SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~January~~July 31, 2010

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

For the transition period from ____________ to____________

Commission File No. 001-03896

BULLION MONARCH MINING, INC.

(Exact name of Registrant as specified in its charter)


Utah	20-1885668
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

~~299~~20 ~~East~~N. ~~950~~Main ~~South~~St.

~~Orem,~~ Suite ~~Utah 84058~~202

St. George, UT 84770

(Address of Principal Executive Offices)

(801) 426-8111

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 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.

Yes [X] No [ ]

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes [ ] No [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [X] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: ~~March~~September 19, 2010 –- 38,686,210 shares of common stock ~~(includes 7,500 shares held as treasury stock)~~.

PART I

Item 1. Financial Statements

The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.

Bullion Monarch Mining, Inc.

Condensed Consolidated Financial Statements

~~January~~July 31, 2010

BULLION MONARCH MINING, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

~~January~~July 31, 2010 and April 30, ~~2009~~2010

		January 31, 2010 (Unaudited)			April 30, 2009 (Audited)
		July 31, 2010 (Unaudited)			April 30, 2010 (Audited)
ASSETS
Current Assets
Cash and cash equivalents		$		762,859	$	1,135,755
Cash and Cash Equivalents		$		441,504	$	459,505
Royalty receivables				~~420~~487,~~107~~540		~~148~~398,~~865~~808
Prepaid expenses				743,~~921~~380		1947,~~075~~985
Inventories				8077,~~290~~590		80,290
Deposits				23,~~000~~080		1,000
Employee advances				-2,400		35,~~500~~321
Income taxes receivable				2115,~~825~~802		-19,648
Payroll tax receivable				~~1,838~~476		~~3,860~~476
Total Current Assets				1,~~277~~171,~~840~~772		1,~~392~~013,~~345~~033
Property, plant and equipment, net				2,~~373~~496,~~339~~234		12,~~717~~498,~~466~~841
Other Assets:
Mining properties, at cost				273,071		273,071
Mining Properties, at cost				273,071		273,071
Notes receivable				100,967		75,000
Notes Receivable				102,987		101,967
Oil shale leases				9,669		9,669
Interest in mineral rights				~~250~~58,000		-
Other investments				97141,~~408~~985		~~109~~257,~~040~~555
Deferred tax asset				~~273~~559,~~694~~653		-501,845
Patent, net				~~375~~359,~~000~~375		~~398~~367,~~435~~188
Other				6410,~~255~~000		1810,000
Total Other Assets				1,~~444~~514,~~064~~740		~~883~~1,~~215~~521,295
Total Assets		$		5,~~095~~182,~~243~~746	$	35,~~993~~033,~~026~~169
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$		63,992		$	107,525
Accounts Payable	$		380,069		$	416,024
Income taxes payable			~~153~~92,~~604~~278			~~94,290~~556
Total Current Liabilities			~~217~~472,~~596~~347			~~201~~416,~~815~~580
Long-term liability - deferred tax liability			-			19,635
Total Liabilities			472,347			416,580
Total Liabilities			217,596			221,450
STOCKHOLDERS’ EQUITY
Preferred stock - par value $0.001, 10,000,000 shares authorized No shares issued and outstanding			-			-
Preferred Stock - par value $0.001, 10,000,000 shares authorized No shares issued and outstanding			-			-
Common stock - par value $0.001, 100,000,000 shares authorized, 38,693,710 issued, and 38,686,210 outstanding as of January 31, 2010 and 39,373,510 issued and 38,854,210 outstanding as of April 30, 2009			38,694			39,374
Common Stock - par value $0.001, 100,000,000 shares authorized, 38,686,210 issued, and 38,638,710 outstanding as of July 31, 2010 and 39,868,210 issued and outstanding as of April 30, 2010			38,686			38,686
Additional paid-in capital			3,871,310			4,047,085
Additional Paid-in Capital			1,427,464			1,427,464
Less treasury stock			(5,507)			(132,722)
Less Treasury Stock			(35,873)			-
Accumulated other comprehensive loss			(25,612)			(8,005)
Accumulated other comprehensive income			5,144			74,855
Retained earnings			1,419,522			154,134
Retained Earnings since September 27, 2006 ($3,632,043 accumulated deficit eliminated)			3,762,511			3,529,526
Total Bullion Stockholders’ Equity			5,~~298~~197,~~407~~932			45,~~099~~070,~~866~~531
Non-controlling interests			(~~420~~487,~~760~~533)			(~~328~~453,~~290~~942)
Total Stockholders’ Equity			4,~~877~~710,~~647~~399			34,~~771~~616,~~576~~589
Total Liabilities and Stockholders’ Equity	$		5,~~095~~182,~~243~~746		$	35,~~993~~033,~~026~~169

See accompanying notes to financial statements.

BULLION MONARCH MINING, INC.AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Three ~~and Nine~~ Months Ended ~~January~~July 31, 2010 and 2009

(Unaudited)

			For the Three Months Ended Jan. 31, 2010 (Unaudited)		For the Three Months Ended Jan. 31, 2009 (Unaudited)	For the Nine Months Ended Jan. 31, 2010 (Unaudited)	For the Nine Months Ended Jan. 31, 2009 (Unaudited)
		For the Three Months Ended July 31, 2010 (Unaudited)		For the Three Months Ended July 31, 2009 (Unaudited)
Royalty revenue			$ 1,501,769		$ 1,006,089	$ 3,735,419	$ 2,940,689
Royalty Revenue	$	1,360,922		$ 900,543
Operating expense
Operating Expense
General and administrative		593,089	~~383,686~~	373,229	~~317,119~~	~~1,191,588~~	~~956,993~~
Exploration costs			772,941		-	772,941	-
Gold tax		70,594		45,027
Research & development		106,026	~~111,274~~	108,211	~~77,749~~	~~329,744~~	~~284,560~~
Operating income			233,868		611,221	1,441,146	1,699,136
Total Operating Expenses		769,709		526,467
Other income (expense)
Operating Income		591,213		374,076
Other income (expense)			-		-	-	2,500
Other Income (Expense)
Interest income		1,065	~~1,078~~	2,013	~~3,543~~	~~3,640~~	~~16,949~~
Total other income			1,078		3,543	3,640	19,449
Loss from joint venture		(406,765)		-
Net income before income taxes			234,946		614,764	1,444,786	1,718,585
Loss from investment		(1,500)		-
Provision (benefit) for income taxes			(23,615)		66,883	271,868	396,780
Total Other (Expense) Income		(407,200)		2,013
Net income			258,561		547,881	1,172,918	1,321,805
Net Income Before Income Taxes		184,013		376,089
Plus: net loss attributable to non-controlling interests			31,939		18,979	92,470	69,424
Provision (Benefit) For Income Taxes		(15,381)		86,470
Net income attributable to Bullion stockholders			290,500		566,860	1,265,388	1,391,229
Net Income		199,394		289,619
Other comprehensive income (loss)
Plus: Net Loss Attributable to Non-controlling Interests		33,591		29,846
Change in unrealized gain (loss) on marketable securities			(5,176)		8,888	(17,607)	(17,222)
Net Income Attributable to Bullion Stockholders		232,985		319,465
Net comprehensive income			$ 285,324		$ 575,748	$ 1,247,781	$1,374,007
Other Comprehensive Income (Loss) Change in unrealized gain (loss) on marketable securities		(69,711)		5,177
Net income per share - basic and diluted			$ 0.01		$ .01	$ 0.03	$ 0.03
Net comprehensive income	$	163,274		$ 324,642
Weighted average shares outstanding			38,686,210		39,683,318	38,691,934	40,133,058
Net Income Per Share - Basic and Diluted	$	0.01		$ 0.01
Weighted Average Shares Outstanding		38,645,221		38,703,507

See accompanying notes to financial statements.

BULLION MONARCH MINING, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~Nine~~Three Months Ended ~~January~~July 31, 2010 and 2009

	For the Nine Months Ended Jan. 31, 2010 (Unaudited)		For the Nine Months Ended Jan. 31, 2009 (Unaudited)
Cash flows from operating activities:
Net income	$	1,172,918	$	1,321,805
Adjustments to reconcile net income to net cash from operating activities:
Depreciation		43,241		23,366
Amortization		23,435		23,438
Deferred income taxes		(282,869)		27,148
(Increase) decrease in royalties receivable		(271,242)		(31,276)
(Increase) decrease in income tax receivable		(2,825)		-
(Increase) decrease in payroll tax receivable		2,023		60
(Increase) decrease in prepaid expenses		11,154		4,896
(Increase) decrease in deposits		(1,000)		(1,000)
(Increase) decrease in employee advances		3,500		3,500
(Increase) decrease in interest accrued on notes		(967)		-
Increase (decrease) in income taxes payable		59,314		(218,534)
Increase (decrease) in accounts payable		(43,533)		6,149
Increase (decrease) in accrued liabilities		-		131,626
Net cash from operating activities		713,148		1,291,178
Cash flows from investing activities:
Purchase of property, plant & equipment		(699,115)		(736,062)
Issuance of notes receivable		(25,000)		(5,000)
Purchase of interest in mineral rights		(250,000)		-
Purchase of other investments		(16,434)		(8,000)
Proceeds from other assets		-		15,000
Purchase of other assets		(46,255)		-
Net cash used in investing activities		(1,036,804)		(734,062)
Cash flows from financing activities
Purchase of treasury stock		(49,240)		(210,697)
Net cash used in financing activities		(49,240)		(210,697)
Net increase (decrease) in cash		(372,896)		346,419
Cash at beginning of period		1,135,755		1,356,679
Cash at end of period	$	762,859	$	1,703,098
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	-	$	-
Cash paid during the period for taxes	$	498,162	$	588,166

(Unaudited)

Non-cash investing and financing activities:


	For the Three Months Ended July 31, 2010 (Unaudited)		For the Three Months Ended July 31, 2009 (Unaudited)
Cash Flows From Operating Activities:
Net Income	$	199,394	$	289,619
Adjustments to reconcile net income to net cash from operating activities:
Depreciation		14,708		14,422
Amortization		7,813		7,814
Deferred income taxes		(11,949)		1,396
(Increase) decrease in royalties receivable		(88,732)		(173,027)
(Increase) decrease in inventory		2,700		-
(Increase) decrease in income tax receivable		(96,154)		-
(Increase) decrease in payroll tax receivable		-		(2,960)
(Increase) decrease in prepaid expenses		4,605		(2,233)
(Increase) decrease in deposits		(2,080)		-
(Increase) decrease in employee advances		2,921		3,500
(Increase) decrease in interest accrued on notes		(1,020)		-
Increase (decrease) in income taxes payable		91,722		(94,290)
Increase (decrease) in accounts payable		(35,955)		(43,690)
Net Cash From Operating Activities		87,973		551

Cash Flows From Investing Activities:
Purchase of Property, Plant & Equipment		(12,101)		(283,837)
Issuance of notes receivable		-		(255,000)
Purchase of interest in mineral rights		(58,000)		-
Purchase of other assets		-		(800)
Net Cash used in Investing Activities		(70,101)		(539,637)

Cash Flows From Financing Activities
Purchase of Treasury Stock		(35,873)		(49,240)
Net cash used in financing activities		(35,873)		(49,240)

Net Increase (Decrease) in Cash		(18,001)		(588,326)

Cash at Beginning of Period		459,505		1,135,755
Cash at End of Period	$	441,504	$	547,429

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest	$	-	$	-
Cash paid during the period for taxes	$	1,000	$	182,700

During the quarter ended July 31, 2009, the Company retired 511,800 shares of treasury stock, reducing the par value of

Common Stock by $512 and Additional Paid-In Capital by $126,703.

During the quarter ended October 31, 2009, the Company retired 168,000 shares of treasury stock, reducing the par value of Common Stock by $168 and Additional Paid-In Capital by $49,072.

During the quarter ended October 31, 2009, the Company converted $570,000 of the Dourave note receivable into an interest in mineral rights.

During the quarter ended January 31, 2010, the Company reclassified $320,000 of the interest in mineral rights as exploration expense.

See accompanying notes to financial statements.

Bullion Monarch Mining, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

Note 1.

Organization

Bullion Monarch ~~Mining,~~Company ~~Inc.~~ (sometimes referred to herein as “Old Bullion”) was ~~organized~~incorporated ~~under~~in the ~~laws~~State of Utah on May 13, 1948. In 1999, Old Bullion was administratively dissolved by the State of Utah onfor ~~November~~inadvertently ~~16,~~failing ~~2004~~to file its annual reports with the Utah Department of Commerce. The Utah Revised Business Corporations Act does not allow reinstatement after such dissolution after the passage of two years, which time had elapsed when advice of the administrative dissolution of Old Bullion was received. The principals of Old Bullion subsequently organized “Bullion Monarch Mining, Inc.,” a Utah corporation (sometimes referred to ~~engage~~herein as “New Bullion” or “Bullion”), and effected a court approved reorganization whereby each shareholder of Old Bullion was entitled to exchange rights equal to the number of shares held in ~~any~~Old ~~lawful~~Bullion ~~activity~~for a like number of shares in New Bullion that each such shareholder previously owned in Old Bullion. OnThe reorganization process was completed on March 31, 2005, by an order of the Third Judicial District Court (“Court Proceedings”) in ~~the~~and for Salt Lake County, State of Utah, ~~approved~~and, afollowing ~~plan~~the byreorganization ~~which~~process, ~~Bullion~~a ~~common~~fairness ~~shares~~hearing ~~would~~(the be“Fairness ~~issued~~Hearing”) ~~for~~was conducted by the ~~shares~~Utah Division of ~~Bullion~~Securities ~~Monarch~~(the ~~Company~~“Division”) on September 27, ~~Inc.~~2006, (where the reorganization was approved following prior notice to the Old Bullion), ashareholders ~~previously~~in ~~dissolved~~the ~~corporation. Bullion~~form ~~obtained~~of an Information Statement reviewed by the ~~rights~~Division and ~~obligations~~mailed to Old Bullion shareholders with current mailing addresses and published in at least two newspapers of general circulation in locations where a majority of the Old Bullion shareholders were believed to have resided.

~~EnShale,~~After ~~Inc.~~undergoing the process described above, aour ~~majority-owned~~management ~~subsidiary~~and oflegal ~~the~~counsel ~~Company,~~believed that isNew Bullion was a ~~Wyoming~~12g-3 ~~Corporation~~“successor ~~and~~issuer” ~~was~~to ~~organized~~Old Bullion under the ~~laws~~Securities Exchange Act of ~~that~~1934, ~~state~~as onamended ~~July~~(the ~~11,~~“Exchange ~~2005~~Act”). Consequently, asno ~~International~~Form ~~Energy~~15 ~~Resource~~was ~~Development,~~filed ~~Inc. The~~on ~~name~~Old ofBullion; ~~that~~New ~~company~~Bullion ~~was~~did ~~later~~not ~~changed~~file a Form 10 Registration Statement; and New Bullion recommenced to ~~“EnShale,~~file ~~Inc.”~~reports for Old Bullion with the Securities and Exchange Commission (“~~EnShale~~SEC”)~~. The~~, ~~accounts~~commencing ofwith ~~Bullion~~a ~~and~~10-KSB ~~EnShale~~Annual ~~have~~Report ~~been~~for the fiscal year ended April 30, 2006, which contained audited consolidated ~~and~~balance ~~all~~sheets ~~intercompany~~as ~~transactions~~of ~~have~~April ~~been~~30, ~~eliminated. Bullion~~2006, and ~~EnShale~~2005, ~~are~~and ~~collectively~~related ~~referred~~consolidated tostatements asof “operations, stockholders’ equity, and cash flows for the ~~Company”~~fiscal inyears ~~these~~ended ~~consolidated~~April ~~financial~~30, ~~statements.~~2006, 2005, and 2004.

~~The~~Subsequently, ~~Company~~we ~~derives~~determined ~~its~~that ~~revenues~~New ~~from~~Bullion ~~exploring~~did not meet the technical requirements as a 12g-3 “successor issuer.” After extensive research by us, ~~acquiring~~our consulting accountants and ~~developing~~legal ~~mining~~counsel, ~~properties~~we indetermined ~~the~~that ~~Western~~our ~~United~~transition ~~States~~from ~~and~~Old ~~South~~Bullion ~~America~~to New Bullion could be handled, from an accounting perspective, as a quasi-reorganization. ~~The~~Accordingly, ~~Company~~Old ~~currently~~Bullion will file a Form 15 to end its reporting status under the Exchange Act and New Bullion has ~~interests~~filed ina ~~properties~~Form in10 ~~Utah~~to become a “reporting issuer” under the Exchange Act. Based upon Bullion’s view of the Court Proceedings, ~~Oregon~~the Fairness Hearing and the quasi-reorganization accounting method, Old Bullion shareholders will retain the same rights of exchange with New Bullion; New Bullion will retain all of the assets and ~~Nevada~~liabilities of Old Bullion; and ~~has~~all ~~entered~~shareholders ~~into~~who ahave ~~joint~~purchased ~~venture~~shares in Bullion will continue to ~~expand~~be ~~into~~Bullion ~~Brazil~~shareholders, but under New Bullion. ~~The~~These ~~Company~~changes ~~currently~~were ~~has~~procedural ~~two~~in ~~mines~~nature ~~producing~~and ~~royalties~~will inhave ~~the~~no ~~Carlin~~impact ~~Trend,~~on ~~Nevada~~Bullion’s ~~USA~~current business plans or its day-to-day business operations.

Bullion Monarch Mining, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

Note 1.

Organization (continued)

Bullion derives its revenues from exploring, acquiring and developing mining properties in the western United States and South America. Bullion currently has interests in properties in Utah, Oregon, Nevada, Brazil and Mexico (See Note 6 for discussion on expansion into Mexico). The Company currently has two mines producing royalties in the Carlin Trend, Nevada.

EnShale, Inc., a majority-owned subsidiary of Bullion, is a Wyoming corporation and was organized under the laws of that state on July 11, 2005, as International Energy Resource Development, Inc. The name of that company was later changed to EnShale, Inc. EnShale, Inc. is engaged in several activities associated with the development of technology for the extraction of oil from oil shale deposits.

The condensed consolidated financial statements include the accounts of Bullion and EnShale, Inc. (collectively referred to as “the Company”). All intercompany transactions and balances have been eliminated.

Note 2.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with the requirements of the ~~Securities and Exchange Commission (the “~~SEC”) for unaudited interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month ~~and~~period ~~nine-month periods~~ ended ~~January~~July 31, 2010, are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, ~~2010~~2011. For further information, refer to the audited consolidated financial statements for the fiscal year ended April 30, ~~2009~~2010, and footnotes thereto included in the Company’s Form 10-~~K/A~~KA-1 Annual Report for the fiscal year ended April 30, ~~2009~~2010.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Certain amounts for the three and nine months ended January 31, 2010, and at April 30, 2009, have been revised. The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10-45-16, which requires the noncontrolling interests to be classified as a separate component of net income and stockholders’ equity. FASB ASC 810-10-45-16 is effective for the Company’s fiscal year beginning May 1, 2009.

Bullion Monarch Mining, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

Note 3.

Significant Accounting Policies

Exploration and Development Costs

In general, exploration and development costs are expensed as incurred. When the Company has determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to acquire and develop such property are capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with FASB ASC 360-10-35.

~~Note 4.~~8

Recent Accounting Pronouncements

SFAS 168 The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (June 2009)

FAS 168, which has been codified into Accounting Standards Codification (“ASC”) Topic 105, is the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this guidance did not have an impact on the Company’s financial statements but will alter the references to accounting literature within the financial statements.

SFAS 166 Accounting for Transfers of Financial Assets – an amendment of SFAS 140 (June 2009)

SFAS 166, which has been codified into ASC Topic 860, is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets: the effects of a transfer on its financial position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of this guidance to have an impact on the Company’s results of operations, financial condition or cash flows.

Bullion Monarch Mining, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

Note 4.

~~Recent~~Common ~~Accounting Pronouncements (Continued)~~Stock

~~SFAS~~During ~~167~~February ~~Amendments~~2010, tothe ~~FASB~~Company’s ~~Interpretation~~Board Noof Directors authorized a $1 million share repurchase program. The ~~46(R)~~Company ~~(June~~plans ~~2009)~~to repurchase its shares for cash, from time to time in the open market, through block trades or otherwise, through December 31, 2010, with no mandatory minimum number of shares to be repurchased

~~SFAS~~During ~~167,~~three ~~which~~months ~~has~~ended ~~been~~July ~~codified~~31, ~~into ASC Topic 810~~2010, ~~is intended to (1) address~~ the ~~effects~~Company onpurchased ~~certain~~47,500 ~~provisions~~shares of ~~FASB~~treasury ~~Interpretation No~~stock. As 46of ~~(revised~~July ~~December 2003)~~31, ~~Consolidation of Variable Interest Entities~~2010, ~~as a result of~~ the ~~elimination~~number of ~~the~~shares ~~qualifying special-purpose entity concept~~ in ~~SFAS~~treasury ~~166,~~totaled ~~and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R)~~47,500, ~~including~~with ~~those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in~~ a ~~variable~~cost ~~interest entity. This statement must be applied as~~ of ~~the beginning of each reporting entity’s first annual reporting period that begins after November 15~~$35, ~~2009~~873. ~~The Company does not expect the adoption of SFAS 167 to have an impact on the Company’s results of operations, financial condition or cash flows.~~

Note 5.

Recent Accounting Pronouncements

Accounting Standards Update No. 2009-13

In October 2009, the FASB issued Accounting Standards Update No. 2009-13 for Revenue Recognition – Multiple Deliverable Revenue Arrangements (Subtopic 605-25) “Subtopic”. This accounting standard update establishes the accounting and reporting guidance for arrangements under which the vendor will perform multiple revenue – generating activities. Vendors often provide multiple products or services to their customers. Those deliverables often are provided at different points in time or over different time periods. Specifically, this Subtopic addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting. The amendments in this guidance will affect the accounting and reporting for all vendors that enter into multiple-deliverable arrangements with their customers when those arrangements are within the scope of this Subtopic. This Statement is effective for fiscal years beginning on or after June 15, 2010. Earlier adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity will apply the amendments under this Subtopic retrospectively from the beginning of the entity’s fiscal year. The presentation and disclosure requirements shall be applied retrospectively for all periods presented. Currently, Management believes this Statement will have no impact on the financial statements of the Company once adopted.

Note 5.

Fair Value Measurements

The Company adopted FASB ASC 820 on May 1, 2008. This statement defines fair value, establishes a framework to measure fair value, and expands disclosures about fair value measurements. FASB ASC 820 defines fair value as the price that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 establishes a fair value hierarchy used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Bullion Monarch Mining, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

Note 5.

Fair Value Measurements (Continued)

The following table provides our financial assets and liabilities carried at fair value measured on a recurring basis as of January 31, 2010:

	Fair Value Measurements Using
	Total Fair	Quoted Prices in	Significant Other	Significant
	Value at	Active Markets	Observable Inputs	Unobservable Inputs
Description	January 31, 2010	(Level 1)	(Level 2)	(Level 3)
Marketable securities	$37,973	$37,973
Equity investments	$59,434			$59,434

During the quarter ended January 31, 2010, there were no significant measurements of assets or liabilities at fair value (as defined in FASB ASC 805-20-20) on a nonrecurring basis subsequent to their initial recognition except for the marketable securities listed in the table above.

Note 6.

Interest in Mineral Rights

AsDuring ofJune ~~September 8~~2010, ~~2009,~~ Bullion ~~had~~entered ~~contributed~~into ~~$570,000,~~a inbinding ~~the~~term ~~form~~sheet ofrelating ato ~~note~~certain ~~receivable,~~mining torights alocated ~~subsidiary~~in ofChihuahua ~~Dourave~~Mexico. ~~Mining~~The ~~and~~term ~~Exploration~~sheet ~~Inc.~~outlined ~~(Dourave). The~~that ~~contributed~~upon ~~monies~~Bullion’s ~~are~~receipt of documentation to beestablish, ~~used~~among inother items, that the ~~Bom~~property ~~Jardim~~was free and ~~Bom~~clear ~~Jesus~~of ~~mining~~all ~~properties,~~liens ~~which~~and ~~were~~tax ~~held~~assessments inand ~~the~~that ~~subsidiary~~ownership ofis ~~Dourave. On~~fully ~~September 28~~vested, ~~2009,~~ Bullion ~~agreed~~would tomake a ~~letter-of-intent~~$100,000 ~~that~~payment ~~outlines~~for the ~~terms~~right ofto ~~participation~~conduct inexploration aactivities ~~joint~~on ~~venture~~the toproperty ~~develop~~for ~~the~~a ~~Bom~~period ~~Jardim~~of ~~and~~six ~~Bom~~months ~~Jesus~~or ~~mining~~until ~~properties~~November 30, 2010. As aof ~~result~~July of31, ~~the~~2010, ~~letter-~~Bullion had received evidence of~~-intent~~ proper title and had recorded $58,000 in exploration right payments. Bullion, ~~cancelled~~at ~~the~~its ~~note~~sole ~~receivable~~discretion, inshall ~~exchange~~have ~~for~~the anright ~~interest~~to incontinue ~~mineral~~exploration ~~rights~~activities by payment of $~~570~~100,000. ~~During~~at ~~the~~six ~~quarter~~month ~~ended~~intervals, ~~January~~through May 31, ~~2010~~2012, at which time the ~~Company~~payment ~~reclassified~~requirements ~~$320,000~~increase offor ~~the~~each ~~interest~~successive inperiod. The ~~mineral~~above ~~rights~~payments tomay ~~exploration~~be ~~costs~~applied toward a $5,000,000 purchase price on the property. ~~This~~During ~~reclassification~~the isexploration ~~based~~period, onthe ~~management’s~~property ~~current~~owners ~~anticipated~~retain ~~plan~~the right to ~~develop~~seek ~~the~~other ~~mining~~exploration ~~property,~~and ~~which~~purchase ~~plan~~offers. Bullion ~~was~~has ~~developed~~a ~~during~~right ~~the~~of ~~quarter~~first ~~ended~~refusal ~~January~~to ~~31,~~match ~~2010~~any exploration or purchase offers.

Once the joint venture agreement has been finalized and executed, it is anticipated that the Dourave subsidiary will contribute the Bom Jardim and Bom Jesus mining properties to the joint venture. At that time the Company anticipates converting its $250,000 interest in mineral rights into an equity contribution into the joint venture, which will give Bullion a 33.33% interest in the joint venture. Bullion will account for this investment under the equity method.

Originally, as part of the letter-of-intent, Bullion agreed to contribute an additional minimum monthly amount of $80,000 until total exploration cost funding had reached $1,750,000. This exploration cost commitment is in addition to the $250,000 the Company paid for the interest in mineral rights. The Company has decided to accelerate certain funding payments through February 2010, and had paid $772,941 as exploration costs as of January 31, 2010, and an additional $195,294 during February 2010. The Company anticipates returning to the $80,000 minimum monthly funding commitments during March and April 2010. Monthly funding levels after April 2010 will depend on exploration findings.

Note 7.

Note Receivable

The Company issued a $100,000 note receivable to Paul Schiebe on October 5, 2009. The terms of the note are a 4% annual interest rate, compounding monthly according to exact days in the month, beginning November 1, 2009. The due date on the note is November 1, 2011. No payments are required until the note is due, at which time the note will be paid in full. Interest accrued as of January 31, 2010 is $967.

Bullion Monarch Mining, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

Note 8.

Subsequent Events

OnDuring ~~February~~August ~~11,~~ 2010, the ~~Board~~Company ofacquired ~~Directors~~80,973 shares of ~~the~~treasury ~~Company~~stock ~~announced~~for ~~that~~$52,178. ~~the~~This ~~Company~~share ~~had~~acquisition ~~authorized~~is ~~the~~part ~~repurchase~~ of upa ~~to USD~~ $1,000,000 ofshare ~~its issued and outstanding shares of common stock. The Company plans to~~ repurchase ~~its~~program ~~shares~~authorized ~~for~~by ~~cash, from time to time in~~ the ~~open~~Company’s ~~market,~~Board ~~through block trades or otherwise, through December 31, 2010, with no mandatory minimum number~~ of ~~shares~~Directors toduring beFebruary ~~repurchased; no purchases have been made to March 10,~~ 2010 ~~under this plan~~.

~~The~~Also, ~~Company~~during ~~has~~August ~~evaluated subsequent events through March 10,~~ 2010, the ~~date~~Company ~~the~~paid ~~financial~~an ~~statements~~additional ~~are available to be issued~~$50,000 ~~and~~towards ~~has~~interest ~~concluded~~in ~~that~~mineral norights ~~recognized~~in orMexico ~~non-recognized~~(See ~~subsequent~~Note ~~events have occurred, other than the buyback program mentioned above, since the quarter ended January 31, 2010~~6).

109

Item 2. Management’s Discussions and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Business Development

Introduction

Bullion Monarch Mining, Inc. (“Bullion” or the “Company” or “we”) was incorporated under the laws of the State of Utah on November 16, 2004 (sometimes called “New Bullion”), and is a successor of Bullion Monarch Company, which was incorporated under the laws of the State of Utah on May 13, 1948 (sometimes called “Old Bullion”). All references herein include a discussion of all predecessors or successors described under the heading “Corporate History” of this Item below.

We are a natural resource company, which derives virtually 100% of our income from retained royalties. We are primarily engaged in acquiring, exploring, leasing, joint venturing and selling mining properties with the goal of retaining royalties in successful projects. Our income is currently generated from a 1% gross smelter returns royalty on Newmont Mining Corporation’s (“Newmont” [see Part II, Item 1, below]) Leeville mine. In addition to our precious metals projects, we are developing a process through our 80% owned subsidiary, EnShale, Inc. (“EnShale”), to mine and extract oil from oil shale on a commercially economical basis. Substantially all of our present and intended operations are located in the Western United States and Brazil.

We continue to actively pursue our long-held corporate strategy of generating royalty income through exploring and acquiring land positions in close proximity to major mining operations and/or properties with known mineral deposits for sale to third parties or development with joint venture partners; with a focus on near-production projects. Through our subsidiary EnShale, we are seeking to acquire additional oil shale properties; and we are continuing to develop our technology believed to be capable of commercially extracting oil from oil shale.

In 1999, Old Bullion was administratively dissolved by the State of Utah for failing to file its annual reports with the Department of Commerce for the State of Utah. It subsequently organized New Bullion, and completed a court approved reorganization, effective March 31, 2005, whereby shareholders of the dissolved Old Bullion exchanged rights in that company for shares in the newly organized New Bullion equal to the shares previously owned in Old Bullion, following a fairness hearing (the “Fairness Hearing”) conducted by the Utah Division of Securities on September 27, 2006. The reorganization was essentially a recapitalization of the Old Bullion that was accounted for as a “reverse” reorganization, and the historical financial statements of the Company are those of the former operating Old Bullion.

The Securities and Exchange Commission has advised us that it does not believe we are a “Section 12g-3 successor issuer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of Old Bullion because shareholders of the dissolved Old Bullion exchanged rights in Old Bullion resulting from its dissolution rather than shares of Old Bullion for

shares in the Company under the court approved reorganization and subsequent Fairness Hearing. We have been asked by the Securities and Exchange Commission to file a Form 10 Registration Statement on the Company. We are continuing to discuss this and other issues related to the reorganization between Old Bullion and the Company with the Securities and Exchange Commission. The discussions include the method of accounting for the reorganization of Bullion. Management has adopted quasi-reorganization accounting for the reorganization of New Bullion, which will require taking the accumulated deficit and deferred tax balances (at the effective date of the reorganization) to zero as an offset against additional paid-in capital. Based upon recent discussions with the Securities and Exchange Commission, we believe this accounting treatment will be acceptable; however, we may need to change the effective date of the reorganization to the date of the Fairness Hearing conducted by the Utah Division of Securities on September 27, 2006, regarding the reorganization; and we will be required to restate our financial statements for the year ended April 30, 2009, in our 10-K Annual Report for that fiscal year, and to restate our quarterly periods from that date through the date of this Quarterly Report in that 10-K Annual Report. If we do not file a Form 15 regarding Old Bullion before April 30, 2010, we will also be required to file a 10-K for Old Bullion’s fiscal year ended April 30, 2010. The quasi-reorganization accounting changes that have been discussed with the Securities and Exchange Commission will have no impact on our current business plans or our day-to-day business operations. We have also discussing timing issues with the Securities and Exchange Commission that will allow the Company’s common stock to continue to trade on the OTCBB until all Securities and Exchange Commission comments on any Form 10 Registration Statement filed by New Bullion have been satisfied and the Financial Industry Regulatory Authority, Inc. (“FINRA”) has approved shares of common stock of New Bullion for trading on the OTCBB, without interruption. We will be required to request a broker to submit a new Form 211 to seek quotations of the New Bullion common stock on the OTCBB; regardless, all shares of Old Bullion are exchangeable on a one for one basis for shares of New Bullion under the reorganization. We believe FINRA will approve quotations of our common stock on the OTCBB once a Form 10 on New Bullion is filed and all comments of the Securities and Exchange Commission are satisfied for OTCBB quotations in the ordinary course of its review process. We base this belief upon the fact that FINRA has already approved quotations for our common stock based upon the filings with the Securities and Exchange Commission of Old Bullion, based essentially upon all of the same information contained herein and in previous filings with the Securities and Exchange Commission by Old Bullion. A Form 15 will be filed for Old Bullion as part of the process of filing the Form 10 Registration Statement. We intend to file an 8-K Current Report that will fully describe this transition and its effects once discussions with the Securities and Exchange Commission on these matters are concluded. We have requested that the filing of the Form 15 on Old Bullion be delayed until the effective date of the Form 10 Registration Statement that is planned to be filed and until all comments of the Securities and Exchange Commission thereon have been satisfied; we were advised on March 9, 2010, by a representative of the Office of Chief Counsel of the Securities and Exchange Commission and a representative of FINRA, that this process will be allowed, and we have made this request with the understanding that we will continue to file all reports required to be filed as a “Section 12g-3 successor issuer” for Old Bullion until all comments on the Form 10 of New Bullion have been satisfied.

Corporate History

The following is a summary of the general business development history of Old Bullion and New Bullion. since their inception:

Old Bullion was incorporated in the State of Utah on May 13, 1948, under the name “Bullion Monarch Mining Company.”

Changed its name to “Bullion Monarch Uranium Company” on September 20, 1954.

Changed its name to “Bullion Monarch Company” on November 28, 1966.

Acquired by merger MM&S, effective March 3, 1969.

Old Bullion administratively dissolved by the State of Utah on August 1, 1999.

Old Bullion’s Board of Directors organized Bullion Monarch Mining, Inc. (New Bullion) under the laws of the State of Utah on November 16, 2004.

Third Judicial Court in and for Salt Lake County, Utah, approved a reorganization between the dissolved Old Bullion and the newly organized New Bullion, subject to a Fairness Hearing to be conducted by the Utah Division of Securities, on March 31, 2005.

The Utah Division of Securities conducted a Fairness Hearing on the reorganization and approved the reorganization between Old Bullion and New Bullion on September 27, 2006.

The Utah Division of Securities issued a Permit Authorizing Issuance of Securities No. 001-6729-21 on September 27, 2006, to allow the newly organized New Bullion to issue its securities in exchange for the rights of the shareholders in the dissolved Old Bullion.

The last five bulleted items were the result of the dissolution of Old Bullion for its failure to file an annual report in the State of Utah on a timely basis. Under the Utah Revised Business Corporations Act, Utah Code Ann. § 16-10a-1, et. seq. (2004), corporations are given two years within which to reinstate after an administrative dissolution. Old Bullion was not aware that it had failed to file its annual reports as required or that it had been dissolved and because of this lack of awareness, it failed to reinstate its corporate existence within the required time and thereafter had no right to administratively reinstate. The entire process of the last four bulleted items was required because without this procedure or the filing of a registration statement with the SEC and the Utah Division of Securities by the newly formed New Bullion covering the exchange of its shares of common stock for rights of former shareholders of Old Bullion, the issuance of the shares of New Bullion would have violated the registration provisions of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), and similar applicable provisions of the Utah Uniform Securities Act, Utah Code Section 61-1-1, et. seq. This reorganization was the only viable method to reinstate and reclassify Old Bullion substantially as it existed prior to its dissolution. The reorganization placed the former shareholders of the dissolved Old Bullion in the same positions they were in prior to dissolution, provided, however, that each Old Bullion’s shareholders shares issued in New Bullion and any rights in Old Bullion were subject to cancellation if any such shareholder fails to exchange previously owned stock certificates in Old Bullion for the New Bullion shares within five years of the date of the Fairness Hearing or by September 27, 2011. The total number of shares of common stock subject to this cancellation provision at April 30, 2008, and 2009, was 6,270,411 shares at fiscal year end April 30, 2008, and 6,115,954 shares at fiscal year end April 30, 2009. This process was approved by the Third Judicial District Court in and for Salt Lake County, State of Utah on March 31, 2005, and by the Utah Division of Securities, which issued a Securities Division Permit Authorizing Issuance of Securities, dated September 27, 2006. For additional information on the reorganization between Old Bullion and New Bullion, see our 10-K Annual Report for the fiscal year ended April 30, 2006, for documentation regarding the reorganization and these actions, which was previously filed with the Securities and Exchange Commission.

The reorganization transaction was essentially a recapitalization of the prior Old Bullion, pursuant to the Third District Court’s approval of the reorganization and the Utah Division of Securities’ approval of the reorganization at a Fairness Hearing. The recapitalization is what makes the transaction like a reverse merger, and therefore, the historical financial statements are those of the former operating company, Old Bullion, which was dissolved.

In an attempt to locate shareholders who have not exchanged their shares in Old Bullion for shares in New Bullion, our transfer agent conducts the following procedures to find lost shareholders: It photocopies each returned envelope and date stamps it twice; researches each shareholder in its database; modifies the shareholder on its list to reflect the returned mailing and the reason for the return; check where the incorrect address originated, and if available, contacts the person who provided the address for a possible new address; send copies of returned envelopes to the Company so that we may conduct a search of our records; check the value of all shares held by the shareholder, and if the total value is under $25, moves the shareholder’s name forward to the six-month review category to reprice all shares again at that time, and if after the second value check the shares are still under $25 in value, places the shareholder back in its Lost Shareholder Book; and if the value is more than $25, places the shareholder in Lost Shareholder Book for review at three months from the date of receiving the envelope back, and after three months and no more than six months, initiates an Internet search and repeats this process again six months after the first search if no response is received from the shareholder. The Internet search consists of a search in “Yahoo People” and “Whitepages.com” print pages showing possible new addresses. Our transfer agent then sends a form letter to each applicable address found, and keeps all searches, regardless of whether they are successful. We have also published notices in various areas where there is a concentration of shareholders’ addresses; and we intend to continue this process at least annually through September 27, 2011.

Plan of Operation

~~Management~~Bullion ~~believes~~Monarch ~~there~~Mining ~~are~~Inc. ~~adequate~~is ~~funds~~a togold-focused ~~continue~~royalty ~~current~~company ~~operations~~with ~~for~~additional ~~the~~interests ~~next~~in ~~six~~oil-shale totechnology ~~eight~~and ~~years,~~other ifassets. We we seek ~~outside~~to ~~funding~~acquire existing mineral royalties or to ~~develop~~finance ~~our~~mining ~~EnShale~~projects ~~technology~~that ~~and~~are ~~related~~in ~~mining~~production ~~operations~~or ~~rather~~in ~~than~~development ~~funding~~stage itin ~~internally~~exchange for royalty interests or a participating interest. ~~Revenues~~ ~~from~~We ~~Newmont~~are ~~USA~~engaged ~~Limited’s~~in (a ~~subsidiary~~continual review of ~~Newmont~~opportunities ~~Mining~~to ~~Corporation~~create ~~[“Newmont”])~~new ~~Leeville/East~~royalties ~~Ore~~or participating interests through the financing of mine ~~are~~development ~~anticipated~~or exploration, or to beacquire ~~between~~companies ~~$3.5M~~that ~~and~~hold $4royalties.5M ~~per~~The ~~year;~~majority ~~however,~~of ~~these~~our current revenues ~~may~~are ~~fluctuate,~~derived ~~based~~from ~~upon~~a ~~the~~high-quality ~~price~~royalty ofclaim ~~gold,~~block ~~and~~located ~~the~~in ~~price~~Northeastern ofNevada’s ~~gold~~Carlin ~~could~~Trend. We ~~cause~~also ~~changes~~have an interest in ~~the~~various ~~mining~~mineral ~~operations~~assets ofin ~~Newmont~~North onand South America in the ~~Leeville/East~~exploration ~~Ore~~and ~~mine~~development ~~that~~stages, ~~could~~which ~~result~~have inthe ~~increases~~potential orto ~~decreases~~generate infuture ~~these~~royalty ~~royalties~~or other revenues.

~~Our~~We ~~management~~are ~~reached~~also andeveloping ~~agreement with~~a ~~Gold~~process ~~Mountain~~through ~~Exploration~~our subsidiary, ~~and~~EnShale ~~Development~~Inc. ~~Company~~ (“~~Gold Mountain~~EnShale”) ~~respecting its Sumpter Oregon property (now known as the “Gold Mountain” property)~~, towhich increase our 1% ownership by funding its legal fees to ensure Gold Mountain’s legal interest in this gold property. Recently, an out of court settlement was reached, whereby Gold Mountain’s 50% property interest was established, and we ~~anticipate~~believe ~~receiving~~can anextract ~~additional~~the 9%oil ~~interest~~content infrom ~~Gold~~oil ~~Mountain. This~~shale ~~increased~~on ~~our ownership interest to~~ a ~~total~~commercially ofreasonable ~~10%~~and ofeconomically ~~Gold~~beneficial ~~Mountain~~basis. ~~During fiscal year 2010, we plan to attempt to acquire a larger interest in Gold Mountain or the Gold Mountain property.~~

WeOur ~~have~~management’s ~~been~~goal ~~contacted~~is byto ~~Kennecott~~establish ~~Copper,~~a ~~Freeport~~self-funded ~~McMoran~~natural ~~and~~resource ~~others~~company ~~interested~~focused inon ~~our~~exploring ~~Ophir~~for ~~lead, silver~~ and ~~copper~~developing ~~property~~world ~~located~~class ingold ~~Ophir, Utah~~opportunities. ~~Our~~We ~~Ophir~~internally ~~property~~fund isour ~~situated~~oil ~~near~~shale ~~Rio~~technology ~~Tinto’s~~subsidiary, ~~Kennecott~~EnShale, ~~copper~~as ~~mine~~well ~~and~~as isongoing ~~surrounded~~gold byexploration ~~Kennecott mining claims~~projects. ~~The~~Bullion ~~Ophir~~Monarch ~~district~~benefits isfrom aits ~~historically~~royalty ~~rich~~stream, ~~silver~~presently ~~producer.~~generating Wein ~~have~~excess ~~also has had inquiries into the possibility~~ of ~~further~~$5,000,000 ~~exploration and drilling of the hard rock potential of our North Pipeline gold property~~annually, and we are ~~weighing~~working ~~those~~to ~~potential~~monetize ~~opportunities against undertaking~~ our ~~own~~substantial ~~exploration~~oil-shale ~~program~~assets ~~for~~through ~~this property during fiscal 2010 or 2011~~EnShale.

~~Nevada~~Our ~~Rae~~royalty ~~Gold,~~portfolio ~~Inc.~~generates ~~(“Nevada~~high-margin ~~Rae~~free ~~Gold”)~~cash ~~commenced~~flow ~~production~~with onlower ~~our~~exposure ~~North~~to ~~Pipeline~~operating ~~property~~and incapital ~~late~~costs ~~2007;~~than ~~however,~~operating ~~Nevada~~companies. Our ~~Rae~~portfolio ~~Gold~~also ~~has~~provides ~~been~~for ~~slowed~~direct byleverage ~~complications~~to incommodity ~~their~~prices ~~operation~~and ~~for~~the ~~processing~~exploration ~~the~~potential ~~placer~~of ~~resource~~world-class onore ~~the~~deposits ~~property~~and mineral exploration trends where we have existing royalty interests. At ~~last~~We ~~report,~~believe ~~they~~that ~~continue~~a todiverse ~~work~~portfolio onof ~~correcting~~royalty ~~their~~interests ~~processing~~provides ~~deficiencies. Nevada~~our ~~Rae~~shareholders ~~Gold~~with ~~continues~~a tohigher ~~make~~risk-adjusted ~~lease~~return ~~payments~~through tothe ~~us.~~commodity cycle than direct operating interests in mining properties.

WeManagement ~~are~~believes inthere ~~the~~will ~~final~~be ~~stages~~adequate offunds ~~completing~~from ~~our~~operations ~~agreement~~to ~~with~~continue ~~Dourave~~current ~~Mining~~operations ~~and~~for ~~Exploration,~~the ~~Inc.~~next ~~(“Dourave~~10 ~~Canada”)~~to ~~for~~15 ~~the~~years. ~~exploration~~Revenues ~~and~~from ~~development~~Newmont’s ofLeeville/East ~~the~~Ore ~~Bom~~mine ~~Jesus~~are ~~and~~anticipated ~~Bom~~to ~~Jardim~~be ~~properties~~between in$5.5 ~~the~~and ~~Tapajos~~$6 ~~region~~million ofper ~~Brazil~~year, ~~based~~depending upon ~~our~~the ~~initial~~price ~~Letter~~ of ~~Intent dated May 10, 2009~~gold. ~~Geological~~During ~~reports recently provided by Dourave Canada to us have strengthened our management’s belief that these properties merit further exploration. Once~~ the ~~joint~~fiscal ~~venture agreement has been finalized and executed~~2011, itwe iswill ~~anticipated~~be ~~that~~examining the ~~Dourave~~desirability ~~subsidiary~~of ~~will~~listing ~~contribute~~on the ~~Bom~~Toronto ~~Jardim~~Stock ~~and~~Exchange. ~~Bom~~Management ~~Jesus~~feels ~~mining~~this ~~properties~~could topossibly ~~the~~give ~~joint~~more ~~venture. At~~exposure ~~that~~to ~~time,~~us weand ~~anticipate converting~~ our ~~$250,000~~common ~~interest~~stock inon ~~mineral rights into~~ an ~~equity~~exchange ~~contribution~~with ~~into~~many ~~the~~other ~~joint~~natural ~~venture,~~resource ~~which will give us a 33~~companies.~~33% interest in the joint venture.~~ In ~~addition,~~conjunction aswith ~~part~~this ~~of the Letter of Intent~~listing, we ~~will~~would ~~contribute~~consider anundertaking ~~additional~~a ~~$80,000~~secondary ~~monthly~~offering ~~for~~of ~~the~~our ~~next~~common 19stock ~~months,~~to ~~ending~~increase ~~August~~our ~~2011. Based~~public onfloat ~~the~~and ~~level~~provide offunds ~~exploration~~for ~~activity,~~general ~~the~~corporate ~~monthly contribution amounts may be increased~~developments.

~~EnShale~~We ~~has~~plan ~~completed~~to ~~the~~continue ~~construction of a pre-production plant~~ to ~~process~~seek ~~oil~~new ~~shale~~mining inprojects ~~Uintah County, Utah. Utah Fabrication of Tooele, Utah, fabricated the plant and is working~~ with the ~~company~~potential to ~~make~~increase ~~necessary~~our ~~on-site~~royalty ~~refinements prior to putting the plant into operation~~position. We ~~plan~~are tocurrently ~~process~~evaluating ~~5,000~~properties ~~tons~~in ofColumbia, ~~oil~~Mexico, ~~shale~~Brazil and ~~are~~Nevada. There ~~interested~~is inno ~~testing~~guarantee ~~numerous~~that ~~aspects~~any ~~like~~of ~~oil~~these ~~quality,~~properties ~~heat~~will ~~balances,~~be ~~emissions and process optimization.~~

During the completion of EnShale’s demonstration plant, we will be evaluating various opportunities, such as joint ventures or the raising of the funds necessary to construct the expected full production plant and underground mining operations in the Vernal, Utah, area. The funding may take the form of equity, debt or a combination thereof. It will, as is normal for such a financing process, require a proper due diligence period followed by a contractual negotiation period – all common to the financial industry for such a secondary public and private offering.10

~~Our~~purchased ~~management~~or leased. Management believes that the ~~world~~environment ~~market~~ for development of natural resources ~~remains~~is strong ~~and will continue to be so for the foreseeable future~~. ~~Management~~We ~~looks~~look forward to ~~planned~~ future growth and profitability in this area.

WeEnShale dowill ~~not~~be ~~expect~~evaluating various possibilities to ~~sell~~raise orthe ~~dispose~~funding necessary to construct the expected full production plant and underground mining operation in the Vernal, Utah area, in anticipation of ~~any~~our successful testing of our ~~assets~~demonstration ~~during~~plant for the ~~next~~extraction 12of ~~months~~oil from oil shale in a commercially reasonable and economic basis. The funding may take the form of equity, debt or a combination thereof. It will, as is normal for such a financing process, require a complete due diligence period followed by a contractual negotiation period – all common to the financial industry for such a secondary public or private offering.

14We do not expect to sell or dispose of any of our material assets during the next 12 months.

Results of Operations

~~Three~~Quarter ~~Months~~ Ended ~~January~~July 31, 2010, compared to the ~~Three~~Quarter ~~Months~~ Ended ~~January~~July 31, 2009

~~Royalty~~Our ~~revenues~~financial ~~increased~~results ~~for~~are primarily tied to the ~~three~~production ~~months~~from our producing stage royalty interests and the price of gold and silver. For the quarter ended ~~January~~July 31, 2010, aswe ~~compared~~recorded toa ~~January~~net ~~31,~~income ~~2009. We~~attributable ~~recognized~~to our shareholders of $1232,~~501~~985,~~769~~ inor ~~revenues~~$0.01 ~~for~~per ~~the~~basic ~~three~~and ~~months~~diluted ~~ended January 31~~share, ~~2010,~~as compared to net income attributable to our shareholders of $1319,~~006~~465,~~089~~ ~~during~~or ~~the~~$0.01 ~~three~~per ~~months~~basic ~~ended~~share ~~January~~and diluted share, for the quarter ended July 31, 2009. ~~Our~~ ~~largest~~The ~~revenue~~decrease ~~source~~in isour ~~produced~~net ~~from~~income attributable to our 1%shareholders ~~royalty~~during ~~on Newmont’s~~the ~~Leeville/East~~July ~~Ore~~31, ~~mine. According~~2010, period was primarily due to ~~Newmont,~~a ~~the~~loss ~~property~~from ~~has~~joint-venture ~~reached~~related ~~full~~to ~~production. Newmont~~our ~~had~~Dourave anjoint-venture ~~unexpected~~of ~~shutdown~~$406,765 inand ~~the~~an ~~first~~increase ~~quarter~~in general and ~~has~~administrative ~~since~~expenses ~~resumed~~of ~~full~~$219,860, ~~capacity~~as ~~operations~~explained below. These ~~Variations~~increases in expenses were greater than the ~~quantities~~increase ofin ~~ore~~revenues ~~processed~~of ~~from~~$460,379 ~~quarter~~for tothe quarter ~~are~~ended ~~common~~July in31, ~~the industry~~2010. ~~Management~~The ~~expects~~net ~~that~~loss ~~the~~attributable ~~royalty~~to ~~payments~~non-controlling ~~will~~interest ~~continue~~totaled ~~based~~$33,591 onfor the ~~full~~quarter ~~capacity~~ended ~~production~~July ~~that~~31, ~~Newmont~~2010, ~~reached~~compared into ~~2007~~$29,846 for the quarter ended July 31, 2009.

~~General~~Our ~~and~~revenues ~~administrative expenses~~ for the three months ~~ended~~ending ~~January~~July 31, 2010, were $~~383~~1,~~686~~360,922 compared to $~~317~~900,~~119~~543 for the ~~three~~quarter ~~months~~ending ~~ended~~July ~~January~~ 31, 2009,. ~~with~~This ~~the~~ increase ~~being~~in ~~primarily~~revenue ~~for~~from ~~professional~~2009 ~~fees~~ of ~~attorneys and accountants and public relations expenses. We had~~ $~~772~~460,~~941~~379 ~~in exploration costs in the three months ended January 31, 2010, compared to $0 in exploration costs in the three months ended January 31, 2009. This increase~~ is primarily due to ~~the~~increased ~~Company~~production ~~reclassifying~~at ~~$320,000~~Newmont’s ofLeeville ~~the~~Mine ~~interest~~from inwhich ~~mineral~~we ~~rights~~receive toa ~~exploration~~1% ~~costs~~royalty and ~~incurring~~ an ~~additional~~increase ~~$452,941 of exploration costs, both during the quarter ended January 31, 2010. We also had research and development expenses~~ in the ~~three~~average ~~months~~price ~~ended January 31, 2010,~~ of ~~$111,274~~gold. Silver ~~compared~~production toaccounts ~~$77,749~~for ~~in the same period of 2009; the increase in research and development expenses was~~ a ~~direct~~very ~~result~~small ofpercentage ~~the setup and operation~~ of our ~~oil~~royalty ~~shale research and development plant in Vernal, Utah~~revenue.

~~These~~Total ~~operations~~operating ~~resulted~~expenses in anthe ~~operating~~quarter ~~income~~ended ofJuly ~~$233~~31,~~868~~ ~~for~~2010, as compared to the quarter ended ~~January~~July 31, ~~2010~~2009, ~~compared~~increased approximately $243,000. The increase was attributable primarily to ~~operating~~an ~~income~~increase ofin ~~$611,221~~general ~~for~~and ~~the~~administrative ~~quarter~~expense ~~ended~~and ~~January~~increased ~~31,~~Nevada ~~2009~~gold tax related to increased production royalties. InGeneral and administrative expenses for the quarter ended ~~January~~July 31, 2010, wewere ~~had interest income of~~ $1593,~~078,~~089 compared to $373,229 for the quarter ended ~~January~~July 31, 2009. The increase of approximately $220,000 in ~~which~~general weand ~~had~~administrative ~~interest~~expense ~~income~~was ofprimarily ~~$3,543. During~~due ~~the~~to ~~quarter~~an ~~ended~~increase ~~January~~in ~~31,~~legal ~~2010,~~and weaccounting ~~had~~fee ~~provision~~related ~~(benefit)~~to ~~for~~our ~~income~~succession ~~taxes~~from ofBullion ~~($23,615),~~Monarch ~~with~~Company ~~$66,883~~(“Old ~~for~~Bullion”) to a ~~provision~~fully ~~for~~“reporting ~~income~~issuer” ~~taxes~~under inBullion ~~the~~Monarch ~~quarter~~Mining, ~~ended~~Inc. ~~January~~(“New 31Bullion), ~~2009. We~~our ~~had~~accounting atreatment ~~net~~of ~~income~~the inOld ~~the~~Bullion ~~quarter~~reorganization ~~ended~~and ~~January~~an ~~31,~~increase ~~2010,~~in ofpayroll ~~$258,561,~~expenses ~~compared~~due to ~~net~~an ~~income~~increase ~~for~~in the ~~quarter~~number ~~ended January 31, 2009,~~ of ~~$547,881~~employees. We ~~had~~believe aour ~~net~~legal ~~comprehensive~~and ~~income~~accounting infees ~~the~~respecting ~~quarter~~our ~~ended~~“reporting ~~January~~issuer” ~~31,~~status ~~2010,~~and ofthe ~~$285,324,~~accounting ~~because~~ of anthe ~~addition~~Old ofBullion areorganization ~~net~~will ~~loss~~be ~~attributable~~minimal toin ~~non-controlling~~the ~~interest~~quarter ofended $October 31,~~939~~ 2010. We also incurred research and adevelopment ~~change~~expenses in ~~unrealized~~the ~~loss~~quarter onended ~~marketable~~July ~~securities~~31, 2010, of $5106,~~176,~~026 compared to ~~net comprehensive income of~~ $~~575~~108,~~748~~211 ~~for~~in the quarter ended ~~January~~July 31, 2009, inrelated ~~which we had an addition of a net loss attributable~~ to ~~non-controlling~~our ~~interest~~continued ofwork ~~$18,979~~on ~~and~~our anprocess ~~unrealized~~for ~~gain~~producing ofoil ~~$8,888~~from onoil ~~marketable securities~~shale.

~~Nine~~Liquidity ~~Months~~and ~~Ended~~Capital ~~January 31, 2010, compared to the Nine Months Ended January 31, 2009~~Resources

~~Royalty~~At ~~revenues~~July ~~increased~~31, ~~for~~2010, ~~the~~we ~~nine~~had ~~months~~current ~~ended~~assets ~~January~~of 31$1, ~~2010~~171,772 as compared to ~~January~~current ~~31,~~liabilities ~~2009. We~~of ~~recognized~~ $3472,~~735~~347,~~419~~ ~~in revenues~~ for ~~the~~a ~~nine~~current ~~months~~ratio ~~ended~~of ~~January~~2.48 ~~31,~~to ~~2010,~~1. ~~compared~~This compares to current assets of $21,~~940~~013,~~689~~033 ~~during~~and ~~the~~current ~~nine~~liabilities ~~months~~of ~~ended~~$416,580 at ~~January~~July 31, 2009~~. Our~~, ~~largest~~resulting ~~revenue~~in ~~source~~a iscurrent ~~produced~~ratio ~~from~~of ~~our~~approximately ~~1% royalty on Newmont’s Leeville/East Ore mine~~2. ~~According~~43 to ~~Newmont, the property has reached full production~~1. ~~Newmont~~ At ~~had~~July 31, an2010, ~~unexpected~~our ~~shutdown~~cash ~~in the first quarter~~ and ~~has~~equivalents ~~since~~as ~~resumed~~shown ~~full~~on ~~capacity~~our ~~operations.~~consolidated ~~Variations~~balance insheets ~~the~~were ~~quantities~~primarily ofheld ~~ore processed from quarter to quarter are common~~ in ~~the~~banks ~~industry. Management~~backed ~~expects~~by ~~that~~FDIC ~~the royalty payments will continue based on the full capacity production that Newmont reached in 2007~~insurance.

~~General~~During ~~and administrative expenses for~~ the ~~nine~~quarter ~~months~~ ended ~~January~~July 31, 2010, ~~were~~liquidity ~~$1,191,588~~needs ~~compared~~were tomet ~~$956,993~~from ~~for the nine months ended January 31, 2009, with the increase being primarily for professional fees of attorneys and accountants and public relations expenses. We had~~ $~~772~~1,~~941 in exploration costs in the nine months ended January 31~~360,922 ~~2010, compared to $0~~ in ~~exploration~~royalty ~~costs in the nine months ended January 31, 2009~~revenues. ~~This~~ increase is due to the Company reclassifying $320,000 of the interest in mineral rights to exploration costs and incurring an additional $452,941 of exploration costs, both during the quarter ended January 31, 2010. We also had research and development expenses in the nine months ended January 31, 2010, of $329,744 compared to $284,560 in the same period of 2009; the increase in research and development expenses was a direct result of the setup and operation of our oil shale research and development plant in Vernal, Utah.

~~These~~We ~~operations~~believe ~~resulted~~that inour ancurrent ~~operating~~financial ~~income~~resources ofand ~~$1,441,146~~funds ~~for~~generated ~~the~~from ~~nine~~operations ~~months~~will ~~ended~~be ~~January~~adequate ~~31,~~to ~~2010,~~cover ~~compared~~anticipated toexpenditures ~~operating~~for ~~income~~cost of $1operating expenses,~~699,136~~ ~~for~~including ~~the~~general ~~nine~~and ~~months~~administrative, ~~ended January 31~~exploration, ~~2009. In~~research ~~the~~and ~~nine~~development ~~months~~and ~~ended~~business ~~January~~development 31expenses, ~~2010,~~and wecapital ~~had other income of $3~~expenditures,~~640,~~ ~~compared~~for to the ~~nine~~foreseeable ~~months~~future. ~~ended~~Our ~~January~~current ~~31,~~financial ~~2009,~~resources inare ~~which~~also weavailable ~~had~~for ~~other~~royalty ~~income~~or ofproperty ~~$19,449~~acquisitions. ~~During~~ ~~the~~Our ~~nine~~long-term ~~months~~capital ~~ended~~requirements ~~January~~are ~~31,~~primarily ~~2010,~~affected weby ~~had~~our ~~provision~~ongoing ~~for~~acquisition ~~income~~activities. ~~taxes~~We ~~of $271~~currently,~~868,~~ ~~with~~and ~~$396,780~~generally ~~for~~at aany ~~provision~~time, ~~for~~seek ~~income~~acquisition ~~taxes~~opportunities in ~~the~~various ~~nine~~stages ~~months~~of ~~ended~~active ~~January 31, 2009~~review. ~~We had a net income in the nine months ended January~~

1511

~~31,~~In ~~2010,~~the event of ~~$1,172,918,~~a ~~compared~~substantial toroyalty ~~net~~or ~~income~~other ~~for~~acquisition, ~~the~~we ~~nine~~may ~~months~~seek ~~ended~~additional ~~January~~debt ~~31,~~or ~~2009,~~equity offinancing ~~$1,321,805~~opportunities. We At ~~had~~present, awe ~~net~~are ~~comprehensive~~considering ~~income~~a inlisting on the ~~nine~~Toronto ~~months~~Stock ~~ended~~Exchange ~~January~~and ~~31,~~in ~~2010~~conjunction, ofundertaking ~~$1,247,781,~~a ~~because~~secondary ofoffering ~~an addition~~ of aour ~~net~~common ~~loss~~stock ~~attributable~~ to ~~non-controlling~~increase ~~interest~~our ofpublic ~~$92,470~~float and aprovide ~~change~~funds infor ~~unrealized~~attractive ~~loss~~royalty onor ~~marketable~~property ~~securities~~acquisitions. Please ofrefer ~~$17,607,~~to ~~compared~~our toRisk ~~net~~Factors ~~comprehensive~~included ~~income~~in Part 1, Item 1A of $our 10-KA-1~~,374,007~~ Annual Report for the ~~nine~~fiscal ~~months~~year ended ~~January~~April 3130, ~~2009~~2010, infor ~~which~~a wediscussion ~~had~~of ancertain ~~addition~~risks ofthat amay ~~net~~impact ~~loss~~the ~~attributable~~our toliquidity ~~non-controlling~~and ~~interest~~capital resources in light of ~~$69,424~~the ~~and~~recent aneconomic ~~unrealized~~downturn. We ~~loss~~currently ofdo ~~$17,222~~not onhave ~~marketable~~a ~~securities~~credit facility in place.

~~Liquidity~~Off-Balance Sheet Arrangements

We had ~~cash~~no ~~and~~off-balance ~~cash~~sheet ~~equivalents~~arrangements ofduring ~~$762,859~~the asperiod ofor ~~January~~periods ~~31,~~covered ~~2010,~~by ~~and~~this ~~total~~Quarterly ~~current~~Report ~~assets~~or ofour ~~$1,277,840;~~consolidated ~~total~~financial ~~current~~statements ~~liabilities~~that ofaccompany ~~$217,596;~~this ~~and~~Quarterly ~~a total stockholders’ equity of $4,877,647~~Report.

Our liabilities decreased slightly in the quarter ended January 31, 2010, from the fiscal year ended April 30, 2009, from $221,450 to $217,596. The reasons for this slight decrease in the quarter ended January 31, 2010, were primarily due to a decrease in accounts payable of $43,533 and an increase in income taxes payable of $59,314 and a decrease in deferred tax liability of $19,635.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required of smaller reporting companies.

Item 4T4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this Quarterly Report, were effective, ~~such~~and that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

~~March 4~~None, 2009, the United States District Court, District of Nevada, denied Newmont USA Limited’s (a subsidiary of Newmont Mining Corporation [“Newmont”]) Motion for Judgment on the Pleadings by which Newmont claimed that a 1993 Nevada court proceeding and judgment invalidated or adjudicated our royalty interest in any of the properties covered by our 1979 agreement, including the Area of Interest, that is the subject of our legal action against Newmont. It is not ~~clear whether Newmont will attempt to appeal this decision~~applicable. Otherwise, our litigation of our claims will continue. For additional information, see our 8-K Current Report dated March 4, 2009, and filed with the Securities and Exchange Commission on March 9, 2009. Our legal action against Newmont is now in the discovery phase. The legal action is being litigated on a contingency basis with the law firm of Robison, Belaustagui, Sharp and Low representing us.

Additionally, we announced that in accordance with our attorneys recommendations, we had agreed to separate the claims in our lawsuit against Newmont and Barrick Gold Corporation concerning unpaid royalties arising from the Carlin Trend. The

discovery and litigation against Newmont will continue to proceed first, followed closely by prosecution of our claims against Barrick.

Item 1A. Risk Factors.

Not required of smaller reporting companies; however, for information on risk factors regarding us and our operations, see our 10-KKA-1 Annual Report for the fiscal year ended April 30, ~~2009~~2010, in Part I, Item IA1A, which was filed with the Securities and Exchange Commission on August 24, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~None;~~During ~~not~~February ~~applicable~~2010, our Board of Directors authorized a $1 million share repurchase program. We plan to repurchase our shares for cash, from time to time in the open market, through block trades or otherwise, through December 31, 2010, with no mandatory minimum number of shares to be repurchased

During three months ended July 31, 2010, we purchased 47,500 shares of treasury stock. As of July 31, 2010, the number of shares in treasury totaled 47,500, with a cost of $35,873.

During August 2010, we acquired 80,973 shares of treasury stock for $52,178.

Item 3. Defaults Upon Senior Securities.

None; not applicable.

Item 4. ~~Submission~~Removed ofand ~~Matters to a Vote of Security Holders~~Reserved.

None; not applicable.

Item 5. Other Information.

OnNone; ~~February~~not ~~11, 2010, which is subsequent to the date of this Quarterly Report, we announced our plans to repurchase up to $1,000,000 of our issued and outstanding common stock for cash in the open market~~applicable. ~~For~~ ~~additional information, see our 8-K Current Report dated February 11, 2010.~~

Item 6. Exhibits.

Exhibit No. Identification of Exhibit

Exhibit No.	Title of Document*	~~Where~~Location ~~filed~~if other than attached hereto
2.1	Amended Stipulation for Judgment and Order and Judgment on Amended Stipulation Exhibit A-Reorganization and Exchange Offer Agreement	Annual Report on Form 10KSB for the year ended 4/30/2006
3.1	Articles of Incorporation	Attached to our Form 10K
2.2	Notice of Action to be Taken Without a Meeting of the Former Shareholders of Bullion Monarch Company and Information Statement Exchange Offer	Annual Report on Form 10KSB for the year ended 4/30/2006
3.2	Bylaws, as amended	Attached to our Form 10KA
2.3	State of Utah, Department of Commerce, Securities Division Permit Authorizing Issuance of Securities	Annual Report on Form 10KSB for the year ended 4/30/2006
10.1	Leeville/East Ore Mine Agreement	Attached to our Form 10K
2.4	Letter from the State of Utah, Department of Commerce, Division of Securities	Annual Report on Form 10KSB for the year ended 4/30/2006
10.2	License Agreement	Attached to our Form 10K
3.1	Articles of Incorporation	Annual Report on Form 10KSB for year ended 4/30/2009
10.3a	Dourave Letter of Intent	Attached to our Form 10K
3.2	By-Laws, as amended	Annual Report on Form 10KSB for year ended 4/30/2009
10.3b	Dourave-Bullion Joint Venture, LP Limited Partnership Agreement	Attached to our Form 10K
10.1	Full Settlement and Release Agreement	Annual Report on Form 10KSB for year ended 4/30/2006
10.3c	Contribution and Management Agreement	Attached to our Form 10K
10.2	Agreement between Bullion Monarch Company, Polar Resources Co, Universal Gas (Montana), Inc., Universal Explorations, Ltd., Lambert Management Ltd, and Eltel Holdings Ltd.	Annual Report on Form 10KSB for year ended 4/30/2009
10.3d	Cancellation of Promissory Notes and Stock Power	Attached to our Form 10K
10.3	License Agreement for use of Patent No. US 6,709,573 B2	Annual Report on Form 10KSB for year ended 4/30/2009
10.3e	Promissory Note	Attached to our Form 10K
14	Code of Ethics	Annual Report on Form 10KSB for year ended 4/30/2009
10.3f	Nominee Agreement	Attached to our Form 10K
21	Subsidiaries	Annual Report on Form 10KSB for year ended 4/30/2009
10.4	Chihuahua Term Sheet	Attached to our Form 10K
31.1	302 Certification of R. Don Morris*
10.5	Larry L. Anderson, PhD. Board Member Agreement	Attached to our Form 10K
31.2	302 Certification of Phillip Manning*
14	Code of Ethics	Attached to our Form 10K
32	906 Certification*
21	Subsidiaries	Attached to our Form 10K
99.1	Nevada Litigation Stipulated Findings of Fact, Judgment and Decree	Annual Report on Form 10KSB for the year ended 4/30/2006
31.1	302 Certification of R. Don Morris	*
99.2	10-KSB Annual Report for the year ended April 30, 1996	Annual Report on Form 10KSB for the year ended 4/30/1996
31.2	302 Certification of Philip Manning	*
32	906 Certification	*
99.1	Grid map of Township 5 South Range 4 West of the Salt Lake Meridian, Utah.	Attached to our Form 10K

* Filed herewith.

1813

SIGNATURES

Pursuant to the requirements 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

BULLION MONARCH MINING, INC.

Date:	~~March~~September 1013, 2010	By:	/s/R. Don Morris
			R. Don Morris
			President and Director
Date:	~~March~~September 1013, 2010	By:	/s/Philip Manning
			Philip Manning
			Chief Financial Officer

1914

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