UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

      DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 9, 2004

                         COMMISSION FILE NO.:  000-50399

                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                   ------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                NEVADA                                    86-1066675
   ---------------------------------            ------------------------------
    (STATE OR OTHER JURISDICTION OF            (IRS EMPLOYER IDENTIFICATION NO.)
       INCORPORATION)

        ONE EAST LIBERTY STREET, SIXTH FLOOR, SUITE 9, RENO, NEVADA 89504
      ----------------------------------------------------------------------
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)

                                 (775) 686-6081
                           ---------------------------
                            (ISSUER TELEPHONE NUMBER)

                                      N/A
                           ---------------------------
                            (FORMER NAME AND ADDRESS)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act(17 CFR 240.13e-4(c))

<PAGE>

 ITEM 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On  September  9,  2004,  Battle  Mountain Gold Exploration Corp., formerly
Hudson  Ventures,  Inc.,  a  Nevada corporation Inc. (the "Registrant"), entered
into  an  Exchange  Agreement  (the  "Agreement")  with  Battle  Mountain  Gold
Exploration,  Inc.  ("Battle  Mountain" or the "Company"), and the former Battle
Mountain  shareholders.  Pursuant  to  the  Agreement,  the  Registrant acquired
11,640,000  shares  of common stock (or 100%) of Battle Mountain in exchange for
an  aggregate  of  11,640,000  newly  issued treasury shares of the Registrant's
common  stock.  The  transaction  is  referred  to  as  the  "Exchange"  or  the
"Acquisition."  Immediately  after  the  issuance of shares to the former Battle
Mountain  shareholders,  there  will  be  38,510,000  shares of the Registrant's
common  stock  issued  and  outstanding.

ITEM 2.01     COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS.

     On  September  9,  2004,  the  Registrant  acquired  100% of the issued and
outstanding  shares  of  Battle  Mountain  pursuant to the Agreement. All of the
shareholders  of  Battle Mountain approved the transaction. Each Battle Mountain
shareholder  received  one (1) share of Registrant's common stock for each share
of  Battle  Mountain  common  stock for an aggregate of 11,640,000 shares of the
Registrant's  common stock. As a result of the Agreement, Battle Mountain became
a  wholly  owned  subsidiary  of the Registrant. Along with the execution of the
Agreement, James E. McKay, Ken Tullar and Wade A. Hodges executed stock purchase
agreements  to purchase 3,700,000, 1,900,000 and 1,900,000 shares, respectively,
or  an  aggregate  of  7,500,000  shares,  of the Registrant's common stock from
Nikoloas  Brekropoulos,  a  former  Director of the Registrant. Additionally Bug
River  Trading  Corp.  ("Bug River"), Mark Kucher and Paul Taufen executed stock
purchase  agreements  to  purchase  2,000,000,  1,000,000  and  500,000  shares,
respectively,  or  an  aggregate of 3,500,000, shares of the Registrant's common
stock  from  Dana  Neill  Upton,  the  Registrant's former President, Secretary,
Treasurer  and  Director.

BUSINESS DEVELOPMENT

     Battle Mountain was incorporated in the State of Nevada on January 7, 2004.
Battle  Mountain is a mineral exploration company. Battle Mountain's exploration
efforts  are  primarily  focused  on  gold in the State of Nevada. Nevada is the
third  largest  gold  producing  in  the  world,  behind  just  South Africa and
Australia.

     On June 8, 2004, Battle Mountain entered into a joint venture that includes
a Members Agreement and an Operating Agreement (the "Joint Venture") with Nevada
Gold  Exploration Solutions, L.L.C., a Nevada limited liability company ("NGXS")
to  explore  the Nevada great basin physiographic area using a proprietary water
chemistry  database  developed  by  NGXS.  The  Joint  Venture  calls for Battle
Mountain's  participation  with  NGXS  in  the  exploration,  evaluation and, if
justified,  the  development  and  mining  of mineral resources. Pursuant to the
Joint  Venture,  Battle  Mountain agreed to fund an aggregate of $3,250,000 (the
"Initial Contribution") for an exploration program (the "Program") in connection
with  an  opportunity to earn up to a 70% interest in Pediment Gold LLC, a newly
created  Nevada  limited  liability  company  ("Pediment")  engaged  in the gold
exploration  in  the Nevada great basin physiographical area using a proprietary
water  chemistry  database  developed  by NGXS (the "Database"). Battle Mountain
will  earn  a  50%  interest in Pediment after paying an aggregate of $1,165,000
toward  the  Initial  Contribution,  of  which  Battle  Mountain  has  made  a
non-refundable  payment  of $325,000. The remainder of the Initial Contribution,
as amended on August 15, 2004, is payable as follows: 1) $840,000 due on January
3,  2005;  2) $385,000 due on July 1, 2005; 3) $385,000 due on November 1, 2005;
and  4)  $1,315,000  due on April 1, 2006. Battle Mountain's ability to complete
the  Initial Contribution is contingent on Battle Mountain raising approximately
$3  million  dollars.  NGXS will be the operator until Battle Mountain completes
the  Initial  Contribution,  at  which  time  Battle  Mountain  will  become the
operator. If Battle Mountain completes the Initial Contribution, Battle Mountain
will  own  70%, and NGXS will own 30%, of Pediment which will own the properties
generated  by  the  Program,  except  those  that  may  be quitclaimed to Battle
Mountain.  NGXS'  participation  will  be  on  a carried basis. NGXS will not be
required  to  fund  the  ongoing  costs  of  additional exploration. Once Battle
Mountain  has  completed the Initial Contribution, Battle Mountain will have the
option  to earn an additional 10% interest in each property owned by Pediment by
funding  $750,000  of additional work per property. NGXS will retain the option,
but not the obligation, to conduct such additional work. If Battle Mountain does
not  complete  the  Initial  Contribution,  any interest in Pediment that Battle
Mountain  may earn will be diluted based on the formula set forth in section 1.3
of Exhibit I of the Operating Agreement, included in Exhibit 10.1 (as amended by
Exhibit  10.2)  filed herein. If Battle Mountain's interest is diluted to 25% or
less,  Battle  Mountain's  interest  will  be  converted  to a 1.25% net smelter
royalty  from  the production of minerals from the properties owned by Pediment.

<PAGE>

     Ground  Water  Chemistry
     ------------------------

     Battle  Mountain's  primary  gold exploration efforts will be driven by the
application  of  a  hydro-geochemical  testing  program to evaluate ground water
chemistry  that  can  identify  the presence of gold and associated minerals and
elements  in  gravel-covered  pediment  locations,  most  of which have not been
tested.  Testing  in  this  manner  can  measure  the  presence  of gold and its
associated  minerals  down  to  the  parts  per  trillion.  This testing will be
conducted  as  part  of  the Program initially targeting Nevada's gravel-covered
pediments.

     As ground water interacts with rock, it picks up a "scent" of the rocks the
water  passes  through. If the ground water encounters gold ore or geochemically
altered  rocks  associated  with  gold,  distinctive  water  chemical signatures
result.  These  "signatures"  form  plumes  considerably  larger  than  the gold
deposits themselves, and present a down-slope deposit "footprint" that indicates
mineralization  is  nearby. Once recognized, this water chemistry "scent" can be
used  to  back  track to the source gold deposit, especially when the deposit is
hidden  by  gravels  and  not exposed at the surface. Ground Water Chemistry can
provide  a  direct  indication of the presence of a gravel-covered, gold-bearing
system.  The  Company  believes  that  Ground  Water  Chemistry  will  provide a
powerful,  simple  and  direct exploration methodology within Nevada's basin and
range.

     It  is  imperative  that  the  Company obtain approximately $3.1 million of
additional  financing  to  complete  the  Initial  Contribution  and conduct its
business  operations.  The Company is taking steps to raise equity capital or to
borrow  additional funds. There can be no assurance that any new capital will be
available  to  the Company or that adequate funds will be sufficient for Company
operations,  whether from the Company's financial markets, or other arrangements
will  be  available  when  needed  or  on terms satisfactory to the Company. The
Company does not have any commitments from its officers, directors or affiliates
to  provide funding. The failure of the Company to obtain adequate financing may
result  in  the  Company  having to delay, curtail or scale back its operations.

DESCRIPTION OF PRINCIPAL PRODUCTS AND SERVICES

     The Company currently does not offer any products or services. In the event
that  the  Company  discovers  economic  deposits  of gold or other minerals, it
intends  to  either  sell  the  deposits  or,  depending  on  the  specific
characteristics  of each discovery, conduct its own mining operations to extract
the  gold  or  other  minerals  for  future  sale.

COMPETITIVE BUSINESS CONDITIONS

     The  mineral  exploration  industry  is  intensely  competitive  in all its
phases. Worldwide, the competitive business environment for minerals exploration
is  variable  and  dependent  upon geographic location, political and regulatory
environments,  technology applications, and the specific mineral commodity being
sought.

COPYRIGHTS, PATENTS, TRADEMARKS & LICENSES

     NGXS  granted the Company a limited, exclusive license to use the Database,
NGXS'  proprietary data reduction and orientation processes for its GIS database
for  the  state  of  Nevada,  and NGXS' proprietary water sampling protocol. The
Company  does  not  otherwise  own,  or  hold  any  licenses to, any copyrights,
patents,  trademarks  or  other  types  of  intellectual  property.

<PAGE>

NEED FOR GOVERNMENTAL APPROVAL AND THE EFFECTS OF REGULATIONS

     In  some jurisdictions, government regulations require permits and, in some
cases,  reclamation  bonding.  The  details  of such permits and the size of the
bonds  are  related  to the location of the property and size of the anticipated
exploration-related  surface disturbance. The effect of these regulations on the
Company  will  include  the cost of obtaining permits, posting reclamation bonds
(if required), and completing environmental restoration work if a property is to
be  abandoned.

RESEARCH AND DEVELOPMENT SINCE JANUARY 7, 2004 (INCEPTION)

     Since  January 7, 2004 ("Inception"), Battle Mountain has conducted mineral
exploration activities using a newly developed high-technology hydro-geochemical
exploration  program  in  Nevada.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

     The  costs  and  effects  of  compliance  with  environmental  laws vary in
different  jurisdictions and countries. In general, Battle Mountain will have to
obtain  permits  prior to construction of vehicle access trails and drill sites.
In  addition,  Battle  Mountain  will  be  required  to  perform  environmental
reclamation  of  these  disturbances  if  the  property  is  to  be  abandoned.

EMPLOYEES

     The Company has two (2) full-time employees, both of whom are employed on a
full-time  basis.

DESCRIPTION OF PROPERTY

     Battle Mountain currently has a one-year lease for approximately 165 square
feet  of  office  space  in  Reno,  Nevada  that  expires April 30, 2005. Battle
Mountain  pays  $960  per  month for the office space consisting of monthly base
rent  of  $850  and  a monthly charge for telephones and DSL Internet service of
$110.

     Battle  Mountain  is  an  exploration  stage  company  in search of mineral
deposits  primarily  in  Nevada  and  has no proven or probable reserves. Battle
Mountain  does  not  own, lease or control any properties. Pursuant to the Joint
Venture,  Battle  Mountain  has  an  opportunity to earn up to a 70% interest in
Pediment  (a  joint  venture  limited  liability  company  formed between Battle
Mountain  and  NGXS).  Pediment  has  a lease on one (1) property and a right to
explore  and  develop  an  adjoining  property  in  north-central  Nevada and is
presently  negotiating for two additional properties, both of which are adjacent
to  the  two  already  held.  Because  the  properties are in a very competitive
mineral exploration area and Pediment is currently negotiating for (but does not
yet  hold)  the  two  additional  properties,  a  more  detailed location of the
properties  owned  would  create  a competitive disadvantage to Pediment, Battle
Mountain and NGXS. As such, the Registrant undertakes to provide the location of
the  properties  in an amended Form 8-K or other filing at such time as Pediment
has  completed  or abandoned its current negotiations for the adjacent property.
The  properties  are  accessible  by dirt roads. The first of the two properties
held  by  Pediment  is  under a mineral exploration lease between Pediment and a
private  ranch owner. Retention of the lease is predicated on an initial payment
of  $25,000  (which  Pediment  paid  in  September  2004), and subsequent annual
payments  of  $15,000 per year for three years, and $20,000 per year thereafter.
The  second  property  is  held  under  a three-year exploration and development
agreement covering unpatented mining claims owned by a mining company. Retention
of the exploration and development agreement is predicated on an initial payment
of $3,000 (which Pediment paid in October 2004), and an obligation to incur work
expenditures  of  $1 million in the evaluation of the property over three years.
Pediment  will earn a 70% interest in the mining claims after incurring the full
amount  of  the work expenditures and be obligated to enter into a joint venture
agreement  with the mining company. Pediment's interest is subject to the mining
company's  right  to  earn  an  additional  40%  interest  upon  the  payment of
$3,000,000  to Pediment or to convert its 30% interest into an interest in 5% of
net  returns.

     There  have  not  been any previous mining operations on the properties and
there  is  no  history  of development or production from these properties. Both
properties  are  exploration  stage properties without reserves and the proposed
work  is  exploratory  in  nature.  Work  to  date  has  included  surface field
examination  and  surface  and subsurface (from water wells) water sampling. The
Program  includes soil sampling and geophysical surveys. There has not been, and
there  are  no  plant, equipment or surface disturbances on either property. The
surface area of the majority of both properties is soil-covered without exposure
of rock formations. The exploration planning and current exploration efforts are
based  on  the earlier identification of anomalous mineral concentrations in the
subsurface  ground  water.  There  are no reports concerning the two properties.

<PAGE>

LEGAL PROCEEDINGS

     The  Company is not a party to, and its property is not the subject of, any
pending  legal  proceedings.

RELATED  PARTY  TRANSACTIONS

     James  E. McKay has entered into a consulting agreement with the Registrant
as  discussed  below  under  "Item  5.02(c)."

RISK  FACTORS

Risks  Relating  to  Our  Business

WE NEED TO RAISE APPROXIMATELY $3.1 MILLION OF ADDITIONAL CAPITAL.
------------------------------------------------------------------

     The Company needs to raise approximately $3 million to complete our Initial
Contribution  to  the  Joint  Venture and to conduct its business operations. In
August  2004,  Battle  Mountain renegotiated the dates that the payments are due
toward  the  Initial  Contribution  as  a  payment of $840,000 was coming due in
August  2004,  prior  to  the  renegotiation.  The  Company intends to raise the
additional  capital  in  one or more private placements and/or public offerings.
The  Company  does  not have any commitments or identified sources of additional
capital  from  third  parties  or  from  its  officers,  directors  or  majority
shareholders.  There is no assurance that additional financing will be available
on  favorable  terms,  if  at all. If the Company is unable to obtain additional
capital  on  terms  satisfactory  to the Company's management, or at all, it may
cause  the  Company  to  delay,  curtail  or  scale  back  its  operations.

BATTLE MOUNTAIN IS AN EXPLORATION STAGE COMPANY THAT LACKS OPERATING HISTORY AND
--------------------------------------------------------------------------------
HASNOT GENERATED ANY REVENUE SINCE INCEPTION.
---------------------------------------------

     Battle  Mountain  is  an  exploration  stage  company  that lacks operating
history,  has  not generated any revenue since Inception, and has been dependent
on equity capital from its founders (discussed above) to sustain its operations.
There is no historical financial information at this time that investors can use
to  evaluate  our  business. We are initiating a three-year minerals exploration
program  for  which  we  need to raise additional capital (discussed above), and
have  not realized (and do not expect to realize) revenue in the near future. We
do  not have any commitments or identified sources of capital from third parties
or from our officers, directors, majority shareholders or founders. There can be
no  assurances  that we can raise adequate cash to fund the exploration program.
It  is  likely  that  our  auditors will express an opinion in their forthcoming
report  on  our  financial  statements that there is substantial doubt about our
ability  to continue as a going concern. In the event that we cannot continue as
a  going  concern,  you  will  lose  your  entire  investment.

OUR EXPLORATION PROGRAM IS DEPENDENT ON FAVORABLE WEATHER CONDITIONS.
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     The  timely  completion  of  our  exploration  program within the estimated
budget is dependent upon our forecast of favorable weather conditions in Nevada.
Rain  and snow storms can hinder part of the preliminary exploration program. We
forecast  that the weather could be unfavorable during 30% of the calendar year.
If the aggregate duration of unfavorable weather conditions within the period of
time  intended  for our exploration program is not within our forecast, it would
have  a  materially  adverse effect upon our ability to complete the exploration
program  on  a  timely  basis  within  the  estimated budget, which would have a
material  adverse  effect  on  our  business, results of operation and financial
condition.

WE ARE ENGAGED IN A BUSINESS THAT IS INHERENTLY SPECULATIVE AND RISKY.
----------------------------------------------------------------------

     Mineral exploration and mining is subject to risks related to a substantial
or  extended  decline  in  prices  of  mineral commodities, property acquisition
complexities,  and  restrictive  and/or  changing  political,  social  and/or
environmental  laws  and regulations. Even if we can implement our business plan
and  initiate  exploration and development activities, there can be no assurance
that  we  will find economic concentrations of precious metals or other economic
mineral  deposits,  or  if we are able to find precious metals or other economic
minerals,  that we can remove such precious metals or other economic minerals in
a  manner  that  will  result  in  a  profit  for  us. Because of the inherently
speculative  and  risky  nature  of  the  business  in which we are engaged, our
Company  could  fail to find economic concentrations of precious metals or other
economic mineral deposits, or perform poorly and as a result you could lose your
entire  investment.

<PAGE>

OUR INDUSTRY IS COMPETITIVE IN NATURE.
------------------------------------

     The  minerals  exploration, development and production industry is variable
and  dependent  upon geographic location, political and regulatory environments,
technology  applications,  and the specific mineral commodity being sought. Many
of  our  competitors  have substantially greater financial, managerial and other
resources  than  those  presently  available  to  us.  Numerous well-established
companies  are  focusing  significant  resources  within  our  industry that may
adversely  affect  our  ability to be successful. No assurance can be given that
the  Company  will  be able to effectively compete with these other companies or
that competitive pressures, including possible downward pressure on the price of
minerals  that  we discover, if any, will not arise. In the event that we cannot
effectively  compete  on a continuing basis or competitive pressures arise, such
inability  to  compete  or  competitive  pressures  will have a material adverse
effect  on  our  business,  results  of  operations  and  financial  condition.

WE HEAVILY DEPEND ON JAMES E. MCKAY AND MARK KUCHER.
----------------------------------------------------

     The  success of the Company depends upon the personal efforts and abilities
of  James  E.  McKay  and  Mark  Kucher.  Mr.  McKay serves as a director of the
Registrant  and  the  Registrant's President pursuant to a three-year consulting
agreement,  discussed  in more detail below under "Item 5.02(c)." Mr. McKay also
serves as the Registrant's Chief Executive Officer, Secretary and Treasurer. Mr.
McKay  and the Company may voluntarily terminate the consulting agreement at any
time.  Mark Kucher serves as a director of the Registrant and as Chief Executive
Officer  of  Battle  Mountain.  The loss of Mr. McKay or Mr. Kucher could have a
material  adverse  effect  on  our  business, results of operations or financial
condition.  In addition, the absence of Mr. McKay or Mr. Kucher will force us to
seek  a  replacement  who may have less experience or who may not understand our
business  as  well,  or  we  may  not  be  able  to find a suitable replacement.

JAMES E. MCKAY, MARK KUCHER, WADE A HODGES AND KENNETH TULLAR CAN VOTE AN
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AGGREGATE OF 45.2% OFTHE REGISTRANT'S COMMON STOCK AND CAN EXERCISECONTROL OVER
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CORPORATE DECISIONS.
--------------------

     James E. McKay, Mark Kucher, Wade A. Hodges and Kenneth Tullar beneficially
own  an aggregate of approximately 42.5% of the issued and outstanding shares of
the  Registrant's  common  stock.  Accordingly,  they  will  exercise control in
determining  the  outcome  of  all  corporate  transactions  or  other  matters,
including the election of directors, mergers, consolidations, the sale of all or
substantially  all  of the Registrant's assets, and also the power to prevent or
cause  a  change  in control. The interests of Messrs. McKay, Kucher, Hodges and
Tullar  may  differ from the interests of the other stockholders and thus result
in  corporate  decisions  that  are  adverse  to  other  shareholders.

Risks Related to Our Common Stock

THE MARKET PRICE OF OUR COMMON STOCK HISTORICALLY HAS BEEN VOLATILE.
--------------------------------------------------------------------

     The  market  price  of  our  common  stock  historically  has  fluctuated
significantly  based  on,  but  not  limited  to, such factors as: general stock
market  trends, announcements of developments related to our business, actual or
anticipated  variations  in  our  operating  results,  our inability to generate
revenues,  and  conditions  and  trends in the gold exploration, development and
production  industry.

<PAGE>

     Our  common  stock  is  traded  on the over-the-counter Bulletin Board (the
"OTCBB").  In  recent  years the stock market in general has experienced extreme
price  fluctuations  that  have  oftentimes have been unrelated to the operating
performance of the affected companies. Similarly, the market price of our common
stock  may  fluctuate  significantly  based  upon  factors  unrelated  or
disproportionate  to  our  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.

WE HAVE NOT CREATED A MARKET TO SUSTAIN THE SIGNIFICANT AMOUNT OF SHARES IN OUR
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PUBLIC FLOAT.
-------------

     We  have  approximately  15,870,000  shares  of  common stock in our public
float;  however,  we  have not created a market for our common stock. We may not
have  adequate  time  to create such a market prior to the time our shareholders
resell  their  shares.  If  our  shareholders  resell their shares before we can
create  a  market,  it  may  exert  downward pressure on the price of our common
stock.

OUR COMMON STOCK IS SUBJECT TO THE"PENNY STOCK" RULES OF THE COMMISSION WHICH
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LIMITS THE TRADING MARKET IN OUR COMMON STOCK, MAKES TRANSACTIONS IN OUR COMMON
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STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR COMMON STOCK.
-------------------------------------------------------------------------------

     Our  common  stock  is considered a "penny stock" as defined in Rule 3a51-1
promulgated  by  the  Commission  under  the Exchange Act of 1934 (the "Exchange
Act").  In  general,  a  security  which is not quoted on NASDAQ or has a market
price  of  less  than  $5  per share where the issuer does not have in excess of
$2,000,000  in  net tangible assets (none of which conditions the Company meets)
is  considered a penny stock. The Commission's Rule 15g-9 regarding penny stocks
impose  additional  sales  practice requirements on broker-dealers who sell such
securities  to persons other than established customers and accredited investors
(generally  persons  with  net worth in excess of $1,000,000 or an annual income
exceeding  $200,000  or  $300,000  jointly  with their spouse). For transactions
covered  by  the  rules,  the  broker-dealer  must  make  a  special suitability
determination for the purchaser and receive the purchaser's written agreement to
the  transaction  prior  to  the  sale.  Thus,  the  rules affect the ability of
broker-dealers to sell our common stock should they wish to do so because of the
adverse  effect  that  the rules have upon liquidity of penny stocks. Unless the
transaction is exempt under the rules, under the Securities Enforcement Remedies
and  Penny  Stock  Reform  Act  of  1990,  broker-dealers  effecting  customer
transactions  in penny stocks are required to provide their customers with (i) a
risk  disclosure  document; (ii) disclosure of current bid and ask quotations if
any;  (iii)  disclosure  of  the compensation of the broker-dealer and its sales
personnel  in  the  transaction; and (iv) monthly account statements showing the
market  value of each penny stock held in the customer's account. As a result of
the penny stock rules the market liquidity for our common stock may be adversely
affected  by limiting the ability of broker-dealers to sell our common stock and
the  ability  of  purchasers  to  resell  our  common  stock.

     In  addition,  various  state  securities  laws  impose  restrictions  on
transferring  "penny  stocks" and as a result, investors in our common stock may
have  their  ability  to  sell  their  shares  of  the  common  stock  impaired.

THE COMPANY HAS NOT PAID ANY CASH DIVIDENDS.
--------------------------------------------

     The  Company  has paid no cash dividends on its common stock to date and it
is  not  anticipated  that  any  cash  dividends  will be paid to holders of the
Company's  common  stock in the foreseeable future. While the Company's dividend
policy will be based on the operating results and capital needs of the business,
it  is  anticipated  that  any  earnings  will be retained to finance the future
expansion  of  the  Company.

ITEM 3.02     UNREGISTERED SALES OF EQUITY SECURITIES

     The Registrant will issue an aggregate of 11,640,000 shares of common stock
in  a  transaction  that will not be registered under the Securities Act of 1933
(the  "Act") to the former Battle Mountain shareholders pursuant to the Exchange
whereby  Battle Mountain became a wholly-owned subsidiary of the Registrant. The
Registrant  will  claim  the exemption from registration afforded by Rule 506 of
Regulation  D  under  the  Act.

<PAGE>

ITEM 5.01     CHANGES IN CONTROL OF REGISTRANT.

     On  September  9,  2004,  the Battle Mountain shareholders entered into the
Agreement with the Registrant, whereby each Battle Mountain shareholder received
one  (1)  share  of  Registrant's common stock for each share of Battle Mountain
common  stock  for  an aggregate of 11,640,000 shares of the Registrant's common
stock. Along with the execution of the Agreement, James E. McKay, Ken Tullar and
Wade  A.  Hodges  executed  stock  purchase  agreements  to  purchase 3,700,000,
1,900,000  and  1,900,000  shares,  respectively,  or  an aggregate of 7,500,000
shares,  of  the  Registrant's  common  stock from Nikoloas Bekropoulos a former
Director  of the Registrant. Additionally Bug River, Mark Kucher and Paul Taufen
executed  stock purchase agreements to purchase 2,000,000, 1,000,000 and 500,000
shares,  respectively,  or an aggregate of 3,500,000, shares of the Registrant's
common  stock  from  Dana  Neill  Upton,  the  Registrant's  former  President,
Secretary,  Treasurer and Director. Following the execution of the Agreement and
the stock purchase agreements, the Battle Mountain shareholders owned 22,640,000
shares  of the Registrant's common stock. As a result of these transactions, the
following  individuals  will  exercise  control  over  the  Registrant:

<TABLE>
<CAPTION>

             Shares of Common Stock Beneficially Owned (1)

Name               No. of Shares   Percentage
----               --------------  ----------
<S>                      <C>           <C>

James E. McKay      4,700,000         12.0%

Mark Kucher         8,510,000 (2)     22.1%

Wade A. Hodges      2,100,000          5.5%

Kenneth Tullar      2,100,000          5.5%
--------------  --------------  -----------

<FN>

(1) The number of shares of common stock owned are those "beneficially owned" as
determined  under the rules of the Securities and Exchange Commission, including
any  shares  of  common  stock as to which a person has sole or shared voting or
investment  power  and any shares of common stock which the person has the right
to acquire within sixty (60) days through the exercise of any option, warrant or
right.  As  of  November  9,  2004, there were 38,510,000 shares of common stock
outstanding, 11,640,000 of which relate to the Exchange and have not been issued
as  of  the  filing  of  this  report.

(2) Includes 3,160,000, 1,000,000, and 1,000,000 shares of common stock owned by
Bug  River,  British  Swiss  Investment  Corp.  ("British  Swiss"),  and Warrior
Resources  Corp.  ("Warrior"),  respectively.  Mark  Kucher  is  a  director and
shareholder  of  Bug  River,  British  Swiss,  and  Warrior.

</TABLE>

ITEM 5.02     DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
              DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

     (b)  On  September  9, 2004, Nikoloas Bekropoulos and Philip Stanley Taneda
resigned as Directors of the Registrant. On that same date, Mark Kucher resigned
as  the  Chief  Executive  Officer  and  President  of  the  Registrant.

     (c)  On  September  9,  2004,  the  Registrant's  Board  of  Directors, via
unanimous  written  consent,  appointed James E. McKay as the Registrant's Chief
Executive  Officer and President. Mr. Kucher will continue to serve as Principal
Financial  Officer. Mr. Kucher has served in this capacity since his appointment
as  an  officer  of  the  Registrant  in  April  2004.

     JAMES  E.  MCKAY,  age  58, has served as the Registrant's President, Chief
Executive  Officer,  Secretary  and Treasurer since June 2004. From July 1992 to
May  2004, Mr. McKay was a manager and Director of Miramar Mining Corporation's,
American  Eagle  Resources  and  managed  the Golden Eagle Mine in Storey Co. in
Nevada.  During  the  same  period,  Mr.  McKay served as a director of Aurex, a
Canadian-Chilean  partnership  involved  in  acquisitions  and the ownership and
management  of  an  underground copper-gold mine in Chile. From February 1989 to
July  1993,  Mr. McKay was a self-employed Consultant. Mr. McKay has over thirty
(30) years of foreign and North American exploration and operational experience.
His  experience has included corporate directorships and exploration, operations
and  reclamation management. In 1979, following six years as a field exploration
geologist  in Africa, Colombia, Mexico, and North America, he was designated the
on-site  manager  of  Homestake  Mining  Corporation's  McLaughlin  exploration
project,  from  its inception through the announcement of the discovery of the 3
million  ounces  gold  deposit.  Mr.  McKay  holds  a  Masters  in  Business
Administration  and  a Bachelor of Science degree in Geological Engineering both
from  the  University  of  Nevada.

<PAGE>

     Effective  June 1, 2004, James E. McKay entered into a consulting agreement
with  the  Registrant  pursuant  to  which  Mr. McKay serves as the Registrant's
President.  Mr. McKay began assisting Mark Kucher as the Registrant's President,
Chief  Executive  Officer, Secretary and Treasurer in June 2004. Mr. McKay began
formally  serving  in  these  capacities  in  September  2004.  Pursuant  to the
consulting  agreement,  Mr.  McKay  receives  a base salary of $7,500 per month,
three (3) weeks of paid vacation, and an option, which was approved by our board
of  directors,  to  purchase  500,000 shares of the Company's common stock at an
exercise  price  of  $0.99 per share that vests in its entirety on May 31, 2005.
Mr.  McKay  and  the  Registrant may terminate the consulting agreement at will,
provided,  however, that if the Registrant's terminates the consulting agreement
for  any reason, or if Mr. McKay and the Registrant mutually decide to terminate
the  agreement  at  any time before the third anniversary date of the agreement,
the Registrant will pay Mr. McKay a severance at his then current salary through
the  third  anniversary date upon such termination. If the Registrant terminates
Mr. McKay's employment prior to May 31, 2005, the option will automatically vest
in  its  entirety  on  the  date  of  such  termination.

     Mark  Kucher  has  not entered into a consulting agreement or an employment
agreement  with  the  Registrant.

     (d)  On  September  9,  2004, the Registrant's Board of Directors appointed
James  E.  McKay  and  Wade  A.  Hodges  as  Directors.

     James  E. McKay has entered into a consulting agreement with the Registrant
as  discussed  above  under  Item  5.02(c).

     Wade  A.  Hodges,  a  Director  of  the Company, owns a forty percent (40%)
membership  interest  in  NGXS.  As  contemplated  by  the Joint Venture, Battle
Mountain  and  NGXS  formed  Pediment  to  explore  the  Nevada  great  basin
physiographic  area  using  a  proprietary water chemistry database developed by
NGXS.  Mr.  Hodges  will  provide  geological  services  to the Joint Venture in
consideration  for  $400  per  day  plus  a per diem of $125 per day. Mr. Hodges
received  an  aggregate  of $42,000 as of the filing of this report for services
that  he  provided  to  the  Joint  Venture.

     Messrs.  McKay  and  Hodges  have  not  been named to any committees of the
Registrant's Board of Directors, and any committees of the Registrant's Board of
Directors  to  which  Messrs.  McKay  and  Hodges  may  be  named  have not been
determined,  as  of  the  filing  of  this  report.

ITEM 8.01     OTHER EVENTS

     On  September  9,  2004,  Mark  Kucher  also  resigned  as the Registrant's
Secretary  and  Treasurer. On that same day, the Registrant's Board of Directors
appointed  James  E  McKay  as  Secretary  and  Treasurer.

ITEM  9.01     FINANCIAL  STATEMENTS  AND  EXHIBITS

     (a)  Financial  Statements  of Battle Mountain Gold Exploration, Inc. to be
          provided.

     (b)  Pro  Forma  Financial  Information  To  Be  provided

     (c)  Exhibits:

<PAGE>

     2.1  Exchange  Agreement
     10.1 Exploration  Agreement  with  Nevada  Gold Exploration Solutions, LLC,
          including Members Agreement and Operating Agreement regarding Pediment
          Gold,  LLC
     10.2 Consulting  Agreement  with  James  E.  McKay
     10.3 Amended  Initial  Contribution  Schedule

                                   SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Battle Mountain Gold Exploration Corp.

November 19, 2004

/s/  James E. McKay
-------------------
James E. McKay
Chief Executive Officer

<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 38677}]
{"company-data": {"conformed-name": "Battle Mountain Gold Exploration Corp.", "cik": "0001162177", "assigned-sic": "1040", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50399", "film-number": "041156819"}, "business-address": {"street1": "SIXTH FLOOR, SUITE 9", "street2": "ONE EAST LIBERTY STREET", "city": "RENO", "state": "NV", "zip": "89504", "phone": "7756866081"}, "mail-address": {"street1": "SIXTH FLOOR, SUITE 9", "street2": "ONE EAST LIBERTY STREET", "city": "RENO", "state": "NV", "zip": "89504"}, "former-company": {"former-conformed-name": "HUDSON VENTURES INC", "date-changed": "20011113"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

      DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 9, 2004

                         COMMISSION FILE NO.:  000-50399

                     BATTLE MOUNTAIN GOLD EXPLORATION CORP.
                   ------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                NEVADA                                    86-1066675
   ---------------------------------            ------------------------------
    (STATE OR OTHER JURISDICTION OF            (IRS EMPLOYER IDENTIFICATION NO.)
       INCORPORATION)

        ONE EAST LIBERTY STREET, SIXTH FLOOR, SUITE 9, RENO, NEVADA 89504
      ----------------------------------------------------------------------
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)

                                 (775) 686-6081
                           ---------------------------
                            (ISSUER TELEPHONE NUMBER)

                                      N/A
                           ---------------------------
                            (FORMER NAME AND ADDRESS)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act(17 CFR 240.13e-4(c))
ITEM 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On  September  9,  2004,  Battle  Mountain Gold Exploration Corp., formerly
Hudson  Ventures,  Inc.,  a  Nevada corporation Inc. (the "Registrant"), entered
into  an  Exchange  Agreement  (the  "Agreement")  with  Battle  Mountain  Gold
Exploration,  Inc.  ("Battle  Mountain" or the "Company"), and the former Battle
Mountain  shareholders.  Pursuant  to  the  Agreement,  the  Registrant acquired
11,640,000  shares  of common stock (or 100%) of Battle Mountain in exchange for
an  aggregate  of  11,640,000  newly  issued treasury shares of the Registrant's
common  stock.  The  transaction  is  referred  to  as  the  "Exchange"  or  the
"Acquisition."  Immediately  after  the  issuance of shares to the former Battle
Mountain  shareholders,  there  will  be  38,510,000  shares of the Registrant's
common  stock  issued  and  outstanding.

ITEM 2.01     COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS.

     On  September  9,  2004,  the  Registrant  acquired  100% of the issued and
outstanding  shares  of  Battle  Mountain  pursuant to the Agreement. All of the
shareholders  of  Battle Mountain approved the transaction. Each Battle Mountain
shareholder  received  one (1) share of Registrant's common stock for each share
of  Battle  Mountain  common  stock for an aggregate of 11,640,000 shares of the
Registrant's  common stock. As a result of the Agreement, Battle Mountain became
a  wholly  owned  subsidiary  of the Registrant. Along with the execution of the
Agreement, James E. McKay, Ken Tullar and Wade A. Hodges executed stock purchase
agreements  to purchase 3,700,000, 1,900,000 and 1,900,000 shares, respectively,
or  an  aggregate  of  7,500,000  shares,  of the Registrant's common stock from
Nikoloas  Brekropoulos,  a  former  Director of the Registrant. Additionally Bug
River  Trading  Corp.  ("Bug River"), Mark Kucher and Paul Taufen executed stock
purchase  agreements  to  purchase  2,000,000,  1,000,000  and  500,000  shares,
respectively,  or  an  aggregate of 3,500,000, shares of the Registrant's common
stock  from  Dana  Neill  Upton,  the  Registrant's former President, Secretary,
Treasurer  and  Director.

BUSINESS DEVELOPMENT

     Battle Mountain was incorporated in the State of Nevada on January 7, 2004.
Battle  Mountain is a mineral exploration company. Battle Mountain's exploration
efforts  are  primarily  focused  on  gold in the State of Nevada. Nevada is the
third  largest  gold  producing  in  the  world,  behind  just  South Africa and
Australia.

     On June 8, 2004, Battle Mountain entered into a joint venture that includes
a Members Agreement and an Operating Agreement (the "Joint Venture") with Nevada
Gold  Exploration Solutions, L.L.C., a Nevada limited liability company ("NGXS")
to  explore  the Nevada great basin physiographic area using a proprietary water
chemistry  database  developed  by  NGXS.  The  Joint  Venture  calls for Battle
Mountain's  participation  with  NGXS  in  the  exploration,  evaluation and, if
justified,  the  development  and  mining  of mineral resources. Pursuant to the
Joint  Venture,  Battle  Mountain agreed to fund an aggregate of $3,250,000 (the
"Initial Contribution") for an exploration program (the "Program") in connection
with  an  opportunity to earn up to a 70% interest in Pediment Gold LLC, a newly
created  Nevada  limited  liability  company  ("Pediment")  engaged  in the gold
exploration  in  the Nevada great basin physiographical area using a proprietary
water  chemistry  database  developed  by NGXS (the "Database"). Battle Mountain
will  earn  a  50%  interest in Pediment after paying an aggregate of $1,165,000
toward  the  Initial  Contribution,  of  which  Battle  Mountain  has  made  a
non-refundable  payment  of $325,000. The remainder of the Initial Contribution,
as amended on August 15, 2004, is payable as follows: 1) $840,000 due on January
3,  2005;  2) $385,000 due on July 1, 2005; 3) $385,000 due on November 1, 2005;
and  4)  $1,315,000  due on April 1, 2006. Battle Mountain's ability to complete
the  Initial Contribution is contingent on Battle Mountain raising approximately
$3  million  dollars.  NGXS will be the operator until Battle Mountain completes
the  Initial  Contribution,  at  which  time  Battle  Mountain  will  become the
operator. If Battle Mountain completes the Initial Contribution, Battle Mountain
will  own  70%, and NGXS will own 30%, of Pediment which will own the properties
generated  by  the  Program,  except  those  that  may  be quitclaimed to Battle
Mountain.  NGXS'  participation  will  be  on  a carried basis. NGXS will not be
required  to  fund  the  ongoing  costs  of  additional exploration. Once Battle
Mountain  has  completed the Initial Contribution, Battle Mountain will have the
option  to earn an additional 10% interest in each property owned by Pediment by
funding  $750,000  of additional work per property. NGXS will retain the option,
but not the obligation, to conduct such additional work. If Battle Mountain does
not  complete  the  Initial  Contribution,  any interest in Pediment that Battle
Mountain  may earn will be diluted based on the formula set forth in section 1.3
of Exhibit I of the Operating Agreement, included in Exhibit 10.1 (as amended by
Exhibit  10.2)  filed herein. If Battle Mountain's interest is diluted to 25% or
less,  Battle  Mountain's  interest  will  be  converted  to a 1.25% net smelter
royalty  from  the production of minerals from the properties owned by Pediment.
Ground  Water  Chemistry
     ------------------------

     Battle  Mountain's  primary  gold exploration efforts will be driven by the
application  of  a  hydro-geochemical  testing  program to evaluate ground water
chemistry  that  can  identify  the presence of gold and associated minerals and
elements  in  gravel-covered  pediment  locations,  most  of which have not been
tested.  Testing  in  this  manner  can  measure  the  presence  of gold and its
associated  minerals  down  to  the  parts  per  trillion.  This testing will be
conducted  as  part  of  the Program initially targeting Nevada's gravel-covered
pediments.

     As ground water interacts with rock, it picks up a "scent" of the rocks the
water  passes  through. If the ground water encounters gold ore or geochemically
altered  rocks  associated  with  gold,  distinctive  water  chemical signatures
result.  These  "signatures"  form  plumes  considerably  larger  than  the gold
deposits themselves, and present a down-slope deposit "footprint" that indicates
mineralization  is  nearby. Once recognized, this water chemistry "scent" can be
used  to  back  track to the source gold deposit, especially when the deposit is
hidden  by  gravels  and  not exposed at the surface. Ground Water Chemistry can
provide  a  direct  indication of the presence of a gravel-covered, gold-bearing
system.  The  Company  believes  that  Ground  Water  Chemistry  will  provide a
powerful,  simple  and  direct exploration methodology within Nevada's basin and
range.

     It  is  imperative  that  the  Company obtain approximately $3.1 million of
additional  financing  to  complete  the  Initial  Contribution  and conduct its
business  operations.  The Company is taking steps to raise equity capital or to
borrow  additional funds. There can be no assurance that any new capital will be
available  to  the Company or that adequate funds will be sufficient for Company
operations,  whether from the Company's financial markets, or other arrangements
will  be  available  when  needed  or  on terms satisfactory to the Company. The
Company does not have any commitments from its officers, directors or affiliates
to  provide funding. The failure of the Company to obtain adequate financing may
result  in  the  Company  having to delay, curtail or scale back its operations.

DESCRIPTION OF PRINCIPAL PRODUCTS AND SERVICES

     The Company currently does not offer any products or services. In the event
that  the  Company  discovers  economic  deposits  of gold or other minerals, it
intends  to  either  sell  the  deposits  or,  depending  on  the  specific
characteristics  of each discovery, conduct its own mining operations to extract
the  gold  or  other  minerals  for  future  sale.

COMPETITIVE BUSINESS CONDITIONS

     The  mineral  exploration  industry  is  intensely  competitive  in all its
phases. Worldwide, the competitive business environment for minerals exploration
is  variable  and  dependent  upon geographic location, political and regulatory
environments,  technology applications, and the specific mineral commodity being
sought.

COPYRIGHTS, PATENTS, TRADEMARKS & LICENSES

     NGXS  granted the Company a limited, exclusive license to use the Database,
NGXS'  proprietary data reduction and orientation processes for its GIS database
for  the  state  of  Nevada,  and NGXS' proprietary water sampling protocol. The
Company  does  not  otherwise  own,  or  hold  any  licenses to, any copyrights,
patents,  trademarks  or  other  types  of  intellectual  property.
NEED FOR GOVERNMENTAL APPROVAL AND THE EFFECTS OF REGULATIONS

     In  some jurisdictions, government regulations require permits and, in some
cases,  reclamation  bonding.  The  details  of such permits and the size of the
bonds  are  related  to the location of the property and size of the anticipated
exploration-related  surface disturbance. The effect of these regulations on the
Company  will  include  the cost of obtaining permits, posting reclamation bonds
(if required), and completing environmental restoration work if a property is to
be  abandoned.

RESEARCH AND DEVELOPMENT SINCE JANUARY 7, 2004 (INCEPTION)

     Since  January 7, 2004 ("Inception"), Battle Mountain has conducted mineral
exploration activities using a newly developed high-technology hydro-geochemical
exploration  program  in  Nevada.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

     The  costs  and  effects  of  compliance  with  environmental  laws vary in
different  jurisdictions and countries. In general, Battle Mountain will have to
obtain  permits  prior to construction of vehicle access trails and drill sites.
In  addition,  Battle  Mountain  will  be  required  to  perform  environmental
reclamation  of  these  disturbances  if  the  property  is  to  be  abandoned.

EMPLOYEES

     The Company has two (2) full-time employees, both of whom are employed on a
full-time  basis.

DESCRIPTION OF PROPERTY

     Battle Mountain currently has a one-year lease for approximately 165 square
feet  of  office  space  in  Reno,  Nevada  that  expires April 30, 2005. Battle
Mountain  pays  $960  per  month for the office space consisting of monthly base
rent  of  $850  and  a monthly charge for telephones and DSL Internet service of
$110.

     Battle  Mountain  is  an  exploration  stage  company  in search of mineral
deposits  primarily  in  Nevada  and  has no proven or probable reserves. Battle
Mountain  does  not  own, lease or control any properties. Pursuant to the Joint
Venture,  Battle  Mountain  has  an  opportunity to earn up to a 70% interest in
Pediment  (a  joint  venture  limited  liability  company  formed between Battle
Mountain  and  NGXS).  Pediment  has  a lease on one (1) property and a right to
explore  and  develop  an  adjoining  property  in  north-central  Nevada and is
presently  negotiating for two additional properties, both of which are adjacent
to  the  two  already  held.  Because  the  properties are in a very competitive
mineral exploration area and Pediment is currently negotiating for (but does not
yet  hold)  the  two  additional  properties,  a  more  detailed location of the
properties  owned  would  create  a competitive disadvantage to Pediment, Battle
Mountain and NGXS. As such, the Registrant undertakes to provide the location of
the  properties  in an amended Form 8-K or other filing at such time as Pediment
has  completed  or abandoned its current negotiations for the adjacent property.
The  properties  are  accessible  by dirt roads. The first of the two properties
held  by  Pediment  is  under a mineral exploration lease between Pediment and a
private  ranch owner. Retention of the lease is predicated on an initial payment
of  $25,000  (which  Pediment  paid  in  September  2004), and subsequent annual
payments  of  $15,000 per year for three years, and $20,000 per year thereafter.
The  second  property  is  held  under  a three-year exploration and development
agreement covering unpatented mining claims owned by a mining company. Retention
of the exploration and development agreement is predicated on an initial payment
of $3,000 (which Pediment paid in October 2004), and an obligation to incur work
expenditures  of  $1 million in the evaluation of the property over three years.
Pediment  will earn a 70% interest in the mining claims after incurring the full
amount  of  the work expenditures and be obligated to enter into a joint venture
agreement  with the mining company. Pediment's interest is subject to the mining
company's  right  to  earn  an  additional  40%  interest  upon  the  payment of
$3,000,000  to Pediment or to convert its 30% interest into an interest in 5% of
net  returns.

     There  have  not  been any previous mining operations on the properties and
there  is  no  history  of development or production from these properties. Both
properties  are  exploration  stage properties without reserves and the proposed
work  is  exploratory  in  nature.  Work  to  date  has  included  surface field
examination  and  surface  and subsurface (from water wells) water sampling. The
Program  includes soil sampling and geophysical surveys. There has not been, and
there  are  no  plant, equipment or surface disturbances on either property. The
surface area of the majority of both properties is soil-covered without exposure
of rock formations. The exploration planning and current exploration efforts are
based  on  the earlier identification of anomalous mineral concentrations in the
subsurface  ground  water.  There  are no reports concerning the two properties.
LEGAL PROCEEDINGS

     The  Company is not a party to, and its property is not the subject of, any
pending  legal  proceedings.

RELATED  PARTY  TRANSACTIONS

     James  E. McKay has entered into a consulting agreement with the Registrant
as  discussed  below  under  "Item  5.02(c)."

RISK  FACTORS

Risks  Relating  to  Our  Business

WE NEED TO RAISE APPROXIMATELY $3.1 MILLION OF ADDITIONAL CAPITAL.
------------------------------------------------------------------

     The Company needs to raise approximately $3 million to complete our Initial
Contribution  to  the  Joint  Venture and to conduct its business operations. In
August  2004,  Battle  Mountain renegotiated the dates that the payments are due
toward  the  Initial  Contribution  as  a  payment of $840,000 was coming due in
August  2004,  prior  to  the  renegotiation.  The  Company intends to raise the
additional  capital  in  one or more private placements and/or public offerings.
The  Company  does  not have any commitments or identified sources of additional
capital  from  third  parties  or  from  its  officers,  directors  or  majority
shareholders.  There is no assurance that additional financing will be available
on  favorable  terms,  if  at all. If the Company is unable to obtain additional
capital  on  terms  satisfactory  to the Company's management, or at all, it may
cause  the  Company  to  delay,  curtail  or  scale  back  its  operations.

BATTLE MOUNTAIN IS AN EXPLORATION STAGE COMPANY THAT LACKS OPERATING HISTORY AND
--------------------------------------------------------------------------------
HASNOT GENERATED ANY REVENUE SINCE INCEPTION.
---------------------------------------------

     Battle  Mountain  is  an  exploration  stage  company  that lacks operating
history,  has  not generated any revenue since Inception, and has been dependent
on equity capital from its founders (discussed above) to sustain its operations.
There is no historical financial information at this time that investors can use
to  evaluate  our  business. We are initiating a three-year minerals exploration
program  for  which  we  need to raise additional capital (discussed above), and
have  not realized (and do not expect to realize) revenue in the near future. We
do  not have any commitments or identified sources of capital from third parties
or from our officers, directors, majority shareholders or founders. There can be
no  assurances  that we can raise adequate cash to fund the exploration program.
It  is  likely  that  our  auditors will express an opinion in their forthcoming
report  on  our  financial  statements that there is substantial doubt about our
ability  to continue as a going concern. In the event that we cannot continue as
a  going  concern,  you  will  lose  your  entire  investment.

OUR EXPLORATION PROGRAM IS DEPENDENT ON FAVORABLE WEATHER CONDITIONS.
---------------------------------------------------------------------

     The  timely  completion  of  our  exploration  program within the estimated
budget is dependent upon our forecast of favorable weather conditions in Nevada.
Rain  and snow storms can hinder part of the preliminary exploration program. We
forecast  that the weather could be unfavorable during 30% of the calendar year.
If the aggregate duration of unfavorable weather conditions within the period of
time  intended  for our exploration program is not within our forecast, it would
have  a  materially  adverse effect upon our ability to complete the exploration
program  on  a  timely  basis  within  the  estimated budget, which would have a
material  adverse  effect  on  our  business, results of operation and financial
condition.

WE ARE ENGAGED IN A BUSINESS THAT IS INHERENTLY SPECULATIVE AND RISKY.
----------------------------------------------------------------------

     Mineral exploration and mining is subject to risks related to a substantial
or  extended  decline  in  prices  of  mineral commodities, property acquisition
complexities,  and  restrictive  and/or  changing  political,  social  and/or
environmental  laws  and regulations. Even if we can implement our business plan
and  initiate  exploration and development activities, there can be no assurance
that  we  will find economic concentrations of precious metals or other economic
mineral  deposits,  or  if we are able to find precious metals or other economic
minerals,  that we can remove such precious metals or other economic minerals in
a  manner  that  will  result  in  a  profit  for  us. Because of the inherently
speculative  and  risky  nature  of  the  business  in which we are engaged, our
Company  could  fail to find economic concentrations of precious metals or other
economic mineral deposits, or perform poorly and as a result you could lose your
entire  investment.
OUR INDUSTRY IS COMPETITIVE IN NATURE.
------------------------------------

     The  minerals  exploration, development and production industry is variable
and  dependent  upon geographic location, political and regulatory environments,
technology  applications,  and the specific mineral commodity being sought. Many
of  our  competitors  have substantially greater financial, managerial and other
resources  than  those  presently  available  to  us.  Numerous well-established
companies  are  focusing  significant  resources  within  our  industry that may
adversely  affect  our  ability to be successful. No assurance can be given that
the  Company  will  be able to effectively compete with these other companies or
that competitive pressures, including possible downward pressure on the price of
minerals  that  we discover, if any, will not arise. In the event that we cannot
effectively  compete  on a continuing basis or competitive pressures arise, such
inability  to  compete  or  competitive  pressures  will have a material adverse
effect  on  our  business,  results  of  operations  and  financial  condition.

WE HEAVILY DEPEND ON JAMES E. MCKAY AND MARK KUCHER.
----------------------------------------------------

     The  success of the Company depends upon the personal efforts and abilities
of  James  E.  McKay  and  Mark  Kucher.  Mr.  McKay serves as a director of the
Registrant  and  the  Registrant's President pursuant to a three-year consulting
agreement,  discussed  in more detail below under "Item 5.02(c)." Mr. McKay also
serves as the Registrant's Chief Executive Officer, Secretary and Treasurer. Mr.
McKay  and the Company may voluntarily terminate the consulting agreement at any
time.  Mark Kucher serves as a director of the Registrant and as Chief Executive
Officer  of  Battle  Mountain.  The loss of Mr. McKay or Mr. Kucher could have a
material  adverse  effect  on  our  business, results of operations or financial
condition.  In addition, the absence of Mr. McKay or Mr. Kucher will force us to
seek  a  replacement  who may have less experience or who may not understand our
business  as  well,  or  we  may  not  be  able  to find a suitable replacement.

JAMES E. MCKAY, MARK KUCHER, WADE A HODGES AND KENNETH TULLAR CAN VOTE AN
-------------------------------------------------------------------------
AGGREGATE OF 45.2% OFTHE REGISTRANT'S COMMON STOCK AND CAN EXERCISECONTROL OVER
-----------------------------------------------------------------------------
CORPORATE DECISIONS.
--------------------

     James E. McKay, Mark Kucher, Wade A. Hodges and Kenneth Tullar beneficially
own  an aggregate of approximately 42.5% of the issued and outstanding shares of
the  Registrant's  common  stock.  Accordingly,  they  will  exercise control in
determining  the  outcome  of  all  corporate  transactions  or  other  matters,
including the election of directors, mergers, consolidations, the sale of all or
substantially  all  of the Registrant's assets, and also the power to prevent or
cause  a  change  in control. The interests of Messrs. McKay, Kucher, Hodges and
Tullar  may  differ from the interests of the other stockholders and thus result
in  corporate  decisions  that  are  adverse  to  other  shareholders.

Risks Related to Our Common Stock

THE MARKET PRICE OF OUR COMMON STOCK HISTORICALLY HAS BEEN VOLATILE.
--------------------------------------------------------------------

     The  market  price  of  our  common  stock  historically  has  fluctuated
significantly  based  on,  but  not  limited  to, such factors as: general stock
market  trends, announcements of developments related to our business, actual or
anticipated  variations  in  our  operating  results,  our inability to generate
revenues,  and  conditions  and  trends in the gold exploration, development and
production  industry.
Our  common  stock  is  traded  on the over-the-counter Bulletin Board (the
"OTCBB").  In  recent  years the stock market in general has experienced extreme
price  fluctuations  that  have  oftentimes have been unrelated to the operating
performance of the affected companies. Similarly, the market price of our common
stock  may  fluctuate  significantly  based  upon  factors  unrelated  or
disproportionate  to  our  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.

WE HAVE NOT CREATED A MARKET TO SUSTAIN THE SIGNIFICANT AMOUNT OF SHARES IN OUR
-------------------------------------------------------------------------------
PUBLIC FLOAT.
-------------

     We  have  approximately  15,870,000  shares  of  common stock in our public
float;  however,  we  have not created a market for our common stock. We may not
have  adequate  time  to create such a market prior to the time our shareholders
resell  their  shares.  If  our  shareholders  resell their shares before we can
create  a  market,  it  may  exert  downward pressure on the price of our common
stock.

OUR COMMON STOCK IS SUBJECT TO THE"PENNY STOCK" RULES OF THE COMMISSION WHICH
-----------------------------------------------------------------------------
LIMITS THE TRADING MARKET IN OUR COMMON STOCK, MAKES TRANSACTIONS IN OUR COMMON
-------------------------------------------------------------------------------
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR COMMON STOCK.
-------------------------------------------------------------------------------

     Our  common  stock  is considered a "penny stock" as defined in Rule 3a51-1
promulgated  by  the  Commission  under  the Exchange Act of 1934 (the "Exchange
Act").  In  general,  a  security  which is not quoted on NASDAQ or has a market
price  of  less  than  $5  per share where the issuer does not have in excess of
$2,000,000  in  net tangible assets (none of which conditions the Company meets)
is  considered a penny stock. The Commission's Rule 15g-9 regarding penny stocks
impose  additional  sales  practice requirements on broker-dealers who sell such
securities  to persons other than established customers and accredited investors
(generally  persons  with  net worth in excess of $1,000,000 or an annual income
exceeding  $200,000  or  $300,000  jointly  with their spouse). For transactions
covered  by  the  rules,  the  broker-dealer  must  make  a  special suitability
determination for the purchaser and receive the purchaser's written agreement to
the  transaction  prior  to  the  sale.  Thus,  the  rules affect the ability of
broker-dealers to sell our common stock should they wish to do so because of the
adverse  effect  that  the rules have upon liquidity of penny stocks. Unless the
transaction is exempt under the rules, under the Securities Enforcement Remedies
and  Penny  Stock  Reform  Act  of  1990,  broker-dealers  effecting  customer
transactions  in penny stocks are required to provide their customers with (i) a
risk  disclosure  document; (ii) disclosure of current bid and ask quotations if
any;  (iii)  disclosure  of  the compensation of the broker-dealer and its sales
personnel  in  the  transaction; and (iv) monthly account statements showing the
market  value of each penny stock held in the customer's account. As a result of
the penny stock rules the market liquidity for our common stock may be adversely
affected  by limiting the ability of broker-dealers to sell our common stock and
the  ability  of  purchasers  to  resell  our  common  stock.

     In  addition,  various  state  securities  laws  impose  restrictions  on
transferring  "penny  stocks" and as a result, investors in our common stock may
have  their  ability  to  sell  their  shares  of  the  common  stock  impaired.

THE COMPANY HAS NOT PAID ANY CASH DIVIDENDS.
--------------------------------------------

     The  Company  has paid no cash dividends on its common stock to date and it
is  not  anticipated  that  any  cash  dividends  will be paid to holders of the
Company's  common  stock in the foreseeable future. While the Company's dividend
policy will be based on the operating results and capital needs of the business,
it  is  anticipated  that  any  earnings  will be retained to finance the future
expansion  of  the  Company.

ITEM 3.02     UNREGISTERED SALES OF EQUITY SECURITIES

     The Registrant will issue an aggregate of 11,640,000 shares of common stock
in  a  transaction  that will not be registered under the Securities Act of 1933
(the  "Act") to the former Battle Mountain shareholders pursuant to the Exchange
whereby  Battle Mountain became a wholly-owned subsidiary of the Registrant. The
Registrant  will  claim  the exemption from registration afforded by Rule 506 of
Regulation  D  under  the  Act.
ITEM 5.01     CHANGES IN CONTROL OF REGISTRANT.

     On  September  9,  2004,  the Battle Mountain shareholders entered into the
Agreement with the Registrant, whereby each Battle Mountain shareholder received
one  (1)  share  of  Registrant's common stock for each share of Battle Mountain
common  stock  for  an aggregate of 11,640,000 shares of the Registrant's common
stock. Along with the execution of the Agreement, James E. McKay, Ken Tullar and
Wade  A.  Hodges  executed  stock  purchase  agreements  to  purchase 3,700,000,
1,900,000  and  1,900,000  shares,  respectively,  or  an aggregate of 7,500,000
shares,  of  the  Registrant's  common  stock from Nikoloas Bekropoulos a former
Director  of the Registrant. Additionally Bug River, Mark Kucher and Paul Taufen
executed  stock purchase agreements to purchase 2,000,000, 1,000,000 and 500,000
shares,  respectively,  or an aggregate of 3,500,000, shares of the Registrant's
common  stock  from  Dana  Neill  Upton,  the  Registrant's  former  President,
Secretary,  Treasurer and Director. Following the execution of the Agreement and
the stock purchase agreements, the Battle Mountain shareholders owned 22,640,000
shares  of the Registrant's common stock. As a result of these transactions, the
following  individuals  will  exercise  control  over  the  Registrant:
Shares of Common Stock Beneficially Owned (1)

Name               No. of Shares   Percentage
----               --------------  ----------
James E. McKay      4,700,000         12.0%

Mark Kucher         8,510,000 (2)     22.1%

Wade A. Hodges      2,100,000          5.5%

Kenneth Tullar      2,100,000          5.5%
--------------  --------------  -----------
(1) The number of shares of common stock owned are those "beneficially owned" as
determined  under the rules of the Securities and Exchange Commission, including
any  shares  of  common  stock as to which a person has sole or shared voting or
investment  power  and any shares of common stock which the person has the right
to acquire within sixty (60) days through the exercise of any option, warrant or
right.  As  of  November  9,  2004, there were 38,510,000 shares of common stock
outstanding, 11,640,000 of which relate to the Exchange and have not been issued
as  of  the  filing  of  this  report.

(2) Includes 3,160,000, 1,000,000, and 1,000,000 shares of common stock owned by
Bug  River,  British  Swiss  Investment  Corp.  ("British  Swiss"),  and Warrior
Resources  Corp.  ("Warrior"),  respectively.  Mark  Kucher  is  a  director and
shareholder  of  Bug  River,  British  Swiss,  and  Warrior.
ITEM 5.02     DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
              DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

     (b)  On  September  9, 2004, Nikoloas Bekropoulos and Philip Stanley Taneda
resigned as Directors of the Registrant. On that same date, Mark Kucher resigned
as  the  Chief  Executive  Officer  and  President  of  the  Registrant.

     (c)  On  September  9,  2004,  the  Registrant's  Board  of  Directors, via
unanimous  written  consent,  appointed James E. McKay as the Registrant's Chief
Executive  Officer and President. Mr. Kucher will continue to serve as Principal
Financial  Officer. Mr. Kucher has served in this capacity since his appointment
as  an  officer  of  the  Registrant  in  April  2004.

     JAMES  E.  MCKAY,  age  58, has served as the Registrant's President, Chief
Executive  Officer,  Secretary  and Treasurer since June 2004. From July 1992 to
May  2004, Mr. McKay was a manager and Director of Miramar Mining Corporation's,
American  Eagle  Resources  and  managed  the Golden Eagle Mine in Storey Co. in
Nevada.  During  the  same  period,  Mr.  McKay served as a director of Aurex, a
Canadian-Chilean  partnership  involved  in  acquisitions  and the ownership and
management  of  an  underground copper-gold mine in Chile. From February 1989 to
July  1993,  Mr. McKay was a self-employed Consultant. Mr. McKay has over thirty
(30) years of foreign and North American exploration and operational experience.
His  experience has included corporate directorships and exploration, operations
and  reclamation management. In 1979, following six years as a field exploration
geologist  in Africa, Colombia, Mexico, and North America, he was designated the
on-site  manager  of  Homestake  Mining  Corporation's  McLaughlin  exploration
project,  from  its inception through the announcement of the discovery of the 3
million  ounces  gold  deposit.  Mr.  McKay  holds  a  Masters  in  Business
Administration  and  a Bachelor of Science degree in Geological Engineering both
from  the  University  of  Nevada.
Effective  June 1, 2004, James E. McKay entered into a consulting agreement
with  the  Registrant  pursuant  to  which  Mr. McKay serves as the Registrant's
President.  Mr. McKay began assisting Mark Kucher as the Registrant's President,
Chief  Executive  Officer, Secretary and Treasurer in June 2004. Mr. McKay began
formally  serving  in  these  capacities  in  September  2004.  Pursuant  to the
consulting  agreement,  Mr.  McKay  receives  a base salary of $7,500 per month,
three (3) weeks of paid vacation, and an option, which was approved by our board
of  directors,  to  purchase  500,000 shares of the Company's common stock at an
exercise  price  of  $0.99 per share that vests in its entirety on May 31, 2005.
Mr.  McKay  and  the  Registrant may terminate the consulting agreement at will,
provided,  however, that if the Registrant's terminates the consulting agreement
for  any reason, or if Mr. McKay and the Registrant mutually decide to terminate
the  agreement  at  any time before the third anniversary date of the agreement,
the Registrant will pay Mr. McKay a severance at his then current salary through
the  third  anniversary date upon such termination. If the Registrant terminates
Mr. McKay's employment prior to May 31, 2005, the option will automatically vest
in  its  entirety  on  the  date  of  such  termination.

     Mark  Kucher  has  not entered into a consulting agreement or an employment
agreement  with  the  Registrant.

     (d)  On  September  9,  2004, the Registrant's Board of Directors appointed
James  E.  McKay  and  Wade  A.  Hodges  as  Directors.

     James  E. McKay has entered into a consulting agreement with the Registrant
as  discussed  above  under  Item  5.02(c).

     Wade  A.  Hodges,  a  Director  of  the Company, owns a forty percent (40%)
membership  interest  in  NGXS.  As  contemplated  by  the Joint Venture, Battle
Mountain  and  NGXS  formed  Pediment  to  explore  the  Nevada  great  basin
physiographic  area  using  a  proprietary water chemistry database developed by
NGXS.  Mr.  Hodges  will  provide  geological  services  to the Joint Venture in
consideration  for  $400  per  day  plus  a per diem of $125 per day. Mr. Hodges
received  an  aggregate  of $42,000 as of the filing of this report for services
that  he  provided  to  the  Joint  Venture.

     Messrs.  McKay  and  Hodges  have  not  been named to any committees of the
Registrant's Board of Directors, and any committees of the Registrant's Board of
Directors  to  which  Messrs.  McKay  and  Hodges  may  be  named  have not been
determined,  as  of  the  filing  of  this  report.

ITEM 8.01     OTHER EVENTS

     On  September  9,  2004,  Mark  Kucher  also  resigned  as the Registrant's
Secretary  and  Treasurer. On that same day, the Registrant's Board of Directors
appointed  James  E  McKay  as  Secretary  and  Treasurer.

ITEM  9.01     FINANCIAL  STATEMENTS  AND  EXHIBITS

     (a)  Financial  Statements  of Battle Mountain Gold Exploration, Inc. to be
          provided.

     (b)  Pro  Forma  Financial  Information  To  Be  provided

     (c)  Exhibits:
2.1  Exchange  Agreement
     10.1 Exploration  Agreement  with  Nevada  Gold Exploration Solutions, LLC,
          including Members Agreement and Operating Agreement regarding Pediment
          Gold,  LLC
     10.2 Consulting  Agreement  with  James  E.  McKay
     10.3 Amended  Initial  Contribution  Schedule

                                   SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Battle Mountain Gold Exploration Corp.

November 19, 2004

/s/  James E. McKay
-------------------
James E. McKay
Chief Executive Officer