to conduct exploration to determine what amount of minerals, if any, exist on
the North Fork 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 North Fork Property.




***Page
- 23***





Our
proposed exploration program consists of two phases, which includes (1)
rehabilitate the underground access and to position drill rigs at the lower part
of the decline, (2) to drill 20,000 feet of diamond drill holes from the
decline, and (3) drive exploration drifts 150 meters north and 150 meters south
with a decline of 14% and with five additional diamond drill stations that would
include an additional 20,000 feet.





In phase
1, we plan to rehabilitate the underground access, construct three drill
stations at the lower part of the decline and complete a core drilling program
of 10,000 feet. The drilling has the potential to intersect significant gold
mineralization around areas where previous underground sampling has confirmed
the presence of high-grade (+0.50 opt) gold. The goal is to identify
approximately 250,000 ounces. The following table summarizes our proposed
preliminary budget for phase 1 of our proposed mineral exploration program.
Commencing phase 2 of the exploration will depend upon the results obtained
during phase 1.








Our
proposed budget for phases 1 is as follows:





North
      ForkBLM
      fees and county recording fees (2005-2006)
    $
      7,000Option
      payments
    18,000Drilling
      20,000ft @ $25/ft.
    500,000Decline
      rehabilitation, engineering, permitting, etc.
    1,294,700Contingency
      20%
    364,000Total
      Proposed Budget
    $
      2,183,700





We
obtained the necessary permits for underground rehabilitation and exploration
drilling and have commenced an underground exploration program with offsite
mobilization and engineering.





***Status
of Our Exploration Program***





We
started to mobilize on site in October 2004 and have set up infrastructure in
order to start rehabilitation work. Due to extreme snowfalls and melting
conditions, work was suspended in January 2005. As soon as weather permits, we
plan to resume work on the North Fork Property, we expect this work to commence
in April of 2005 and continue into the fourth quarter of 2005. During the year
ended December 31, 2004, we spent $612,063 on exploration, including option
payments, BLM and country fees, on the North Fork Property.







**Corcoran
Canyon Mining Corp.**





On
February 18, 2004, Bullion River’s wholly owned subsidiary Corcoran Canyon
Mining Corp. ("Corcoran Canyon") 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 agreement dated February 28, 2003, is for a term of
3 years and expires on February 28, 2006. In order to maintain the option, we
must (1) pay all annual claim and lease maintenance fees as required to keep the
property in good standing, (2) incur exploration expenditures of at least
$50,000 on or before each of February 28, 2005 and 2006, and (3) to carry a
comprehensive general commercial liability insurance policy having limits of not
less than $1 million per occurrence. All required payments under the original
option agreement have been made.





The
option agreement limits us to performing limited testing on the Corcoran Canyon
Property. We cannot commence mining activities on the property until the option
has been exercised. We can exercise the option and acquire a 100% interest in
the Corcoran Canyon 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. We can repurchase 1% of the 2% NSR by paying $1 million to the
owner at any time after the granting of the 2% NSR.





In
addition a 100% undivided interest in 89 unpatented mineral claims in Nye County
were transferred to Corcoran Canyon by Golden Spike Mining.





**Corcoran
Canyon Property**





The
following information concerning the Corcoran Canyon Property has been compiled
by Bullion River’s president, Peter M. Kuhn, M. E. and Bullion River’s vice
president of exploration, Jacob Margolis, MSc, PhD, with guidance from
historical data.




***Page
- 24***





***Plant
and Equipment***





We do not
own a plant or any equipment and there is no equipment on the Corcoran Canyon
Property.





***Proposed
Exploration Program***





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





During
2005, 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.





Our
proposed exploration program consists of designing and completing a phase 1
drilling program to test extensions of the known resource and the New Target.





The
3-dimensional analysis of the silver-gold resource has been completed.
Preliminary work indicates potential for additional mineralization down dip and
to the west, northwest, and possibly northeast of the resource, and these
extensions include areas concealed by alluvium and post-mineral volcanics.
Additional targets are expected to be developed through continued analysis of
the volcanic stratigraphy, structure and district alteration and mineralization
patterns.





We
started our phase 1 proposed mineral exploration program in October 2004;
however, due to inclement weather, the program had to be abandoned with the
first hole. The program will resume in approximately May of 2005 and we expect
to complete it during the third quarter of 2005. The decision to extend the
proposed mineral exploration program on the Corcoran Canyon Property to phase 2
will be contingent upon reasonable encouragement from the results of the
proposed mineral exploration program. When we complete phase 1 of the proposed
mineral exploration program, and the results are positive, we will still have to
undertake an extensive second phase that might consist of further soil sampling,
geophysical surveys, trenching or drilling before we will be able to identify
commercially viable reserves. The costs of phase 2 of the proposed mineral
exploration program will be significantly more than the costs set forth above
for phase 1.





Our
estimated budget for phase 1 of our proposed 2005 mineral exploration program on
the Corcoran Canyon Property is as follows:






Corcoran
      CanyonBLM
      fees and county recording fees (2005-2006)
    $
      14,000Insurance
    5,500Reverse
      Circulation drilling (6,000 feet of RC drilling in 4 to 5
      holes)
    147,000Assaying
      and engineering
    15,000Drill
      site preparation and reclamation
    5,000Contingency
      20%
    37,000Total
      Proposed Budget
    $
      223,500





During
the year ended December 31, 2004, we spent $105,479 on exploration, including
option payments, BLM and county fees and insurance, on the Corcoran Canyon
property. At February 28, 2005 we had spent $5,429 of the required $50,000 on
exploration and were not in compliance with the terms of our option agreement.





**Wenban
Spring Mining Corp. (formerly Thomas Creek Mining Corp.)**





During
September, 2004 the Thomas Creek claims were abandoned after an unsuccessful
drilling campaign and as such, Thomas Creek Mining Corp. changed its name to
Wenban Spring Mining Corp. ("Wenban") and will be focusing its activities on the
Wenban Spring claims.





During
the year ended December 31, 2004, a total of $273,648 was spent on exploration,
including option payments and BLM and county fees, on the Thomas Creek property.





During
June 2004, Bullion River acquired a 100% interest in the Wenban property by
staking claims covering approximately 7.25 square miles in the Cortez Hills
region of Nevada.




***Page
- 25***





**Wenban
Spring Property**





The
following information concerning the Wenban Springs Property has been compiled
by Bullion River’s president, Peter M. Kuhn, M. E. and Bullion River’s vice
president of exploration, Jacob Margolis, MSc, PhD, with guidance from
historical data.





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.





***Location***





The
Wenban Spring Property covers approximately 7.25 square miles (19 sq km)
southwest of the Cortez Hills gold deposit (+5 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. Placer Dome Inc. (NYSE, TSX, ASX: PDG) is operator and 60% owner
of the CJV, with Kennecott Minerals Company (subsidiary of Rio Tinto plc) owning
40%. Cortez Hills is a world-class, bulk-mineable Carlin-type gold system
discovered in 2002. It is covered by post-mineralization alluvium at the north
end of Grass Valley. 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.





***Project
Geology***





Regional
structural analysis and project-scale geologic data indicate that a
north-northwest trending range-front fault zone passes through the property.
Fault systems of this orientation are the dominant control to gold deposits in
the Cortez region, both Carlin-type sediment-hosted and volcanic-hosted
epithermal systems. South of the property, the range-front orientation has a
northeast trend that is the more typical range-front orientation. The switch to
this north-northwest trend creates an embayment in the northern Toiyabe Range in
the project area in which post-mineral alluvial cover may be thin. Rocks exposed
in the range on the wet side of the structure are upper-plate siliciclastic
rocks which overlie potentially productive carbonate units like those that host
the Toiyabe and Cortez Hills gold deposits. Preliminary field work has
identified an altered northwest-trending dike on the property. The altered dike
is a further indication that the northwest fault zone is significant, deeply
tapping and potentially mineralized.





Intersecting
the northwest fault on the north side of the property is a regional
east-trending fault separating the upper-plate rocks to the south from Tertiary
volcanic rocks to the north. The volcanics (Caetano Tuff, 35 Ma) are syn- to
post-mineralization with respect to the Carlin-type gold systems, and are older
than the productive volcanic-hosted systems in the region (e.g., Buckhorn). The
intersection of the two structures under alluvial cover is considered a
favorable setting for mineralization.





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





***Plant
and Equipment***





We do not
own a plant or any equipment and there is no equipment on the Wenban Spring
property.





***Proposed
Exploration Program***





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.





Our
proposed budget for phase 1 of our proposed mineral exploration program on the
Wenban Spring Property is as follows:




***Page
- 26***





Wenban
      SpringBLM
      fees and county recording fees
    $
      26,000Drilling
    116,000Reclamation
    10,400Contingency
      20%
    30,500Total
      Proposed Budget
    $
      182,900





During
2004, we completed a surface mapping and sampling program as well as a
geophysical investigation on site. The results have lead to the determination of
drill hole locations. We have submitted a Plan of Operations to the BLM, which
has been approved subject to submitting the bond and subsequent approval of it.
We plan to start drilling in the spring of 2005 as soon as weather permits. The
decision to extend the proposed mineral exploration program on the Wenban Spring
property to phase 2 will be contingent upon reasonable encouragement from the
results of the proposed mineral exploration program. When we complete phase 1 of
the proposed mineral exploration program, and the results are positive, we will
still have to undertake an extensive second phase of the proposed mineral
exploration program that might consist of further soil sampling, geophysical
surveys, trenching or drilling before we will be able to identify
commercially-viable reserves. The costs of phase 2 of the proposed mineral
exploration program will be significantly more than the costs set forth above
for phase 1.





***Status
of Proposed Exploration Program***





During
the year ended December 31, 2004, we spent $114,964 on exploration, including
BLM and county fees on the Wenban Spring property. We have completed our surface
sampling and mapping as well as the geophysical test program. A Plan of
Operations has been approved by the BLM subject to submitting the required bond.
We plan to start drilling in June of 2005 and complete our program in the third
quarter of 2005.





**Painted
Hills Property**





In
February 2004, Bullion River acquired a 100% interest in the Painted Hills
property by staking 41 unpatented mineral claims in the Painted Hills
district in northwestern Nevada.





The
following information concerning the Painted Hills Property has been compiled by
Bullion River’s president, Peter M. Kuhn, M. E. and Bullion River’s vice
president of exploration, Jacob Margolis, MSc, PhD, with guidance from
historical data.





***Plant
and Equipment***





We do not
own a plant or any equipment and there is no equipment on the Painted Hills
Property.





***Proposed
Exploration Program***





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.





We have
completed in 2004 a district rock-chip sampling and mapping program. The program
is designed to test the exposed vein system at depth, and test for veining
beneath pediment cover to the east.





We have
planned a program of mapping, sampling and geophysical surveys, followed by a
drilling campaign, which will take approximately six weeks to complete beginning
approximately in July 2005.




***Page
- 27***





We have
obtained from the BLM an exploration permit for the Painted Hills Property. Our
proposed budget for phase 1 of our proposed mineral exploration program is as
follows:






Painted
      HillsBLM
      fees and county recording fees (2005-2006)
    $
      5,500Reverse
      Circulation drilling (6,000 feet of RC drilling in 4 to 5
      holes)
    181,000Assaying
      and engineering
    18,000Drill
      site preparation and reclamation
    7,500Contingency
      20%
    42,000Total
      Proposed Budget
    $
      254,000





The
decision to extend the proposed mineral exploration program on the Painted Hills
Property to phase 2 will be contingent upon reasonable encouragement from the
results of the proposed mineral exploration program. When we complete phase 1 of
the proposed mineral exploration program, and the results are positive, we will
still have to undertake an extensive second phase of the proposed mineral
exploration program that might consist of further soil sampling, geophysical
surveys, trenching, or drilling before we will be able to identify commercially
viable reserves. The costs of phase 2 of the proposed mineral exploration
program will be significantly more than the costs set forth above for phase 1.





During
the year ended December 31, 2004, we spent $18,782 on exploration, including BLM
and county fees, on the Painted Hills Property.





**Antone
Canyon Mining Corp.**





On
January 9, 2004, the Company’s wholly owned subsidiary Antone Canyon Mining
Corp. ("Antone") was assigned an option to acquire a 100% undivided right, title
and interest in 60 unpatented mineral claims located in Nye County in the State
of Nevada.





The
Antone Canyon option agreement is for a term of 10 years and expires on December
11, 2012. In order to maintain the option in good standing, Antone is required
to pay the owner of the mineral claims annual payments of $40,000 on or before
December 12, until the expiration of the option or until Antone exercises the
option. All required payments under the option agreement have been made.





If, and
when, Antone Canyon exercises the option, it will have to choose one of the
three exercise options, which are (1) $4,000,000 cash, (2) $400,000 cash plus a
3% net smelter return granted to LLC, or (3) $2,500,000 cash plus a 1% net
smelter return granted to LLC. Upon exercising the option, Antone Canyon will
have a 100% interest in each of the 60 mineral claims.





**Antone
Canyon Property**





The
following information concerning the Antone Canyon Property has been compiled by
Bullion River’s president, Peter M. Kuhn, M. E. and Bullion River’s vice
president of exploration, Jacob Margolis, MSc, PhD, with guidance from
historical data.





***Plant
and Equipment***





We do not
own a plant or any equipment and there is no equipment on the Antone Canyon
Property.





***Geology
and Mineralization***





The
Antone Canyon Property is within the regional north-trending mineralized belt,
which includes the volcanic-hosted and sediment-hosted gold-silver deposits of
Goldfield, Tonopah, Midway, Manhattan, Round Mountain, Gold Hill and
Northumberland.





The local
geology consists of Lower Paleozoic, variably-metamorphosed sedimentary rocks,
including limestone, calcareous siltstones, argillites, phyllites, schist and
quartzite, occupying a northeast-trending wedge between two large Cretaceous
plutons. The Antone Canyon Property is located within the Barcelona Mining
District, which is a zoned, polymetallic mineral system genetically related to
the Cretaceous intrusive activity, which contains zones of high-grade
gold-lead-zinc, gold-silver, silver, mercury-antimony veins as well as copper
and molybdenum mineralization.





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




***Page
- 28***





***Exploration
Program***





Most of
the mineralized area at the Antone Canyon Property has been tested to only 500
feet (150 meters) below surface. Deeper drilling is warranted to test for
down-dip extensions to high-grade mineralization. Many previous holes were
drilled parallel to mineralized structures. Further drill testing is needed to
cross mineralization at an appropriate angle, allowing for an assessment of true
widths and multiple parallel mineralized zones. Mineralization is open along
strike within the core of the high-grade zone.





During
2004 we completed our initial drill program consisting of three drill holes to
test the strike and depth extension of known high grade structures. The assay
results of these 3 drill holes results showed anomalous gold in holes #1 and #2
and 0.424 oz/ton over 20 ft in hole #3.





***Proposed
Exploration Program***





We plan
to continue with our proposed phase 1 drilling program during August of 2005. We
anticipate completing this program in September of 2005. Our estimated budget
for our proposed mineral exploration program on the Antone Canyon property is as
follows:





Antone
      CanyonBLM fees
      and county recording (2005-2006)
    $        6,500Option
      Payment
    40,000Drilling
    80,000Assaying
      and engineering
    10,000Reclamation
    5,000Contingency
      20%
    28,500Total
      Proposed Budget
    $
      170,000





During
the year ended December 31, 2004, we spent $293,827 on exploration, including
option, BLM and county fees on the Antone Canyon property.





**Cimarron
Mining Corp.**





On
February 19, 2004, Bullion River’s wholly owned subsidiary Cimarron Mining Corp.
("Cimarron") was assigned an option to acquire a 100% undivided interest in 30
unpatented mineral claims located in Nye County in the State of Nevada (the
"Cimarron Property"). On August 22, 2003, Golden Spike Mining entered into an
option agreement with the owner of the mineral claims, Brancote US Inc.
(“Brancote”), who was and is an arms’ length party to the transactions. The
option agreement includes the 24 unpatented mineral claims optioned by Brancote
and an additional 6 unpatented mineral claims previously optioned to Brancote in
accordance with the terms of a previous option agreement dated June 1, 1994.





The
Cimarron option agreement, dated August 22, 2003, is for the 24 unpatented
claims, which had a term of 3 years and expires on August 22, 2006. In order to
maintain the option, we must (1) pay all annual claim and lease maintenance fees
required to keep the Cimarron Property in good standing, (2) incur exploration
expenditures of at least $50,000 on or before each of August 22, 2004, 2005, and
2006, and (3) carry comprehensive general commercial liability insurance policy
having limits of not less than $1 million per occurrence. All requirements of
the option agreement have not been met and our agreement for the additional 6
mineral claims expired on June 1, 2004.





The
option agreement limits us to performing limited testing on the Cimarron
Property. We cannot commence mining activities on the Cimarron Property until
the option has been exercised. We can exercise the option and acquire a 100%
interest in the Cimarron 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. We can repurchase one half of the 1% NSR by paying $500,000 to
the owner at any time after the granting of the 1% NSR.





**Cimarron
Property**





The
following information concerning the Cimarron Property has been compiled by
Bullion River’s president, Peter M. Kuhn, M. E. and Bullion River’s vice
president of exploration, Jacob Margolis, MSc, PhD, with guidance from
historical data.





***Plant
and Equipment***





We do not
own a plant or any equipment and there is no equipment on the Cimarron Property.




***Page
- 29***





***Proposed
Exploration Program***





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.





We have
completed our 3-dimensional analysis of mineralization in the main resource
area. The data collected has been evaluated and incorporated into a 3D model.
This 3D model has been prepared to assist us in identifying the drill targets.





Analysis
of the resource area and other parts of the district is underway, with
preliminary results indicating that mineralization in the resource area is open
along the strike and that additional high-grade structures have not been
adequately tested. A drilling program was outlined.





We are
not planning to commence exploration work on the Cimmaron Property until 2006.
Proposed Budget 2005 for the Cimarron Property is as follows:





Cimarron
      MiningBLM
      and county fees (2005-2006)
    $  2,500Insurance
    4,000Claim
      Maintenance
    3,000Contingency
      20%
    2,000Total
      Proposed Budget
    $11,500





***Status
of Proposed Exploration Program***





During
the year ended December 31, 2004, we had spent $31,328 on exploration including,
options payments, BLM and country fees and insurance, on the Cimarron mineral
property. At February 28, 2005, we were not in compliance with the option
agreement because only $12,601 of the required $50,000 of exploration
expenditures had been made. During the year we did not renew our option on the
six claims that expired on June 30, 2004.





**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. In November 2004 we started a phase 1
environmental audit through an independent consulting firm on the
property.





**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’s exploration program, expenditures and financial results are
forward-looking statements.




***Page
- 30***





Forward-looking
statements in this Form 10-KSB includes statements regarding the following
expectations:





1.
    Significant
      revenues will not be achieved until we locate viable mineral properties
      from which we are able to extract gold or silver.


2.
    We
      will locate viable gold or silver reserves, and if such minerals are
      discovered we will enter into commercial production, or that if we do
      locate viable mineralization we will be able to secure the financing
      necessary to proceed with extraction of these
minerals.


3.
    Over
      the next twelve months Bullion River will fund its operations through the
      issuance of common stock, financing in the form of notes payable, and if
      exploration is successful through the sale of gold or
    silver.


4.
    We
      will confine our 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.


5.
    We
      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.


6.
    We
      will abandon Properties that do not have economically recoverable
      reserves.


7.
    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.


8.
    We
      will fulfill our contractual obligations as set out in the Contractual
      Obligations table.


9.
    We
      will commence and complete phase 1 exploration programs in 2005 at the
      following properties: Antone Canyon, Wenban Spring, Painted Hills,
      Corcoran Canyon, and North Fork.


10.
    Once
      we have completed phase 1 exploration drilling programs on our properties,
      we will immediately conduct an analysis and evaluation of the results to
      determine the feasibility of commencing phase 2 drilling
      programs.


11.
    Phase
      2 exploration programs in 2005 will target any projects that show
      encouraging drill results from phase 1, however, embarking on this second
      phase depends not only on the drilling results obtained during phase 1,
      but on the general outlook for gold and silver
prices.


12.
    We
      will commence phase 2 exploration programs on one to four of our projects
      during 2005.


13.
    We
      will follow the estimated; costs, commencement dates, and completion dates
      of our proposed exploration programs during 2005 as set out by the table,
      if tests and assay results, market conditions, and capitalization are
      optimal.


14.
    We
      will concentrate on the French Gulch property during the first half of
      2005.


15.
    That
      we will complete a preliminary resource/reserve calculation after we
      complete phase 1 on the French Gulch
Property.


16.
    That
      we will complete the second phase in-fill drilling at French Gulch
      including 58-hole drill-grid spacing of 50 feet on the Luck-7 and 75 feet
      on the Washington vein.


17.
    SRK
      Consulting will continue to actively audit our drilling, sampling, and
      assaying practices, and will continue to be satisfied with procedures that
      are in place.


18.
    Core
      samples from the French Gulch site will continue to be assayed at BSi
      Inspectorate, Reno, Nevada.


19.
    We
      will continue to conduct a rigorous quality control
    program.


20.
    Metallic
      screen assays that are pending on the first 5 holes from the French Gulch
      site will be completed.


21.
    SRK
      Consulting will be heading resource calculations once sufficient drilling
      has been completed at the French Gulch
site.


22.
    Once
      phase 2 exploration has been completed, the results will be evaluated to
      determine production viability at the French Gulch
site.


23.
    The
      production viability for the French Gulch site will be based on
      mineralization, the gold and silver markets, and the engineering and
      production costs to economically extract and process the gold or silver.


24.
    We
      will be re-evaluating previous estimates for mill and mine rehabilitation,
      and adjusting for the latest cost factors before being presented to an
      independent engineering firm, which will ensure the highest quality
      standards.


25.
    We
      will follow our proposed budget for the French Gulch mill and mine
      rehabilitation.


26.
    We
      will continue with phase 1 of our proposed exploration programs on our
      other properties during the second quarter of 2005.


27.
    We
      will start on our North Fork property in April, Corcoran Canyon in May,
      Wenban Spring in June, Painted Hills in July, and Antone Canyon in August.


28.
    We
      will not continue with phase 1 of our exploration program on the Cimarron
      property until 2006.


29.
    During
      2005 we will 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.


30.
    We
      will continue our focus in regions containing gold or silver deposits
      primarily in the Great Basin of the western United States and the Mother
      lode belt in California.


31.
    That
      we will locate any high grade and large tonnage, or locate projects that
      contain the potential for mineralization concealed under post-mineral
      cover, or that there is sufficient high grade or large tonnage of gold or
      silver to make the project commercially
viable.


32.
    Unless
      our anticipated production projects contain commercially viable sources of
      gold or silver and until such time as we achieve significant revenues from
      the sales of gold or silver we will continue to incur losses.









***Page
- 31***




33.
    We
      will not conduct any research or development activities other than the
      development of our website.


34.
    We
      will not conduct research and development activities in the near future
      except for the possible development of our mineral
    properties.


35.
    As
      we proceed with our production and exploration programs we will need to
      hire independent contractors as well as purchase or lease additional
      equipment**.**


36.
    We
      plan to spend the money received from the private placement of funds
      received subsequent to December 31, 2004 on operating and exploration
      costs.


37.
    We
      will continue to rely on private loans, equity sales of common shares or
      joint ventures with other exploration**companies
      in order to fund our exploration program.


38.
    That
      we will comply with the terms of the exploration option agreement with
      Washington Niagara.


39.
    That
      we will develop exploration strategies and various production scenarios
      based on information from the three dimensional model of the French Gulch
      site.


40.
    We
      will follow the budget as set out for the French Gulch
    site.


41.
    We
      will continue with the excavation of an underground drill chamber on the
      French Gulch site.


42.
    We
      will continue with the underground drilling started on the French Gulch
      site.


43.
    We
      will develop the surface and underground drill locations that were
      determined on the French Gulch site.


44.
    We
      will follow the Storm Water Pollution Prevention Plan that was submitted
      and the Feasibility Study that was started for the French Gulch
      site.


45.
    We
      will complete a district-wide exploration effort to begin assessments
      beyond the Washington mine and the site of the resource-definition effort
      for the French Gulch site.


46.
    We
      will map and sample the “historic drift” during the initial stage of the
      mine’s evaluation on the French Gulch site.


47.
    A
      surface core-drilling program will be completed for the Niagara area as
      well as for step-outs along the Washington and Lucky-7 vein trends to the
      east.


48.
    We
      will complete phase 1 during the second quarter of 2005.


49.
    We
      will comply with the terms of the North Fork option as set
      out.


50.
    We
      will conduct exploration to determine what amount of minerals, if any,
      exist on the North Fork Property and if any minerals that are found can be
      economically extracted and profitably processed.


51.
    Our
      exploration program will economically explore and evaluate the North Fork
      Property.


52.
    We
      will complete our proposed exploration program consisting of two phases,
      which includes (1) rehabilitating the underground access and to position
      drill rigs at the lower part of the decline, (2) to drill 20,000 feet of
      diamond drill holes from the decline, and (3) drive exploration drifts 150
      meters north and 150 meters south with a decline of 14% and with five
      additional diamond drill stations that would include an additional 20,000
      feet on the North Fork site.


53.
    In
      phase 1, we will rehabilitate the underground access, construct three
      drill stations at the lower part of the decline and complete a core
      drilling program of 10,000 feet on the North Fork site.


54.
    Our
      drilling will intersect significant gold mineralization around areas where
      previous underground sampling has confirmed the presence of high-grade
      (+0.50 opt) gold on the North Fork Property.


55.
    We
      will identify approximately 250,000 ounces of gold on the North Fork
      Property.


56.
    We
      will commence a phase 2 program on the North Fork
  Property.


57.
    We
      will follow the proposed budget set out for the North Fork
      site.


58.
    As
      soon as weather permits, we will resume work on the North Fork Property
      and we expect this work to commence in April of 2005 and continue into the
      fourth quarter of 2005.


59.
    We
      will comply with the terms of the Corcoran Canyon option agreement
      .


60.
    During
      2005, we will 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.


61.
    Our
      exploration program will economically explore and evaluate the Corcoran
      Canyon Property.


62.
    We
      will follow our proposed exploration program consisting of designing and
      completing a phase 1 drilling program to test extensions of the known
      resource and the New Target for the Corcoran Canyon site.


63.
    We
      will further explore areas where preliminary work indicates potential for
      additional mineralization down dip and to the west, northwest, and
      possibly northeast of the resource, these extensions include areas
      concealed by alluvium and post-mineral volcanics for the Corcoran Canyon
      site.


64.
    Additional
      targets will be developed through continued analysis of the volcanic
      stratigraphy, structure and district alteration and mineralization
      patterns.


65.
    The
      program will resume for the Corcoran Canyon site in approximately May of
      2005 and we will complete it during the third quarter of
    2005.


66.
    The
      decision to extend the proposed mineral exploration program on the
      Corcoran Canyon Property to phase 2 will be contingent upon reasonable
      encouragement from the results of phase 1 of the proposed mineral
      exploration program.


67.
    We
      will undertake an extensive second phase that might consist of further
      soil sampling, geophysical surveys, trenching or drilling on the Corcoran
      Canyon Property.









***Page
- 32***




68.
    We
      will be able to identify commercially viable reserves, when we complete
      phase 1 of the proposed mineral exploration program if the results are
      positive on the Corcoran Canyon Property.


69.
    The
      costs of phase 2 of the proposed mineral exploration program will be
      significantly more than the costs set forth above for phase 1 on the
      Corcoran Canyon site.


70.
    We
      will follow the proposed budget for the Corcoran Canyon
    site.


71.
    We
      will 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.


72.
    Our
      exploration program will economically explore and evaluate the Wenban
      Spring property.


73.
    We
      will follow the proposed budget for the Wenban Spring
      property.


74.
    We
      will use the results of our sampling program and to drill holes on the
      Wenban Spring Property.


75.
    We
      will follow the Plan of Operations on the Wenban Spring
      Property.


76.
    We
      will submit the bond to the BLM for the Wenban Spring
      Property.


77.
    The
      BLM will approve our plan of operations subsequent to our submitting our
      bond to them for the Wenban Spring Property.


78.
    We
      will start drilling in the spring of 2005 as soon as weather permits on
      the Wenban Spring Property.


79.
    The
      decision to extend the proposed mineral exploration program on the Wenban
      Spring property to phase 2 will be contingent upon reasonable
      encouragement from the results of the proposed mineral exploration
      program.


80.
    Once
      we complete phase 1 of our mineral exploration program and the results are
      positive, we will undertake an extensive second phase of the proposed
      mineral exploration program consisting of further soil sampling,
      geophysical surveys, trenching or drilling, from which we will be able to
      identify commercially-viable reserves on the Wenban Spring
      site,


81.
    The
      costs of phase 2 of the proposed mineral exploration program will be
      significantly more than the costs set forth above for phase 1 for the
      Wenban Spring site.


82.
    We
      will follow the Plan of Operations that has been approved by the BLM
      subject to submitting the required bond for the Wenban Spring
      site.


83.
    We
      will start drilling in June of 2005 and complete our program in the third
      quarter of 2005 on the Wenban site.


84.
    We
      will 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.


85.
    Our
      exploration program will economically explore and evaluate the Painted
      Hills Property.


86.
    The
      district rock-chip sampling and mapping program will test the exposed vein
      system at depth, and test for veining beneath pediment cover to the east
      on the Painted Hills Site.


87.
    We
      will follow the planned program of mapping, sampling and geophysical
      surveys, followed by a drilling campaign, which will take approximately
      six weeks to complete beginning approximately in July 2005, for the
      Painted Hills site.


88.
    We
      will follow the proposed budget for the Painted Hills
  site.


89.
    The
      decision to extend the proposed mineral exploration program on the Painted
      Hills Property to phase 2 will be contingent upon reasonable encouragement
      from the results of the proposed mineral exploration program.


90.
    We
      will still have to undertake an extensive second phase of the proposed
      mineral exploration program that might consist of further soil sampling,
      geophysical surveys, trenching, or drilling before we will be able to
      identify commercially viable reserves, when we complete phase 1 of the
      proposed mineral exploration program, and the results are positive for the
      Painted Hills site.


91.
    The
      costs of phase 2 of the proposed mineral exploration program will be
      significantly more than the costs set forth for phase 1 for the Painted
      Hills site.


92.
    We
      will comply with the terms of the Antone Canyon option agreement.


93.
    We
      will conduct deeper drilling to test for down-dip extensions to high-grade
      mineralization on the Antone Canyon site.


94.
    We
      will conduct further drill testing to cross mineralization at appropriate
      angles, allowing for assessment of true widths and multiple parallel
      mineralized zones on the Antone Canyon site.


95.
    We
      will continue with our proposed phase 1 drilling program during August of
      2005 and complete this program in September of 2005 on the Antone Canyon
      site.


96.
    We
      will follow the proposed budget for the Antone Canyon
  site.


97.
    We
      will comply with the terms of the Cimarron option
    agreement.


98.
    We
      will 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.


99.
    Our
      exploration program will economically explore and evaluate the Cimarron
      Property.


100.
    We
      will follow the results from the 3D model prepared to assist us in
      identifying the drill targets for the Cimarron
site.


101.
    We
      will use the analysis of the resource area and other parts of the district
      that indicate that mineralization in the resource area is open along the
      strike and that additional high-grade structures have not been adequately
      tested for the Cimarron site.


102.
    We
      will follow the drilling program outlined for the Cimarron
      site.









***Page
- 33***




103.
    We
      will not commence exploration work on the Cimmaron Property until 2006.


104.
    We
      will follow the proposed budget for the Cimarron
site.


105.
    We
      will continue to conduct our exploration activities in compliance with all
      applicable laws and regulations


106.
    Inflation
      will have a material impact on its future
operations.





**Item
7.**  **Financial
Statements**





See
audited financial statements for the period ended December 31, 2004 and 2003
attached as Exhibit A to this Form 10-KSB.





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





There are
no changes in and disagreements with Bullion River’s accountants on accounting
and financial disclosure. Bullion River’s principal
independent accountant since December 1, 2003 to the current date is Hall
& Company, Certified Public Accountants Inc. , 16140
Sand Canyon Avenue, Suite 100, Irvine California, 92618





**Item
8A.**  **Controls
and Procedures.**





Bullion
River maintains disclosure controls and procedures that are designed to ensure
that information required to be disclosed in Bullion River’s Securities Exchange
Act of 1934 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’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, Bullion River’s Chief Executive Officer and Chief Financial Officer
believe Bullion River’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 in this report is accumulated and
communicated to Bullion River’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’s chief executive officer and chief financial officer concluded that
Bullion River’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, 2004.





There
were no significant changes in Bullion River’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
had no information to be disclosed as required on a Form 8-K, except for the
following:





Item 1.01
- Material Definitive Agreement - On October 6, 2004, French Gulch (Nevada)
Mining Corp. entered into an exploration agreement with an option to purchase
the Washington Niagara property from the Washington-Niagara Mining Partnership.
See “Business Development” on page 3 for more details on the exploration
agreement and see Exhibit 10.7 for a copy of the exploration
agreement.





Item 1.02
- Termination of Material Definitive Agreement - On July 19, 2004 Bullion River
terminated its option on the Thomas Creek property. Management decided to
terminate the option because of an unsuccessful drilling campaign.





Item
5.02(c) - Appointment of Principal Officer - On March 1, 2005, Dan Graves was
appointed the chief financial officer of Bullion River. For more information see
Items 9, 10 and 11 below.





**PART
III**





**Item
9.**  **Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act.**





**(a)**  **Identify
Directors and Executive Officers**





Each
director of Bullion River or its subsidiaries holds office until (i) the next
annual meeting of the stockholders, (ii) his successor has been elected and
qualified, or (iii) the director resigns.




***Page
- 34***





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





**Management
      Teams****Company
      Name**
    **Peter
      M. Kuhn**
    **Victor
      H. Bradley**
    **Dan
      Graves**
    **Jacob
      Margolis**
    **Glenn
      Blachford**Bullion
      River Gold Corp.
    Director,
      CEO,
      President,
      Treasurer,
      Corporate Secretary
    Director
    CFO
    Vice-President
      of Exploration
    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
    Vice-President
      of Exploration
    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 (49 years old) has been a director and the CEO of Bullion River 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.




*Victor
H. Bradley* - Mr.
Bradley (68) **** has been
a director of Bullion River since February 2004. In the past five years, Mr.
Bradley has been involved with Yamana Gold Inc., and until recently, was the
founder, president, chief executive officer and a director of Yamana Gold Inc.
Mr. Bradley is currently the chairman and a director of Yamana Gold Inc., which
is a publicly traded company listed on the TSE in Toronto, the AMEX in New York
and the AIM in London. Mr. Bradley is a chartered accountant and has been a
director or officer of more than 11 mineral exploration companies. Mr. Bradley
is also a non-executive director of Frontier Pacific Mining Corporation, a TSX
Venture listed company.




*Dan
Graves* - Mr.
Graves (49) has been the CFO of Bullion River 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.




*Jacob
Margolis, Ph.D.* - Mr.
Margolis (43) **** has been
Bullion River’s vice-president of exploration since December 2003 and the
vice-president of exploration for North Fork Mining Corp. since June 2004. Mr.
Margolis’ duties are to direct and supervise Bullion River’s exploration
activities. For the past five years Mr. Margolis has worked for Homestake Mining
as a project geologist and with Anglo Gold USA as a senior
geologist.




***Page
- 35***




*Glenn
Blachford, P.Eng.* - Mr.
Blachford (54) **** 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. 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 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 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, judgement, 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 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 with a written
representation that a Form 5 was not required.





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





Bullion
River has no financial expert. Management believes the cost related to retaining
a financial expert at this time is prohibitive.





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





Bullion
River does not have a separately-designated standing audit committee. Rather,
Bullion River’s entire board of directors perform the required functions of an
audit committee. Peter Kuhn and Victor Bradley are the only members of Bullion
River’s audit committee. Only Victor Bradley meets the independent requirements
for an audit committee member. Bullion River’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 has adopted an audit committee charter. See
Exhibit 99.2 - Audit Committee Charter for more information.




***Page
- 36***





**(h)**  **Disclosure
Committee and Charter**





Bullion
River has a disclosure committee and has adopted a disclosure committee charter.
Bullion River’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 and the accuracy, completeness and timeliness of
Bullion River’s financial reports. See Exhibit 99.3 - Disclosure Committee
Charter for more information.





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





Bullion
River 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’s adopted code
of ethics is attached to this annual report. See Exhibit 99.1 - Code of Ethics
for more information. Also, Bullion River’s code of ethics has been posted on
its website at either www.bullionriver.com or
www.bullionrivergold.com. Bullion River 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’s code of ethics. Management
believes Bullion River’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 has paid $365,176 in compensation to its named executive officers during
its 2004 fiscal year.





**SUMMARY
COMPENSATION TABLE**





Long-term
      compensation***Annual
      compensation***
    **Awards**
    **Payouts**Name
      and principal position
      (a)
    Year
      (b)
    Salary
      ($)
      (c)
    Bonus
      ($)
      (d)
    Other
      annual compen-sation
      ($)
      (e)
    Restricted
      stock awards
      ($)
      (f)
    Securities
      underlying options/
      SARs
      (#)
      (g)
    LTIP
      Payouts
      ($)
      (h)
    All
      other compen-sation
      ($)
      (i)Peter
      M. Kuhn
      CEO
      Dec
      2003 - Present
      CFO
      Dec
      2003 - March 2005
    2002
      2003
      2004
    n/a
      12,500
      15,000
    n/a
      nil
      nil
    n/a
      nil
      59,000
    n/a
      nil
      nil
    n/a
      nil
      nil
    n/a
      nil
      nil
    n/a
      nil
      20,546Dan
      Graves
      CFO
      March
      2005 - Present
    2002
      2003
      2004
    n/a
      n/a
      n/a
    n/a
      n/a
      n/a
    n/a
      n/a
      n/a
    n/a
      n/a
      n/a
    n/a
      n/a
      n/a
    n/a
      n/a
      n/a
    n/a
      n/a
      n/aJacob
      Margolis
      VP
      Exploration
      Dec
      2003 - Present
    2002
      2003
      2004
    nil
      nil
      nil
    nil
      nil
      nil
    nil
      6,000
      75,500
    nil
      nil
      nil
    nil
      nil
      nil
    nil
      nil
      nil
    nil
      nil
      80,163Glenn
      Blachford
      VP
      Engineering
      April
      2004 - Present
    2002
      2003
      2004
    nil
      nil
      nil
    nil
      nil
      nil
    nil
      nil
      80,000
    nil
      nil
      nil
    nil
      nil
      nil
    nil
      nil
      nil
    nil
      nil
      34,967Gerry
      Karpinka
      President
      June
      2001-Dec 2003
    2002
      2003
      2004
    nil
      nil
      n/a
    nil
      nil
      n/a
    nil
      nil
      n/a
    nil
      nil
      n/a
    nil
      nil
      n/a
    nil
      nil
      n/a
    nil
      nil
      n/aColin
      Mills
      CFO
      June
      2001-Dec 2003
    2002
      2003
      2004
    nil
      nil
      n/a
    nil
      nil
      n/a
    nil
      nil
      n/a
    nil
      nil
      n/a
    nil
      nil
      n/a
    nil
      nil
      n/a
    nil
      nil
      n/a





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




***Page
- 37***





Currently,
there are no arrangements between Bullion River and any of its directors or
between any of the Subsidiaries and any of its directors whereby such directors
are compensated for any services provided as directors.





Bullion
River 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 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 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, or (5) a
change in Mr. Kuhn’s responsibilities following a change in control. As of
November 15, 2004, Mr. Kuhn was hired as company president at the rate of $7,500
per month.





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. See Exhibit 10.6 - Consulting Agreement for more
details.





In late
2003, Bullion River 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. On
May 1, 2004 Mr. Blachford was hired as the V.P. of Engineering.





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





Bullion
River 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 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%)**





**(1)**
      **Title
      of Class**
    **(2)**
      **Name
      and Address of Beneficial Owner**
    **(3)**
      **Amount
      and Nature of**
      **Beneficial
      Owner**[1]
    **(4)**
      **Percent**
      **of
      Class**[3]common
      shares
    **Peter
      M. Kuhn**
      1325
      Airmotive Way, Suite 325
      Reno,
      Nevada
      89502
    2,000,000[2]
    6.83%common
      shares
    **Blue
      Velvet Capital**
      Ellen
      L. Skelton Building
      4thFloor, P.O. Box 3444
      Roadtown,
      Tortola, BVI
    5,833,325
    19.93%


[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] This
number includes 1,000,000 common shares that are beneficially owned
indirectly.


[3] Based on
29,264,991 common shares issued and outstanding as of March 22,
2005.




***Page
- 38***




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







**(1)**
      **Title
      of Class**
    **(2)**
      **Name
      and Address of Beneficial Owner**
    **(3)**
      **Amount
      and Nature of Beneficial Owner**
    **(4)**
      **Percent**
      **of
      Class**[1]common
      shares
    **Peter
      M. Kuhn**
      1325
      Airmotive Way, Suite 325
      Reno,
      Nevada, 89502
    2,000,000[2]
    6.83%common
      shares
    **Victor
      H. Bradley**
      1482
      East Valley Road, #495
      Santa
      Barbara, California, 93108
    0
    0%common
      shares
    **Dan
      Graves**
      1325
      Airmotive Way, Suite 325
      Reno,
      Nevada, 89502
    4,100
    0.02%common
      shares
    **Jacob
      Margolis**
      1325
      Airmotive Way, Suite 325
      Reno,
      Nevada, 89502
    55,000
    0.19%common
      shares
    **Glenn
      Blachford**
      1325
      Airmotive Way, Suite 325
      Reno,
      Nevada, 89502
    30,000
    0.11%common
      shares
    Directors
      and Executive Officers (as a group)
    2,089,100
    7.14%


[1] Based on
29,264,991 common shares issued and outstanding as of March 22,
2005.


[2] This
number includes 1,000,000 common shares that are beneficially owned
indirectly.





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





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





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





**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” on page 3 and
Exhibit 10.1 - Assignment Agreement for more information.





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” on page 4
and Exhibit 10.2 - Assignment Agreement for more information.





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 5 and Exhibit
10.3 - Assignment Agreement for more information.





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 5
and Exhibit 10.4 - Assignment Agreement for more information.





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 6 and
Exhibit 10.5 - Assignment Agreement for more information.




***Page
- 39***





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





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





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





**(a)**  **Index
to and Description of Exhibits.**





**Exhibit**
    **Description**
    **Status****Exhibit
      A**
    Audited
      Financial Statements for the period ended December 31, 2004
    Included**3.1**
    Articles
      of Incorporation filed as an Exhibit to Bullion River’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’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’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’s Form
      8-K (Current Report) filed on March 2, 2004, and incorporated herein by
      reference.
    Filed**10.3**
    Assignment
      Agreement dated February 19, 2004 between Cimarron Mining Corp. and Golden
      Spike Mining filed as an attached exhibit to Bullion River’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’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’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’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’s Form 10-QSB (Quarterly Report) filed on November 16,
      2004, and incorporated herein by reference.
    Filed**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
    ***Page
- 40***
  **99.1**
    Code
      of Ethics filed as an attached exhibit to Bullion River’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’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’s Form
      10-KSB (Annual Report) filed on April 14, 2004, and incorporated herein by
      reference.
    Filed







**ITEM
14.   PRINCIPAL ACCOUNTING FEES AND SERVICES**






**(1)
  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’s audit of
annual financial statements and for review of financial statements included in
Bullion River’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:




2004 -
$47,004 - Hall & Company, Certified Public Accountants Inc.


2003 - $0
- Hall & Company, Certified Public Accountants Inc.





2004 - $0
- David E. Coffey, CPA


2003 -
$6,000 - David E. Coffey, CPA







**(2)
  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’s financial statements and
are not reported in the preceding paragraph were:




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


2003 - $0
- Hall & Company, Certified Public Accountants Inc.





2004 - $0
- David E. Coffey, CPA


2003 - $0
- David E. Coffey, CPA







**(3)
  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:




2004 -
$3,256 - Hall & Company, Certified Public Accountants Inc.


2003 - $0
- Hall & Company, Certified Public Accountants Inc.





2004 -
$250 - David E. Coffey, CPA


2003 -
$250 - David E. Coffey, CPA







**(4)
  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:




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


2003 - $0
- Hall & Company, Certified Public Accountants Inc.





2004 - $0
- David E. Coffey, CPA


2003 - $0
- David E. Coffey, CPA





***Page
- 41***




(5)
  Bullion River’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.






(6)
  The percentage of hours expended on the principal accountant’s engagement
to audit Bullion River’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 %.







***Page
- 42***











**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:  **March
31, 2005**








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, and a member of the
      Board of Directors
    March
      31, 2005*/s/
      Dan Graves*
    Principal
      Financial Officer
    March
      31, 2005*/s/
      Victor H. Bradley*
    Member
      of the board of Directors
    March
      31, 2005












***Page
- 43***













**Exhibit
31**


















***Page
- 44***







**BULLION
RIVER GOLD CORP.**


**CERTIFICATIONS
PURSUANT TO**


**SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002**






**CERTIFICATION**






I, Peter
M. Kuhn, certify that:






1.  
I have reviewed this annual report on Form 10-KSB of Bullion River Gold Corp.;




2.  
Based on my knowledge, this annual report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;




3.  
Based on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;




4.  
The registrant’s other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:




a)  
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;




b)  
evaluated the effectiveness of the registrant’s disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the “Evaluation Date”); and




c)  
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;




5.  
The registrant’s other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant’s auditors and the audit committee of
registrant’s board of directors (or persons performing the equivalent function):




a)  
all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant’s ability to record, process,
summarize and report financial data and have identified for the registrant’s
auditors any material weaknesses in internal controls; and




b)  
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant’s internal controls; and




6.  
The registrant’s other certifying officers and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.






Date:
March 31, 2005






**






*/s/
Peter M. Kuhn*


Peter M.
Kuhn


Chief
Executive Officer










***Page
- 45***







**BULLION
RIVER GOLD CORP.**


**CERTIFICATIONS
PURSUANT TO**


**SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002**






**CERTIFICATION**






I, Dan
Graves, certify that:






1.  
I have reviewed this annual report on Form 10-KSB of Bullion River Gold Corp.;




2.  
Based on my knowledge, this annual report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;




3.  
Based on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;




4.  
The registrant’s other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:




a)  
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;




b)  
evaluated the effectiveness of the registrant’s disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the “Evaluation Date”); and




c)  
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;




5.  
The registrant’s other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant’s auditors and the audit committee of
registrant’s board of directors (or persons performing the equivalent function):




a)  
all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant’s ability to record, process,
summarize and report financial data and have identified for the registrant’s
auditors any material weaknesses in internal controls; and




b)  
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant’s internal controls; and




6.  
The registrant’s other certifying officers and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.






Date:
March 31, 2005






*/s/
Dan Graves*


Dan
Graves


Chief
Financial Officer













***Page
- 46***















**Exhibit
32**
















***Page
- 47***







**CERTIFICATION
PURSUANT TO**


**18
U.S.C. SECTION 1350,**


**AS
ADOPTED PURSUANT TO**


**SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002**













In
connection with the Annual Report of Bullion River Gold Corp. (“Bullion River”)
on Form 10-KSB for the period ending December 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Peter
M. Kuhn, President and Chief Executive Officer of Bullion River and a member of
the Board of Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of
2002, that:






(1)
  The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and




(2)
  The information contained in the Report fairly represents, the financial
condition and result of operations of the Company.













*/s/
Peter M. Kuhn*


Peter M.
Kuhn


Chief
Executive Officer






March 31,
2005







***Page
- 48***







**CERTIFICATION
PURSUANT TO**


**18
U.S.C. SECTION 1350,**


**AS
ADOPTED PURSUANT TO**


**SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002**













In
connection with the Annual Report of Bullion River Gold Corp. (“Bullion River”)
on Form 10-KSB for the period ending December 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Dan
Graves, Chief Financial Officer of Bullion River, certify, pursuant to s.906 of
the Sarbanes-Oxley Act of 2002, that:






(1)
  The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and




(2)
  The information contained in the Report fairly represents, the financial
condition and result of operations of the Company.













*/s/
Dan Graves*


Dan
Graves


Chief
Financial Officer






March 31,
2005







***Page
- 49***











**Exhibit
A**


**Financial
Statements**














***Page
- 50***








**BULLION
RIVER GOLD CORP.**
 **(An
Exploration Stage Company)**
 
 **CONSOLIDATED
FINANCIAL STATEMENTS**
 
 
 
 **As
at December 31, 2004 and 2003 and for the years ended December 31, 2004 and 2003
and**
 **for
the period June 29, 2001 (date of inception) to December 31,
2004**
 
 
 
 **REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM**
 
 **CONSOLIDATED BALANCE SHEETS**
  **CONSOLIDATED STATEMENTS OF
OPERATIONS**
  ****
 **CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
AND COMPREHENSIVE LOSS**
  **CONSOLIDATED STATEMENTS OF CASH FLOWS**
 
 **NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS**
 
 
 
 ***Page
- 51***
 
 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
 
 
 **Report of Independent Registered Public Accounting
Firm**
 
 
 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
and subsidiaries 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 for 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 year then ended and for 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
 
 ***Page
- 52***
  **BULLION
      RIVER GOLD CORP.****(An
      Exploration Stage Company)****CONSOLIDATED BALANCE SHEETS****As
      At December 31, 2004 and 2003****UNAUDITED**
  **2004**
    
    **2003****ASSETS****Current
      Assets**Cash
    
    $
    273,331
    
    $
    152,926Prepaids
    
    
    89,267
    
    
    83362,598
    
    
    153,009Fixed
      assets, net of $13,050 accumulated depreciation
    
    
    96,565
    
    
    -**TOTAL
      ASSETS**
    
    **$**
    **459,163**
    
    **$**
    **153,009****LIABILITIES
      AND STOCKHOLDERS' DEFICIT****Current
      Liabilities**Accounts
      payable and accruals
    
    $
    524,062
    
    $
    8,144Advance
      payable
    
    
    100,000
    
    
    15,428Note
      payable
    
    
    -
    
    
    200,000**TOTAL
      LIABILITIES**
    
    
    **624,062**
    
    
    **223,572**Commitments
      and Contingencies**STOCKHOLDERS'
      DEFICIT**Share
      CapitalAuthorized200,000,000
      common shares, $0.001 par valueIssued
      and outstanding28,444,004
      and 10,000,000 common shares
    
    
    28,444
    
    
    10,000Additional
      paid in capital
    
    
    2,918,591
    
    
    65,000Deficit
      accumulated during the exploration stage
    
    
    (3,110,748
    )
    
    (145,563
    )Foreign
      currency translation adjustment
    
    
    (1,186
    )
    
    -**TOTAL
      STOCKHOLDERS' DEFICIT**
    
    
    **(164,899**
    **)**
    
    **(70,563**
    **)****TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT**
    
    **$**
    **459,163**
    
    **$**
    **153,009**
 
 
 ***Page
- 53***
 ****
 **BULLION
      RIVER GOLD CORP.****(An
      Exploration Stage Company)****CONSOLIDATED STATEMENTS OF
      OPERATIONS******

**For
      the Years**
    
    
    **From
      Inception,******
    
    
    **Ended
      December 31,**
    
    
    **June
      29, 2001 to****2004**
    
    
    **2003**
    
    
    **December
      31, 2004****Revenue**
    
    $
    -
    
    $
    -
    
    $
    -**Expenses**Administrative
    
    
    181,408
    
    
    25,000
    
    
    206,408Consulting
    
    
    190,416
    
    
    40,725
    
    
    248,391Depreciation
    
    
    13,050
    
    
    -
    
    
    13,050Exploration
    
    
    1,874,409
    
    
    -
    
    
    1,874,409Filing
      Fees
    
    
    30,365
    
    
    2,209
    
    
    32,939Insurance
    
    
    26,910
    
    
    -
    
    
    26,910Interest
      and Bank Charges
    
    
    5,349
    
    
    523
    
    
    6,128Investor
      Relations and Promotion
    
    
    222,389
    
    
    -
    
    
    222,389Office
    
    
    45,863
    
    
    2,072
    
    
    48,310Organizational
      Costs
    
    
    -
    
    
    -
    
    
    1,000Professional
    
    
    184,691
    
    
    34,392
    
    
    244,185Rent
    
    
    19,605
    
    
    -
    
    
    19,605Salaries
      and Wages
    
    
    59,192
    
    
    12,500
    
    
    71,692Travel
    
    
    112,372
    
    
    2,674
    
    
    115,046Extinguishment
      of Debt
    
    
    (6,839
    )
    
    (18,880
    )
    
    (25,719
    )Total
      Operating Expenses
    
    
    2,959,180
    
    
    101,215
    
    
    3,104,743Other
      ItemsIncome
      Tax Refund
    
    
    833
    
    
    -
    
    
    833Interest
      Expense
    
    
    (6,838
    )
    
    -
    
    
    (6,838
    )**NET
      LOSS/COMPREHENSIVE****LOSS
      FOR THE YEAR**
    
    **$**
    **(2,965,185**
    **)**
    **$**
    **(101,215**
    **)**
    **$**
    **(3,110,748**
    **)****BASIC
      AND DILUTED**
    
    **$**
    **(0.11**
    **)**
    **$**
    **(0.01**
    **)****LOSS
      PER SHARE****WEIGHTED
      AVERAGE**
    
    
    **26,188,158**
    
    
    **24,273,393****SHARES
      OUTSTANDING**
 
 
 
  
 ***Page
- 54***
 
 **BULLION RIVER GOLD CORP.****CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT AND COMPREHENSIVE LOSS****For
      The Years Ended December 31, 2004, 2003, 2002 and The Period From
      Inception June 29, 2001 to December 31, 2001******

**Deficit******
    
    
    
    
    
    
    
    
    
    
    
    **Accumulated**
    
    
    **Accumulated******
    
    **Common
      Stock Issued**
    
    **Additional**
    
    
    **During
      the**
    
    
    **Other******
    
    **Number
      of**
    
    
    **Paid
      in**
    
    
    **Development**
    
    
    **Comprehensive******
    
    
    **Shares**
    
    
    **Amount**
    
    
    **Capital**
    
    
    **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 six 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 year ended, December 31, 2002
    
    
    -
    
    
    -
    
    
    -
    
    
    (43,348
    )
    
    -
    
    
    (43,348
    )**Balance,
      December 31, 2002**
    
    
    **2,608,500**
    
    
    **2,608**
    
    
    **33,242**
    
    
    **(44,348**
    **)**
    
    -
    
    
    **(8,498**
    **)**Issuance
      of common sharesfor
      cash, January 7, 2003
    
    
    95,000
    
    
    95
    
    
    9,405
    
    
    -
    
    
    -
    
    
    9,500Issuance
      of common sharesfor
      cash, January 9, 2003
    
    
    80,000
    
    
    80
    
    
    7,920
    
    
    -
    
    
    -
    
    
    8,000Issuance
      of common sharesfor
      cash, February 7, 2003
    
    
    110,000
    
    
    110
    
    
    10,890
    
    
    -
    
    
    -
    
    
    11,000Issuance
      of common sharesfor
      cash, February 18, 2003
    
    
    106,500
    
    
    107
    
    
    10,543
    
    
    -
    
    
    -
    
    
    10,650Commons
      shares cancelled,December
      2, 2003
    
    
    (2,000,000
    )
    
    (2,000
    )
    
    2,000
    
    
    -
    
    
    -
    
    
    -Issuance
      of nine for one commonstock
      dividend, December 9, 2003
    
    
    9,000,000
    
    
    9,000
    
    
    (9,000
    )
    
    -
    
    
    -
    
    
    -Net
      loss, for the year ended, December 31, 2003
    
    
    -
    
    
    -
    
    
    -
    
    
    (101,215
    )
    
    -
    
    
    (101,215
    )**Balance,
      December 31, 2003**
    
    
    **10,000,000**
    
    
    **10,000**
    
    
    **65,000**
    
    
    **(145,563**
    **)**
    
    -
    
    
    **(70,563**
    **)**Issuance
      of one and one half for one commonstock
      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
    
    
    -
    
    
    -
    
    
    34,500Issuance
      of 850,000 units for cash,Reg
      S, April 15, 2004
    
    
    850,000
    
    
    850
    
    
    849,150
    
    
    -
    
    
    -
    
    
    850,000Issuance
      of 125,000 units for cash,Reg
      S, April 30, 2004
    
    
    125,000
    
    
    125
    
    
    124,875
    
    
    -
    
    
    -
    
    
    125,000Issuance
      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 year ended, December 31, 2004
    
    
    -
    
    
    -
    
    
    -
    
    
    (2,965,185
    )
    
    -
    
    
    (2,965,185
    )Foreign
      currency translation adjustments
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (1,186
    )
    
    (1,186
    )**28,444,004**
    
    **$**
    **28,444**
    
    **$**
    **2,918,591**
    
    **$**
    **(3,110,748**
    **)**
    **$**
    **(1,186**
    **)**
    **$**
    **(164,899**
    **)**
 
 
   ***Page
- 55***
 
 **BULLION
      RIVER GOLD CORP.****(An
      Exploration Stage Company)****CONSOLIDATED STATEMENTS OF CASH
    FLOWS******

**From
      Inception,******
    
    
    **For
      The Years Ended December 31,**
    
    
    **June
      29, 2001 to****2004**
    
    
    **2003**
    
    
    **December
      31, 2004****CASH
      FLOWS FROM OPERATING ACTIVITIES**Net
      loss for the period
    
    $
    (2,965,185
    )
    $
    (101,215
    )
    $
    (3,110,748
    )Adjustment
      to reconcile net loss to net cash usedin
      operating activities:Depreciation
    
    
    13,050
    
    
    -
    
    
    13,050Gain
      on extinguishment of debt
    
    
    (6,839
    )
    
    (18,880
    )
    
    (25,719
    )Common
      stock issued for services and related expenses
    
    
    128,650
    
    
    -
    
    
    128,650Changes
      in operating assets and liabilities:Increase
      in prepaids
    
    
    (89,184
    )
    
    (83
    )
    
    (89,267
    )Increase
      (Decrease) in accounts payable and accruals
    
    
    522,757
    
    
    (1,907
    )
    
    530,901**NET
      CASH USED IN OPERATING ACTIVITIES**
    
    
    **(2,396,751**
    **)**
    
    **(122,085**
    **)**
    
    **(2,553,133**
    **)****CASH
      FLOWS FROM INVESTING ACTIVITIES**Purchase
      of fixed assets
    
    
    (109,615
    )
    
    -
    
    
    (109,615
    )**NET
      CASH USED IN INVESTING ACTIVITIES**
    
    
    **(109,615**
    **)**
    
    **-**
    
    
    **(109,615**
    **)****CASH
      FLOWS FROM FINANCING ACTIVITIES**Common
      shares issued for cash
    
    
    2,473,385
    
    
    39,150
    
    
    2,548,385Advance
      payable
    
    
    84,572
    
    
    34,308
    
    
    118,880Note
      payable
    
    
    70,000
    
    
    200,000
    
    
    270,000**NET
      CASH PROVIDED BY FINANCING ACTIVITIES**
    
    
    **2,627,957**
    
    
    **273,458**
    
    
    **2,937,265**Effect
      of exchange rate changes on cash
    
    
    (1,186
    )
    
    -
    
    
    (1,186
    )**INCREASE
      IN CASH**
    
    
    **120,405**
    
    
    **151,373**
    
    
    **273,331**CASH,
      BEGINNING OF YEAR
    
    
    152,926
    
    
    1,553**CASH,
      END OF YEAR**
    
    **$**
    **273,331**
    
    **$**
    **152,926**Supplemental
      disclosure of cash flow information:Cash
      paid during the year for:Interest
    
    $
    -
    
    $
    -Non-cash
      financing activities:Issuance
      of shares:For
      finders fees
    
    $
    28,750
    
    $
    -For
      consulting services
    
    $
    65,400
    
    $
    -For
      exploration option payment
    
    $
    34,500
    
    $
    -For
      notes payable
    
    $
    270,000
    
    $
    -
****
  
 ***Page
- 56***
 **BULLION
RIVER GOLD CORP.**
 **(An
Exploration Stage Company)**
 **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
 December 31, 2004 and
2003
 
 ****
 **NOTE
1 - ORGANIZATION AND NATURE OF OPERATIONS**
 
 **NATURE
OF OPERATIONS**
 The
Bullion River Gold Corp. (the "Company") was incorporated on June 29, 2001,
under the laws of the State of Nevada, as Dynasty International Corporation. On
December 1, 2003, all of the directors and officers of the Company resigned and
a new director and officer was appointed. On December 9, 2003, the Company
changed its name to Bullion River Gold Corp. 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 Corporaton, which was incorporated in the State
of Nevada on September 30, 2004.
 
 On
December 9, 2003, the Company changed its business direction from retail water
quality testing and treatment products and systems to gold and silver
exploration.
 
 **EXPLORATION
STAGE ACTIVITIES**
 The
Company has not commenced significant operations and, in accordance with SFAS
No. 7, the Company was considered a development stage company until it changed
business direction in December 2003 and became an exploration company.
 
 **NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **BASIS
OF PRESENTATION**
 The
accompanying consolidated financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of America
(“US GAAP”).
 
 **PRINCIPLES
OF CONSOLIDATION**
 The
consolidated financial statements include the accounts of the Company and its
subsidiaries. All significant intercompany balances and transactions have been
eliminated.
 
 **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.
 
 ****
 **CASH
AND CASH EQUIVALENTS**
 For
purposes of the balance sheet and statements of cash flows, the Company
considers all highly liquid debt instruments purchased with maturity of three
months or less to be cash equivalents. At December 31, 2004 and 2003, the
Company had no cash equivalents.
 
 ****
 **CONCENTRATION
OF CREDIT RISK**
 Financial
instruments that potentially subject the Company to concentrations of credit
risk consist of cash. At December 31, 2004 and 2003, the Company's cash is held
in U.S. bank accounts, accounts with a Canadian Chartered bank and in an
attorney’s trust account. All of the banks and the attorney have deposit
insurance thus limiting the amount of credit exposure.
 
 **FAIR
VALUE OF FINANCIAL INSTRUMENTS**
 The
carrying values reflected in the consolidated balance sheets for cash, accounts
payable and accruals, advances payable and the note payable approximate their
fair values because of the short term nature of these instruments.
 
 
 ***Page
- 57***
 
 **BULLION
RIVER GOLD CORP.**
 **(An
Exploration Stage Company)**
 **NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
 December 31, 2004 and
2003
 
 **NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued**
 
 ****
 **REVENUE
RECOGNITION**
 Gold and
silver sales will be recognized when 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. The Company will provide a valuation allowance for
deferred tax assets for which it does not consider realization of such assets to
be more likely than not.
 
 **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, 2004
and 2003 the Company had no options outstanding. At December 31, 2004, the
Company had 3,327,001 warrants outstanding and at December 31, 2003 the Company
had no warrants outstanding.
 
 **SEGMENT
REPORTING**
 The
Company is centrally managed and operates in one business segment, the mining
business, in one country (geographical segment) in the United States of
America.
 
 **RESEARCH
EXPENDITURES**
 Research
expenditures are expensed in the year incurred.
 
 **STOCK-BASED
COMPENSATION**
 The
Company follows Statement of Financial Accounting Standards (“SFAS”) No. 148
“Accounting for Stock-Based Compensation - Transition and Disclosure an
amendment of SFAS No. 123”. This statement amends SFAS No. 123, “Accounting for
Stock-Based Compensation”, to provide alternative methods of transition for a
voluntary change to the fair value method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require more prominent disclosures in both annual and interim
financial statements about methods of accounting for stock-based employee
compensation and the effect of the method used on reported results. The Company
has chosen to account for stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board (“APB”) Opinion No. 25,
“Accounting for Stock Issued to Employees,” and related interpretations.
 
 Compensation
cost, if any, is recorded in stockholders’ deficit as additional paid-in capital
with an offsetting entry recorded to deferred stock-based compensation. Deferred
stock-based compensation, if any, is amortized and charged to expense based on
the vesting terms of the underlying options. At December 31, 2004 and 2003, the
Company had not entered into any stock-based compensation arrangements and no
stock-based compensation was recognized.
  
 **LEASES**
 Leases
where substantially all the rewards and risks of ownership of assets remain with
the leasing company are accounted for as operating leases. Other leases are
accounted for as capital 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.
 
 **PRODUCT
DEVELOPMENT**
 The
Company expenses all costs that are incurred in connection with the planning and
implementation phases of development and costs that are associated maintenance
of the existing web site.
 
 
 
 ***Page
- 58***
 
 **BULLION
RIVER GOLD CORP.**
 **(An
Exploration Stage Company)**
 **NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
 December 31, 2004 and
2003
 **NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued**
 
 **FIXED
ASSETS**
 Office
furniture, equipment, 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 and 4
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.
 
 **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 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.
 
 **RECLAMATION
AND ABANDONMENT COSTS**
 The
Company follows 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. This statement establishes a
uniform methodology for accounting for estimated reclamation and abandonment
costs whereby reclamation and closure costs including site rehabilitation will
be recorded at the estimated present value of reclamation liabilities and will
increase the carrying amount of the related asset. These reclamation costs will
be allocated to expense over the life of the related assets 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. The Company is
still in the exploration stage and thus SFAS 143 does not effect the Company’s
present operations or financial position.
 
 **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, 2004 and 2003.
 
 **EXTINGUISHMENT
OF DEBT**
 At
December 31, 2004 and 2003 the Company recorded extinguishment of debt of $6,839
and $18,880, as a credit to recurring operations because the transaction was not
considered to be unusual or infrequent.
 
 
 ***Page
- 59***
 
 **BULLION
RIVER GOLD CORP.**
 **(An
Exploration Stage Company)**
 **NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
 December 31, 2004 and
2003
 
 **NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued**
 
 **RECENT
ACCOUNTING PRONOUNCEMENTS**
 In
December 2003, the Financial Accounting Standards Board (“FASB”) issued a
revised Interpretation No. 46 (“FIN 46R”), Consolidation of Variable Interest
Entities. FIN 46R addresses consolidation by business enterprises of variable
interest entities and significantly changes the consolidation application of
consolidation polices to variable interest entities and, thus improves
comparability between enterprises engaged in similar activities when those
activities are conduced through variable interest entities. As of December 31,
2004, the Company is not a party to any variable interest entity. The adoption
of FIN No. 46 or FIN 46R did not have a material effect on its financial
position or results of operations.
 
 In May
2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This statement
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. In accordance with the standard, financial instruments
that embody obligations for the issuer are required to be classified as
liabilities. SFAS 150 is effective for all financial instruments created or
modified after May 31, 2003, and otherwise shall be effective at the beginning
of the first interim period beginning after June 15, 2003. The adoption of SFAS
150 did not have a material effect on the Company's financial condition or
results of operations.
 
 In
November 2004, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 151, “Inventory Costs - an amendment of ARB No. 43, Chapter 4” in an
effort to unite the United States accounting standards for inventories with
International Accounting Standards leading to consistent application of certain
accounting requirements. SFAS 151 addresses accounting for abnormal amounts of
freight, handling costs, idle facility expense and spoilage (wasted material)
and requires that these costs be recognized as current period expenses.
Previously, these costs had to be categorized as “so abnormal as to require
treatment as current period charges.” In addition, allocation of fixed
production overheads to the costs of conversion must be based on the normal
capacity of the production facilities. SFAS 151 will be effective for fiscal
years beginning after June 15, 2005. The adoption of this statement is not
expected to impact the Company’s operating results, financial position or cash
flows.
 
 In
December 2004, the FASB issued SFAS 153 “Exchanges of Non-monetary Assets - an
amendment of APB Opinion No. 29.” This statement requires that non-monetary
exchanges must be recorded at fair value and the appropriate gain or loss must
be recognized so long as the fair value is determinable and the transaction has
commercial substance. According to this statement, companies can no longer use
the “similar productive assets” concept to account for non-monetary exchanges at
book value with no gain or loss being recognized. SFAS 153 will be effective for
fiscal periods beginning after June 15, 2005. The adoption of this statement is
not expected to impact the Company’s operating results, financial position or
cash flows.
 
 In
December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment.” SFAS 123R
revises SFAS 123, “Accounting for Stock-Based Compensation”, and focuses on
accounting for share-based payments for services by employer to employee. The
statement requires companies to expense the fair value of employee stock options
and other equity-based compensation at the grant date. The statement does not
require a certain type of valuation model and either a binomial or Black-Scholes
model may be used. The provisions of SFAS 123R are effective for financial
statements for fiscal periods ending after June 15, 2005. The adoption of this
statement is not expected to impact the Company’s operating results, financial
position or cash flows.
 
 A
committee of the Emerging Issues Task Force (“EITF”) discussed the accounting
for deferred stripping costs but did not reach a consensus in 2004. The Task
Force considered the recommendation that stripping costs incurred during
production are a mine development cost that should be capitalized as an
investment in the mine and attributed to the proven and probable reserves
benefited in a systematic and rational manner. However, the Task Force directed
the FASB staff to develop additional guidance about what constitutes a
systematic and rational manner of attributing the capitalized costs to proven
and probable reserves benefited. The Company cannot predict whether the
deliberations of the EITF will ultimately modify or otherwise result in new
accounting standards or interpretations thereof that differ from the Company’s
current practices.
 
 
 ***Page
- 60***
 
 **BULLION
RIVER GOLD CORP.**
 **(An
Exploration Stage Company)**
 **NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
 December 31, 2004 and
2003
  **NOTE
3 - NOTES PAYABLE**
 
 At
December 31, 2004 and 2003, the Company had a note payable in the amount of $Nil
and $200,000. The note dated December 19, 2003, was interest free for 90 days,
bore interest at 1% per month after 90 days, was unsecured and payable on
demand. During the year ended December 31, 2004, the note was converted into
200,000 common shares of the Company at $1 per share and all accrued interest
was forgiven on the date of the conversion. (Note 4)
 
 During
the year ended December 31, 2004, the Company issued a note payable in the
amount of $70,000. During the year the Company converted this note payable into
common stock of the Company at $0.75 per share. (Note 4)
 
 The
Company received an advance of $100,000 on December 15, 2004, this advance bears
no interest, is unsecured and was payable within five business
days.
 
 **NOTE
4 - 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.
 
 On March
18, 2004, the Company issued 30,000 restricted common shares to their
Vice-President, Exploration as part of its commitment under the Consulting
Agreement. Upon issuance of these shares the Company recorded a consulting
expense of $34,500 or $1.15 per share, which was the market value of the shares
on the date of issuance. (Note 8)
 
 On March
18, 2004, the Company issued 30,000 restricted common shares as part of its
commitment under the Thomas Creek Option Agreement. Upon issuance of these
shares the Company recorded exploration expense of $34,500 or $1.15 per share,
which was the market value of the shares on the date of issuance. (Note 6)
 
 On March
18, 2004, the Company issued 25,000 restricted common shares to their
Vice-President, Exploration 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 or $1.15 per share, which was the market value of the shares
on the date of issuance. (Notes 6 and 8)
 
 
 ***Page
- 61***
  **BULLION
RIVER GOLD CORP.**
 **(An
Exploration Stage Company)**
 **NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
 December 31, 2004 and
2003
 **NOTE
4 - COMMON STOCK, continued**
 
 On April
15, 2004, the Company issued 850,000 units at a $1.00 per unit under Reg S for
$850,000 cash as part of the February 6, 2004 offering for two million units.
 
 On April
30, 2004, the Company issued 125,000 units at a $1.00 per unit under Reg S for
$125,000 cash as part of the February 6, 2004 offering for two million units.
 
 On July
20, 2004, the Company issued 30,000 common shares to their Vice-President of
Engineering as part of its commitment under the Consulting Agreement. Upon
issuance of these shares the Company recorded a consulting expense of $30,900 or
$1.03 per share, which was the market value of the shares on the date of
issuance. (Note 8)
 
 On July
20, 2004, the Company issued 50,000 units at a $1.00 per unit under Reg S for
$50,000 cash as part of the February 6, 2004 two million unit offering.
 
 On
September 8, 2004, the Company authorized an offering of five million units at
$0.75 per unit. 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
$1.00 for a period of two years. On November 17, 2004, the term for exercising
all warrants issued under the September 8, 2004 offering was extended from two
to three years.
 
 On
September 29, 2004, the Company issued 200,000 units at $1.00 per unit under Reg
S as payment in full of a $200,000 note payable as part of the February 6, 2004
offering for two million units. (Note 3)
 
 On
September 29, 2004, the Company issued 93,334 units at $0.75 per unit under Reg
S as payment in full of a $70,000 note payable as part of the September 8, 2004
offering for five million units. (Note 3)
 
 On
September 29, 2004, the Company issued 1,000,001 units at $0.75 per unit under
Reg S for $750,000 cash as part of the September 8, 2004 offering for five
million units.
 
 On
November 16, 2004, the Company issued 299,000 units at $0.75 per unit under Reg
S for $244,250 cash as part of the September 8, 2004 offering for five million
units. ****
 
 On
December 10, 2004, the Company issued 183,333 units at $0.75 per unit under Reg
D for $137,500 cash as part of the September 8, 2004 offering for five million
units. An additional 2,000 units were issued under Reg D at a deemed fair value
of $1,500 as a finders fee in respect of the 183,333 unit sale.
 
 On
December 22, 2004, the Company issued 25,000 units at $0.75 per unit under Reg S
for $18,750 cash as part of the September 8, 2004 offering for five million
units.
 
 On
December 29, 2004, the Company issued 501,333 units at $0.75 per unit under Reg
S for $376,000 cash as part of the September 8, 2004 offering for five million
units. The Company incurred $58,115 in share issue costs and is committed to
issuing 50,133 three year share purchase warrants at a exercise price similar to
those of the investor, to the agent, in respect of the sale of these
units.
 
 
 ***Page
- 62***
 
 **BULLION
RIVER GOLD CORP.**
 **(An
Exploration Stage Company)**
 **NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
 December 31, 2004 and
2003
 **NOTE
5 - WARRANTS**
 
 At
December 31, 2004 the Company had the following warrants
outstanding:
 
 **Date**
    **#
      Warrants**
    **Exercise
      price**
    **Expiry
      Date**15-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
    200,000
    $  1.00
    29-Sep-0729-Sep-04
    1,093,335
    $  1.00
    29-Sep-0716-Nov-04
    299,000
    $  1.00
    16-Nov-0710-Dec-04
    185,333
    $  1.00
    10-Dec-0722-Dec-04
    25,000
    $  1.00
    05-Jan-0829-Dec-04
    501,333
    $  1.00
    29-Dec-073,329,001
 
 **NOTE
6 - MINERAL PROPERTIES**
 
 **Antone
Canyon Mining Corp.**
 On
January 9, 2004, Bullion'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 for an
assignment fee of $146,142.
 
 At
January 9, 2004, all required payments under the option agreement, dated
December 12, 2002, had been made and the owner of the mineral claims consented
to the assignment of the option agreement to Antone. The required payments were;
$20,000 in options payments on each of December 12, 2002 and 2003 and
expenditures on the property in excess of $90,000.
 
 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, 2004 and 2003, the Company had made all payments and complied with
all of the terms of the option agreement. At December 31, 2004 and 2003, the
Company had spent $293,827 and $nil on exploration, including option payments,
BLM and County fees, on the Antone property.
 
 **Corcoran
Canyon Mining Corp.**
 On
February 18, 2004, Bullion'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
for an assignment fee of $43,596. In addition, a company controlled by the
president of Bullion has agreed to transfer all of its right, title and interest
in 89 contiguous, recently staked, unpatented mineral claims to Corcoran.
 
 
 ***Page
- 63***
 
 **BULLION
RIVER GOLD CORP.**
 **(An
Exploration Stage Company)**
 **NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
 December 31, 2004 and
2003
  **NOTE
6 - MINERAL PROPERTIES, continued**
 
 **Corcoran
Canyon Mining Corp., continued**
 At
February 16, 2004, the owner of the mineral claims consented to the assignment
of the option agreement to Corcoran and all required payments under the original
option agreement, dated February 28, 2003, have been made. The required payments
under the option agreement were; $2,000 paid to the owner on execution of the
agreement, reimbursement of claim and lease maintenance fees to the owner of
$4,454 and expenditures on the property in excess of $50,000.
 
 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, 2004 and 2003, the Company had made all payments and complied with
all of the terms of the option agreement. At December 31, 2004 and 2003, the
Company had spent $105,479 and $nil on exploration, including option payments,
BLM and county fees and insurance, on the Corcoran property.
 
 **Cimarron
Mining Corp.**
 On
February 19, 2004, Bullion'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 for an
assignment fee of $13,468.
 
 At
February 16, 2004, all required payments under the original option agreement,
dated August 22, 2003, had been made and the owner of the mineral claims
consented to the assignment of the option agreement to Cimarron. The required
payments were; $2,000 on execution of the agreement and reimbursement of claim
and lease maintenance fees to the owner of $3,259.
 
 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.
 
 As part
of the purchase price the owner has assigned his option on 6 additional claims
located in Nye County in the State of Nevada to Cimarron. This additional option
expired on June 1, 2004.
 
 At
December 31, 2004 and 2003, the Company had spent $31,328 and $nil on
exploration including option payments, BLM and country fees and insurance on the
Cimarron property. As a result, the Company was not in compliance with its
requirement to spend a minimum of $50,000 on exploration by August 22, 2004.
 
 ***Page
- 64***
  **BULLION
RIVER GOLD CORP.**
 **(An
Exploration Stage Company)**
 **NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
 December 31, 2004 and
2003
 **NOTE
6 - MINERAL PROPERTIES, continued**
 
 **Wenban
Spring Mining Corp. (formerly Thomas Creek Mining Corp.)**
 On
February 20, 2004, Bullion'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 for an assignment fee of $53,740.
 
 On
February 12, 2004 the owner of all of the mineral claims consented to the
assignment of the option agreement to Thomas Creek. On February 20, 2004 all
required payments under the original option agreement dated December 20, 2002,
had been made. The required payments were; $15,000 and issuance of 20,000 shares
on execution of the agreement and $17,500 and issuance of 30,000 common shares
of the Company upon the assignment of the option agreement. (Note 4)
 
 At
December 31, 2004 and 2003 the Company had spent $273,648 and $nil on
exploration, including option payments and BLM and county fees on the Thomas
Creek property.
 
 During
the year ended December 31, 2004 the Company terminated their option on the
Thomas Creek property and on September 28, 2004 the Company changed its name
from Thomas Creek Mining Corp. to Wenban Spring Mining Corp.
 
 During
the year ended December 31, 2004, Bullion River acquired a 100% interest in the
Wenban property by staking claims covering approximately 7.25 square miles
in the Cortez Hills region of Nevada.
 
 At
December 31, 2004, the Company had spent $114,964 on exploration, including BLM
and country fees, on the Wenban Spring property .
 
 **North
Fork Mining Corp.**
 On
February 23, 2004, Bullion's wholly owned subsidiary North Fork Mining Corp.
("North Fork") was assigned three options to acquire a 100% undivided right,
title and interest in an aggregate 42 unpatented mineral claims located in
Sierra County in the State of California. The option was assigned from a company
controlled by the president of Bullion 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 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.
 
 
 ***Page
- 65***
 
 **BULLION
RIVER GOLD CORP.**
 **(An
Exploration Stage Company)**
 **NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
 December 31, 2004 and
2003
  **NOTE
6 - MINERAL PROPERTIES, continued**
 
 **North
Fork Mining Corp., continued**
 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, 2004 and 2003, the Company had made all payments and complied with
all of the terms of the option agreements. **** At
December 31, 2004 and 2003, the Company had spent $612,063 and $nil on
exploration, including option payments, BLM and county fees, on the North Fork
property.
 
 **Painted
Hills Claims**
 During
the year the Company acquired a 100% interest in 41 unpatented mineral claims in
the Painted Hills district in Humboldt County, Nevada. On March 18, 2004, the
Company issued 25,000 restricted common shares at market value of $28,750 to
their Vice-President, Exploration as a finder’s fee for locating and assisting
the Company in staking the property. (Notes 4 and 8)
 
 At
December 31, 2004, the Company had spent $18,782 on exploration, including BLM
and country fees, on the Painted Hills claims.
 
 **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
the year 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, whereby their exclusive
right to explore the Washington Niagara Property was extended to September 30,
2005. Under the terms of this agreement, the Company is required to pay $15,000
in outstanding county taxes, option payments of $50,000 on each of June 1 and
August 1, 2005, to pay all State and Federal claim and maintenance fees and to
carry liability insurance of $1 million. The option to purchase can be exercised
at any time up to October 1, 2005. If French Gulch exercises its option, it is
required to make bimonthly option payments of $50,000 until production
commences. Once production commences French Gulch will be required to make
bimonthly payments of $175,000. Ownership of the Property will transfer to
French Gulch once the aggregate amount of option payments 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.
 
 On August
17, 2004, French Gulch (Nevada) Mining Corp. "French Gulch" staked an additional
21 mineral claims in the French Gulch district in Shasta County, California at a
cost of $12,900.
 
 At
December 31, 2004, the Company had made all payments and complied with all of
the terms of the option agreement.
 
 At
December 31, 2004, the Company had spent $432,138 on exploration, including
option payments and BLM and county fees, on the French Gulch property.
 
 ***Page
- 66***
 
 **BULLION
RIVER GOLD CORP.**
 **(An
Exploration Stage Company)**
 **NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
 December 31, 2004 and
2003
  **NOTE
7 - COMMITMENTS**
 
 **Mineral
Property Option Payments**
 The
Company is committed to making the following mineral property work commitments
or option payments under assumption of the option agreements on or before
December 31:
 
 Property
    2005
    2006
    2007
    2008
    2009
    2010
    2011Antone
      Canyon
    $
      40,000
    $
      40,000
    $
      40,000
    $
      40,000
    $
      40,000
    $
      40,000
    $
      40,000Corcoran
      Canyon
    44,571
    50,000
    -
    -
    -
    -
    -Cimarron
    87,399
    50,000
    -
    -
    -
    -
    -North
      Fork
    18,000
    72,000
    60,000
    -
    -
    -
    -French
      Gulch
    100,000Total
    $289,970
    $212,000
    $100,000
    $
      40,000
    $
      40,000
    $
      40,000
    $
      40,000
 ****
 **NOTE
7 - COMMITMENTS**
 
 **Lease
Commitments**
 On
January 9, 2004, the Company entered into an office premises lease agreement for
a one-year term commencing February 15, 2004. Payments under this agreement are
$1,800 per month. On November 18, 2004 this lease was renewed for a one-year
term expiring on February 28, 2006, at a rate of $1,848 per month.
 
 On
November 18, 2004, the Company entered into a lease agreement for additional
office space for a fourteen-month term commencing January 1, 2005. Payments
under this agreement are $2,404 per month.
 
 On
October 15, 2004 the Company entered into a rental agreement for office space
whereby the Company is committed to pay $975 per month until April 30,
2005.
 
 On
November 22, 2004 the Company entered into an equipment lease agreement whereby
the Company is committed to pay lease payments of $4,827 per month for five
months commencing November 22, 2004.
 
 On
December 9, 2004 the Company entered into an equipment rental agreement whereby
the Company is committed to pay rental payments of $1,350 per month for three
months commencing December 9, 2004.
 
 **Consulting
Commitment**
 On March
1, 2004, the Company entered into a business consulting agreement whereby the
Company has agreed to pay $5,000 per month for business consulting services
until March 1, 2005.
 
 **NOTE
8 - RELATED PARTY TRANSACTIONS**
 
 During
the year ended December 31, 2004, the Company paid $15,000 in wages, $27,239 in
consulting fees and reimbursed $3,557 in moving costs to the President of the
Company. During the year ended December 31, 2003 the Company paid $12,500 in
salary to the President of the Company.
 
 During
the year ended December 31, 2004, the Company paid $46,250 and $2,500 in
consulting fees to companies sharing a common director with the Company. At
December 31, 2003, no consulting fees were paid to companies sharing a common
director with the Company.
 
 During
the year ended December 31, 2004 the Company paid $150,460 in salary, consulting
fees or finders fees and reimbursed $5,203 in moving costs, which includes the
issuance of 30,000 common shares for consulting fees and 25,000 common shares as
a finder’s fee for staking the Painted Hills Claims, to the Vice-President,
Exploration. (Notes 4 and 5) During the year ended December 31, 2003, the
Company paid or had payable $6,000 in consulting fees, to the Vice-President,
Exploration.
 
 ***Page
- 67***
 ****
 ****BULLION
RIVER GOLD CORP.**
**(An
Exploration Stage Company)**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**December 31, 2004 and
2003****
 ****
 **NOTE
8 - RELATED PARTY TRANSACTIONS, continued**
 
 During
the year ended December 31, 2004 the Company paid $110,967 in salary, consulting
fees or finders fees, which includes the issuance of 30,000 common shares and
reimbursed of $4,000 in moving costs to the Vice-President of Engineering. (Note
4)
 
 **NOTE
9 - INCOME TAXES**
 
 As of
December 31, 2004 and 2003, deferred tax assets consist of the
following:
  2004
    
    
    2003Federal loss carryforwards
    
    $
    1,275,000
    
    $
    103,000State loss carryforwards
    
    
    -
    
    
    -Less: Valuation allowance
    
    
    (1,275,000)
    
    
    ( 103,000)$
    -
    $
    -
 
 
 At
December 31, 2004 and 2003, the Company had a net operating loss carryforward
(“NOL”) of approximately $1,422,000 and $147,000 for federal tax
purposes.
 
 At
December 31, 2004 and 2003 the Company had a deferred tax asset of approximately
$1,275,000 and $103,000 that primarily relate to net operating losses. A 100%
valuation allowance has been established, as management believes it is more
likely than not that the deferred tax assets will not be realized.
 
 The
federal NOL’s expire through December 31, 2024.
 
 The
Company’s valuation allowance increased during 2004 and 2003 by approximately
$1,173,000 and $60,000.
 
 NOL’s
incurred prior to December 1, 2003 are subject to an annual limitation due to
the ownership change (as defined under Section 382 of the Internal Revenue Code
of 1986) which resulted in a change in business direction. Unused annual
limitations may be carried over to future years until the net operating losses
expire. Utilization of net operating losses may also be limited in any one year
by alternative minimum tax rules.
 
 **NOTE
10 - GOING CONCERN**
 
 As shown
in the accompanying financial statements, the Company has incurred significant
operating losses since inception, and as of December 31, 2004, the Company has
limited financial resources to support it until such time that it is able to
generate positive cash flow from operations. These factors raise substantial
doubt about the Company’s ability to continue as a going concern. The Company’s
ability to achieve and maintain profitability and positive cash flow is
dependent upon its ability to locate a profitable mineral property, generate
revenues from its planned business operations, and control exploration costs.
Based upon current plans, the Company expects to incur operating losses in
future periods. There is no assurance that the Company will be able to generate
revenues in the future. The accompanying financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
 
 During
the year the Company has been focusing on implementing its business plan, which
includes mineral exploration in the Great Basin in the Western United States and
California, seeking projects containing or which have the potential to contain
high grades of mineralization and large tonnage. While effectuating its business
plan the Company has accumulated a deficit of $3,110,748 and additional
financing will be required by the Company to fund its exploration programs and
to support operations. Management plans to fund its future operations through
commencing commercial production, private loans and the private placements of
funds. Management plans to mitigate its losses by abandoning projects that do
not meet management’s specification for mineralization or do not have large
tonnage potential. However, there is no assurance that the Company will be able to
obtain additional financing from investors or private lenders. There is no
assurance that they will be able to find projects
 
 ***Page
- 68***
 ****
 ****BULLION
RIVER GOLD CORP.**
**(An
Exploration Stage Company)**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**December 31, 2004 and
2003****
 ****
 **NOTE
10 - GOING CONCERN, continued**
 
 meeting
their specifications for mineralization or that the projects will have large
tonnage potential. There is no assurance that the Company will commence
commercial production should they find projects meeting their specification. The
financial statements do not include any adjustments that might result from the
outcome of those uncertainties.
 
 **NOTE
11- SUBSEQUENT EVENTS**
 
 On
February 2, 2005, the Company issued 340,000 units at $0.75 per unit under Reg S
for $255,000 cash as part of the September 8, 2004 offering for five million
units.
 
 On
February 28, 2005, the September 8, 2004, offering for five million units was
increased to seven million units.
 
 During
March 2005, an additional 4,295,0000 units at $0.75 were issued or
subscribed  under Reg’s S and D for $3,221,000 cash as part of the
September 8, 2004 offering for seven million units.
 
 During
March of 2005, the Company paid $42,000 for services rendered to a company
controlled by the Company’s President.


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