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 ~~October~~January 31, ~~2011~~2012

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

For the transition period from ____________ to____________

Commission File No. 000-54045

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)

20 N. Main St.

Suite 202

St. George, UT 84770

(Address of Principal Executive Offices)

(801) 426-8111

(Registrant’s telephone number, including area code)

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 [X] 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]

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: 39,~~260~~360,518 shares of common stock as of ~~December~~March 1413, ~~2011~~2012.

PART I

Item 1. Financial Statements

BULLION MONARCH MINING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

~~October~~January 31, ~~2011~~2012 and April 30, 2011

			October 31, 2011 (Unaudited)	April 30, 2011 (Audited)
		January 31, 2012 (Unaudited)	April 30, 2011 (Audited)
ASSETS
Current Assets
	Cash and cash equivalents	$ 1,144,512	$ ~~587~~570,~~918~~551	~~$ 570,551~~
	Royalty receivables	399,375	~~449~~527,~~970~~959	~~527,959~~
	Prepaid expenses	144,154	~~174~~74,~~860~~237	~~74,237~~
	Inventories	64,590	6670,~~590~~790	~~70,790~~
	Deposits	13,080	13,080	~~13,080~~
	Employee advances	11,420	517,~~375~~207	~~17,207~~
	Notes receivable, current		108,267	-
	Payroll tax receivable	-	476
	Payroll tax receivable		476	476
	Total current assets	1,777,131	1,274,300
	Total current assets		1,406,536	1,274,300
Property, Plant, and Equipment, net		2,279,982	2,740,908
Property, Plant, and Equipment, net			2,567,622	2,740,908
Other Assets
Other Assets
	Mining properties, at cost	3,712,778	5,342,665
	Mining properties, at cost		3,826,713	5,342,665
	Notes receivable	-	106,121
	Notes receivable		-	106,121
	Oil shale leases	9,669	9,669
	Oil shale leases		9,669	9,669
	Interest in mineral rights	52,886	58,459
	Interest in mineral rights		54,638	58,459
	Other investments	227,360	168,965
	Other investments		220,992	168,965
	Deferred tax asset	1,155,635	371,801
	Deferred tax asset		807,912	371,801
	Patent, net	312,500	335,938
	Patent, net		320,313	335,938
	Other	10,000	190,826
	Other		10,000	190,826
	Total other assets	5,480,828	6,584,444
	Total other assets		5,250,237	6,584,444
	Total assets	$ 9,537,941	$ 10,599,652
	Total assets		$ 9,224,395	$ 10,599,652
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current Liabilities
	Accounts payable	$ 222,513	$ 369,947
	Accounts payable		$ 337,481	$ 369,947
	Leases payable	45,706	87,493
	Leases payable		58,742	87,493
	Income taxes payable	-	128,246
	Income taxes payable		-	128,246
	Due to shareholders	-	254,176
	Due to shareholders		247,750	254,176
	Total current liabilities	268,219	839,862
	Total current liabilities		643,973	839,862
Long-Term Liability		-	-
Long-Term Liability			-	-
	Total liabilities	268,219	839,862
	Total liabilities		643,973	839,862
Stockholders' Equity
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; 39,360,518 issued and 39,227,063 outstanding as of January 31, 2012; 43,637,548 issued and 43,504,093 outstanding as of April 30, 2011	39,361	43,638
	Common stock - par value $0.001, 100,000,000 shares authorized; 39,208,210 issued and 39,074,755outstanding as of October 31, 2011 43,637,548 issued and 43,504,093 outstanding as of April 30, 2011		39,208	43,638
	Additional paid-in capital	4,869,241	4,650,263
	Additional paid-in capital		4,654,693	4,650,263
	Less treasury stock	(104,309)	(104,309)
	Less treasury stock		(104,309)	(104,309)
	Accumulated other comprehensive loss	(44,423)	(5,816)
	Accumulated other comprehensive loss		6,826	(5,816)
	Cumulative translation adjustment	14,933	182,483
	Cumulative translation adjustment		(19,011)	182,483
	Retained earnings since September 27, 2006 ($3,632,043 accumulated deficit eliminated)	5,195,898	5,593,529
	Retained earnings since September 27, 2006 ($3,632,043 accumulated deficit eliminated)		4,668,761	5,593,529
	Total Bullion stockholders' equity	9,970,701	10,359,788
	Total Bullion stockholders' equity		9,246,168	10,359,788
	Noncontrolling interests	(700,979)	(599,998)
	Noncontrolling interests		(665,746)	(599,998)
	Total stockholders' equity	9,269,722	9,759,790
	Total stockholders' equity		8,580,422	9,759,790
	Total liabilities and stockholders' equity	$ 9,537,941	$ 10,599,652
	Total liabilities and stockholders' equity		$ 9,224,395	$ 10,599,652

See accompanying notes to condensed consolidated financial statements.

BULLION MONARCH MINING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and ~~Six~~Nine Months Ended ~~October~~January 31, ~~2011~~2012 and ~~2010~~2011

(Unaudited)

	For the Three Months Ended October 31, 2011	For the Three Months Ended October 31, 2010	For the Six Months Ended October 31, 2011	For the Six Months Ended October 31, 2010
	For the Three Months Ended January 31, 2012	For the Three Months Ended January 31, 2011	For the Nine Months Ended January 31, 2012	For the Nine Months Ended January 31, 2011
Royalty Revenue	$ 1,~~636~~672,~~989~~009	$ 1,~~411~~779,~~196~~069	$ 24,~~852~~524,~~120~~129	$ 24,~~772~~551,~~118~~187
Operating Expense
Professional fees	~~316~~228,~~140~~428	~~147~~148,~~803~~898	~~540~~769,~~918~~347	~~490~~639,~~888~~786
Salaries and benefits	~~224~~250,~~629~~129	~~169~~171,~~311~~224	~~468~~718,~~214~~344	~~335~~506,~~258~~482
General and administrative	~~198~~316,~~808~~531	~~159~~266,~~967~~350	~~390~~706,~~378~~909	~~244~~510,~~024~~374
Gold tax	7583,~~849~~600	6888,~~560~~953	~~136~~220,~~606~~206	~~139~~228,~~154~~107
Exploration	~~500~~397,~~060~~343	-	1,~~073~~470,~~271~~614	-
Write down of mining property	~~1,365,879~~-	-	1,365,879	-
Research and development	8694,~~457~~814	128,~~160~~736	~~172~~266,~~072~~886	~~234~~362,~~187~~923
Total Operating Expenses	21,~~767~~370,~~822~~845	~~673~~804,~~801~~161	45,~~147~~518,~~338~~185	12,~~443~~247,~~511~~672
Operating Income (Loss)	(1301,~~130,833)~~164	~~737~~974,~~395~~908	(1994,~~295,218~~056)	12,~~328~~303,~~607~~515
Other Income (Expense)
Interest income	~~1,143~~809	14,~~847~~807	23,~~245~~054	27,~~912~~719
Interest expense	(18,045)	-	(25,340)	-
Lease income	-	400	-	400
Gain on foreign exchange	1,844	-	2,081	-
Interest expense	(17,175)	-	(42,515)	-
Loss on sale of assets	-	-	(23,662)	-
Gain on foreign exchange	-	-	2,081	-
Loss on sale of assets	(60,926)	-	(84,588)	-
Loss from joint venture	-	-	-	(406,765)
Loss on investment	-	-	-	(1,500)
Total Other Income (Expense)	(1577,~~058~~292)	15,~~847~~207	(44121,~~676~~968)	(~~405~~400,~~353~~146)
Net Income (Loss) Before Income Taxes	(1223,~~145,891)~~872	~~739~~980,~~242~~115	(1,~~339~~116,~~894~~024)	~~923~~1,~~254~~903,369
Provision (Benefit) For Income Taxes	(~~484~~268,~~489~~031)	~~172~~226,~~838~~293	(~~349~~617,~~379~~411)	~~157~~383,~~457~~750
Net Income (Loss)	~~(661~~491,~~402)~~903	~~566~~753,~~404~~822	(~~990~~498,~~515~~613)	~~765~~1,~~797~~519,619
Plus: Net Loss Attributable to Noncontrolling Interests	3135,~~968~~233	3839,~~235~~339	65100,~~748~~981	71111,~~826~~165
Net Income (Loss) Attributable to Bullion Stockholders	~~(629~~527,~~434)~~136	~~604~~793,~~639~~161	(~~924~~397,~~767~~632)	~~837~~1,~~623~~630,784
Other Comprehensive Income (Loss)
Foreign currency translation adjustment	~~(106~~33,~~353)~~944	-	(17167,~~057~~551)	-
Change in unrealized gain (loss) on marketable securities	(1251,~~453~~249)	(4522,~~321~~664)	12(38,~~645~~604)	(~~115~~137,~~032~~696)
Net Comprehensive Income (Loss)	$ ~~(748~~509,~~240)~~831	$ ~~559~~770,~~318~~497	$ (~~929~~603,~~179~~787)	$ ~~722~~1,~~591~~493,088
Net Income (Loss) Per Share - Basic and Diluted	$ (0.~~02)~~01	$ 0.0102	$ (0.0201)	$ 0.0204
Weighted Average Shares Outstanding	4139,~~819~~210,~~019~~910	38,~~559~~510,~~092~~847	4241,~~661~~507,~~556~~097	38,~~602~~571,~~157~~498

See accompanying notes to condensed consolidated financial statements.

BULLION MONARCH MINING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~Six~~Nine Months Ended ~~October~~January 31, ~~2011~~2012 and ~~2010~~2011

(Unaudited)

	For the Six Months Ended October 31, 2011	For the Six Months Ended October 31, 2010
	For the Nine Months Ended January 31, 2012	For the Nine Months Ended January 31, 2011
Cash Flows from Operating Activities:
Net income (loss)	$ (~~990~~498,~~515~~613)	$ ~~765~~1,~~797~~519,619
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities:
Write down of mining property	1,365,879	-
Loss from joint venture	-	406,765
Loss on sale of assets	2384,~~662~~588	-
Depreciation	3652,~~458~~773	2639,~~794~~649
Amortization	1523,~~625~~438	1523,~~625~~438
Deferred income taxes	(~~455~~760,~~496~~835)	326,~~645~~209
Securities received in lieu of cash from revenues	(20,000)	(40,000)
Common stock issued for services	-	9,600
Decrease in royalties receivable	77,989	13,533
(Increase) decrease in royalties receivable	128,584	(312,393)
(Increase) in income tax receivable	-	(96,154)
Decrease in income tax receivable	-	19,648
(Increase) in prepaid expenses	(100,622)	(4,071)
Decrease in payroll tax receivable	476	-
Decrease in inventories	4,200	5,000
(Increase) decrease in prepaid expenses	(69,916)	17,709
Decrease in inventories	6,200	7,300
(Increase) in deposits	-	(12,080)
Decrease in employee advances	115,~~832~~787	3,321
(Increase) in interest accrued on notes	(2,146)	(2,825)
(Increase) decrease in interest accrued on notes	18,451	(7,590)
Increase (decrease) in income taxes payable	(128,246)	~~183~~134,~~966~~701
(Decrease) in accounts payable and other liabilities	(9886,~~593~~826)	(~~159~~82,~~428~~718)
Net cash from (used in) operating activities	(259,973)	1,119,488
Net cash from operating activities	121,740	1,753,178
Cash Flows from Investing Activity:
Purchase of property, plant, and equipment	(2136,~~957~~633)	(97144,~~149~~015)
Proceeds from sale of assets	~~119~~340,~~499~~089	-
Issuance of notes receivable	-	(183,000)
Payments on notes payable	(30,946)	-
Purchase of interest in mineral rights	-	(108,000)
Issuance of notes receivable	-	(610,100)
Purchase of interest in mineral rights	-	(208,000)
Funding of exploration of joint venture	-	(406,765)
Net cash used in investing activities	97,542	(794,914)
Net cash from (used in) investing activities	272,510	(1,368,880)
Cash Flows From Financing Activity:
Purchase of treasury stock	-	(~~127~~150,~~537~~615)
Write off previously capitalized exchange fees	180,826	-
Net cash from (used in) financing activities	180,826	(~~127~~150,~~537~~615)
Effect of Rate Changes on Cash and Cash Equivalents	(1,~~028~~115)	-
Net Increase (Decrease) in Cash	17573,~~367~~961	~~197~~233,~~037~~683
Cash at Beginning of Period	570,551	459,505
Cash at End of Period	$ ~~587~~1,~~918~~144,512	$ ~~656~~693,~~542~~188
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest	$ -	$ -
Cash paid during the period for taxes	$ 356,000	$ 66208,~~000~~500

Non-cash Financing Activity:

During the ~~six~~nine months ended ~~October~~January 31, ~~2011~~2012, ~~4,429,338~~ stock ~~rights~~in ofan ~~the~~investment ~~Company~~was ~~expired,~~received ~~which~~in ~~reduced~~lieu ~~shares~~of ~~issued~~repayment ~~and~~of ~~outstanding.~~a ~~Common~~note ~~stock was closed against Additional Paid-in Capital~~receivable.

~~During~~Interest ~~the~~receivable ~~six months ended October 31, 2010, the Company retired 71,573 shares~~ of ~~treasury stock, reducing the par value of Common Stock by~~ $728,635 ~~Additional~~was ~~Paid-in~~written ~~Capital~~off byas ~~$1,778 and Retained Earnings by $44,456~~uncollectible.

During the nine months ended January 31, 2012, 185,763 shares were issued to repay the note payable to shareholder, increasing the par value of Common Stock by $186 and Additional Paid-In Capital by $174,431.

During the nine months ended January 31, 2012, 4,462,792 stock rights of the Company expired, which reduced shares issued and outstanding. Common stock was closed against Additional Paid-in Capital.

During the nine months ended January 31, 2011, the Company retired 71,573 shares of treasury stock, reducing the par value of Common Stock by $72, Additional Paid-in Capital by $1,778 and Retained Earnings by $44,456.

See accompanying notes to condensed consolidated financial statements.

Bullion Monarch Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 1 ~~ORGANIZATION~~

The condensed consolidated financial statements include the accounts of Bullion Monarch Mining, Inc., EnShale, Inc., Dourave Mining and Exploration, Inc., Dourave Mineracao E Exploracao Mineral LTDA, Dourave-Bullion Limited Partnership and Dourave-Bullion Mineracao E Exploracao Mineral LTDA (collectively referred to as “Bullion” or “the Company”). All significant intercompany transactions and balances have been eliminated in these consolidated financial statements.ORGANIZATION

The condensed consolidated financial statements include the accounts of Bullion Monarch Mining, Inc., EnShale, Inc., Dourave Mining and Exploration, Inc., Dourave Mineracao E Exploracao Mineral LTDA, Dourave-Bullion Limited Partnership and Dourave-Bullion Mineracao E Exploracao Mineral LTDA (collectively referred to as “Bullion” or the “Company”). All significant intercompany transactions and balances have been eliminated in these consolidated financial statements.

Bullion derives its revenues from royalties as a result of exploring, acquiring and developing mining properties in the western United States and South America. Bullion currently has interests in properties in Nevada, Utah, Oregon and Brazil. Bullion currently has four mines producing royalties in the Carlin Trend, Nevada.

EnShale, Inc. (“EnShale”), a majority-owned subsidiary of Bullion, is a Wyoming corporation and is engaged in several activities associated with the development of technology for the extraction of oil from oil shale deposits.

Dourave Mining and Exploration Inc. (“Dourave Canada”) is a wholly owned subsidiary of Bullion. Dourave Mineracao E Exploracao Mineral LTDA (“Dourave Brazil”) is a majority-owned subsidiary of Dourave Canada. Dourave-Bullion Joint Venture, L.P., DBA Dourave-Bullion Limited Partnership (“DB Partnership”) is owned 33% by Bullion and 66% by Dourave Brazil. Dourave-Bullion Mineracao E Exploracao Mineral LTDA (“DBM”) is 99% owned by DB Partnership. Dourave currently holds interests in resource properties in Brazil.

NOTE 2 ~~BASIS~~ ~~OF PRESENTATION~~

~~The~~BASIS ~~accompanying~~OF financial statements have been prepared in accordance with the requirements of 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 period ended October 31, 2011, are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2012. For further information, refer to the audited consolidated financial statements for the fiscal year ended April 30, 2011, and footnotes thereto included in Bullion’s Annual Report on Form 10-K for the fiscal year ended April 30, 2011.PRESENTATION

The accompanying financial statements have been prepared in accordance with the requirements of 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 nine-month period ended January 31, 2012, are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2012. For further information, refer to the audited consolidated financial statements for the fiscal year ended April 30, 2011, and footnotes thereto included in Bullion’s Annual Report on Form 10-K for the fiscal year ended April 30, 2011.

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 may differ from these estimates.

Certain immaterial reclassifications have been made to the income statements for the three and nine month ~~period~~periods ended ~~October~~January 31, ~~2010~~2011, to conform to the ~~2011~~2012 presentation.

NOTE 3 ~~SIGNIFICANT ACCOUNTING POLICIES~~

SIGNIFICANT ACCOUNTING POLICIES

Exploration and Development Costs

In general, exploration costs are expensed as incurred. When Bullion 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.

Bullion Monarch Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 4 ~~TREASURY STOCK~~

~~During~~TREASURY ~~the three months ended October 31, 2011, Bullion did not purchase or retire any stock. As of October 31, 2011, the number of shares in treasury totaled 133,455, with a cost of $104,309.~~ STOCK

~~NOTE~~During ~~5 RECENT~~the ~~ACCOUNTING~~nine ~~PRONOUNCEMENTS~~months ended January 31, 2012, Bullion did not purchase or retire any stock. As of January 31, 2012, the number of shares in treasury totaled 133,455, with a cost of $104,309.

~~Accounting~~NOTE ~~Standards Update No. 2011-05: Presentation of Comprehensive Income 2011-05~~5

InRECENT ~~June~~ACCOUNTING 2011, the Financial Accounting Standards Board (“FASB”) issued an update related to presentation of Comprehensive Income. ASU 2011-05 requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. Under the two-statement approach, the first statement would include components of net income, and the second statement would include components of other comprehensive income. This ASU does not change the items that must be reported in other comprehensive income. These provisions are effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years; however, early adoption is permitted. The provisions of ASU 2011-05, when adopted, are not expected to have a material impact on Bullion’s consolidated financial statements.PRONOUNCEMENTS

Accounting Standards Update (“ASU”) No. 2011-05: Presentation of Comprehensive Income 2011-05

In June 2011, the Financial Accounting Standards Board (“FASB”) issued an update related to presentation of Comprehensive Income. ASU 2011-05 requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. Under the two-statement approach, the first statement would include components of net income, and the second statement would include components of other comprehensive income. This ASU does not change the items that must be reported in other comprehensive income. With the subsequent update to ASU 2011-12, these provisions are now effective for fiscal years beginning after December 15, 2012 and for interim periods within those fiscal years; however, early adoption is permitted. The provisions of ASU 2011-05, when adopted, are not expected to have a material impact on Bullion’s consolidated financial statements.

Accounting Standards Update No. 2011-04: Fair value measurements update 2011-04

In May 2011, the FASB issued an update to the authoritative guidance related to fair value measurements as a result of the FASB and the IASB working together to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and International Financial Reporting Standards (“IFRS”). The amendments will add new disclosures, with a particular focus on Level 3 measurements. The objective of these amendments is to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments in this update are to be applied prospectively. The amendments are effective during interim and annual periods beginning after December 15, 2011. Early application is not permitted. Bullion does not expect this guidance to have a material impact on its consolidated financial statements.

NOTE 6 ~~STOCK OFFERING~~

~~Earlier~~STOCK inOPTION 2011 the Company began working on a potential offering of its common stock in Canada to be undertaken in conjunction with a listing on a Canadian exchange. Because of unfavorable market conditions the Company has decided not to pursue an offering of its stock. The Company is exploring the option of listing on a Canadian exchange without an offering of its stock. The Company has expensed the costs that were previously capitalized of $180,826 related to the potential offering.PLAN

NOTE 7 STOCK OPTION PLAN

On February 18, 2011, the Board of Directors of Bullion approved the 2011 Stock Option Plan of Bullion Monarch Mining, Inc. (the “2011 Plan”). The 2011 Plan provides for the granting of options to purchase up to 3,000,000 shares of Bullion’s common stock to directors, employees and consultants of Bullion, including officers and directors who are employees of Bullion. Under the 2011 Plan, the granting of options, exercise prices and terms are determined by the Company’s Board, or a committee designated by the Board to administer the 2011 Plan. The term of options granted under the 2011 Plan may not exceed 10 years. No options have been granted under the 2011 Plan.

NOTE ~~8 STOCK RIGHTS EXPIRATION~~7

~~Bullion~~AMOUNTS ~~Monarch~~DUE ~~Mining,~~TO Inc. recorded the expiration of rights held by shareholders of Bullion Monarch Company, which were exchangeable for shares of Bullion Monarch Mining, Inc. prior to September 26, 2011, pursuant to a court-approved reorganization of Bullion Monarch Company. Pursuant to the reorganization, the rights were subject to a five year limitation to convert to shares of Bullion Monarch Mining, Inc. As a result of the expiration of such rights, the outstanding number of shares of Bullion Monarch Mining, Inc. was reduced by 4,429,338 shares.SHAREHOLDERS

On November 8, 2011, the Company issued 185,763 shares of Bullion common stock to Sergio Aquino, a shareholder of the Company, in settlement of amounts owed to him by Dourave for loans he made as a shareholder to Dourave prior to its acquisition by Bullion. The total amount owed to Mr. Aquino was R$357,468. The transaction was completed at the then prevailing exchange rate of R$1.6036 and the Bullion common stock was settled at $1.20 per share, but had a fair value of $0.94 per share at closing. The gain on settlement was treated as related party debt forgiveness and credited to additional paid-in capital.

On November 23, 2011, the Company paid $30,946 to Helio Tavarez, a shareholder of the Company, in settlement of amounts owed to him by Dourave for loans he made as a shareholder to Dourave prior to its acquisition by Bullion. The total amount owed to Mr. Tavarez was R$55,915.42. The transaction was completed at the then prevailing exchange rate of R$1.8069.

Bullion Monarch Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE ~~9 AMOUNTS DUE TO SHAREHOLDERS~~8

OnACQUISITION ~~September~~OF 13, 2011 the Company agreed to repay amounts owed to Sergio Aquino, a shareholder of the Company, as a result of loans he made as a shareholder to Dourave prior to Bullion’s acquisition of Dourave, by issuing 185,763 shares of Bullion stock as full repayment of principal and interest in the amount of R$357,468 at an exchange rate of R$1.6036. The US dollar amount resulting was settled at price of $1.20 per share of Bullion common stock. The stock was issued subsequent to the quarter-end (see Note 12).DOURAVE

NOTE 10 NIQUELANDIA PROJECT

After carefully reviewing the results of exploration and related testing completed on the Niquelandia bauxite project, the Company has determined that the project lacks the economic basis to perform further work or to continue holding rights to the property. Although the property contains a large deposit of bauxite, the silica content was too high to allow for economic processing of the bauxite. Under terms of its contract, the Company has contacted the underlying claim holders to inform them of its decision. The mining property has been written down to reflect the Company’s decision not to proceed with the development of this property and project.

NOTE 11 ACQUISITION OF DOURAVE

On April 1, 2011, Bullion acquired the outstanding capital shares of Dourave Canada and completed the issuance of 5,000,000 shares of Bullion’s common stock and warrants to purchase up to 2,500,000 shares of its common stock at an exercise price equal to $1.20 per share as total consideration for all of the capital shares of Dourave Canada.

For the period after acquisition from May 1, 2011 through ~~October~~January 31, ~~2011~~2012, Dourave had $100,000 in lease revenue and ~~incurred~~ $~~237~~12,~~136~~358 in ~~losses~~earnings. The following supplemental proforma information reflects revenue and earnings of the combined entity for the three months ended ~~October~~January 31, ~~2010~~2011, as though the Dourave acquisition ~~that~~had occurred on May 1, 2010, the beginning of the comparative periods.

		October 31, 2010
		January 31, 2011
Revenues	$	1,~~411~~779,~~196~~069
Net Income	$	~~475~~702,~~559~~316
Earnings per share	$	0.0102

NOTE 129

SUBSEQUENT EVENTS

On ~~November~~February 87, ~~2011~~2012, the Company ~~issued~~entered ~~185~~into an Agreement and Plan of Merger (the “Merger Agreement”) with Eurasian Minerals Inc.,~~763~~ ~~shares~~a toCanadian ~~Sergio~~company ~~Aquino~~(“EMX”), pursuant to which the Company will be merged with a ~~shareholder~~wholly-owned subsidiary of EMX (the ~~Company,~~"Transaction") inand ~~settlement~~ each outstanding common shares of ~~amounts~~the ~~owed~~Company will be converted into the right to ~~him~~receive by0.45 ~~Dourave~~of ~~for~~an ~~loans~~EMX hecommon ~~made~~share asand a$0.11 ~~shareholder~~in tocash. ~~Dourave~~The ~~prior~~Transaction is expected to ~~its~~close ~~acquisition~~in bythe ~~Bullion~~second ~~(see~~quarter ~~Note~~of 9)2012 and the Company’s shares will cease trading thereafter.

OnThe ~~November~~Transaction ~~22,~~is ~~2011~~subject to, among other things approval of the Company’s ~~signed~~shareholders at a ~~contract~~special ~~for~~meeting to be held to approve the ~~sale~~Transaction. The Transaction is also subject to receipt of all necessary regulatory and stock exchange approvals and other customary closing conditions. In the event the Company’s board of directors changes its ~~office~~recommendation ~~facility~~or interminates ~~Vernal~~the Transaction under certain circumstances, ~~Utah.~~Company has agreed to pay EMX a termination fee of $4 million.

On November 23, 2011 $30,946 was paid to Helio Tavarez, a shareholder of the Company, in settlement of amounts owed to him by Dourave for loans he made as a shareholder to Dourave prior to its acquisition by Bullion. The total amount owed to Mr. Tavarez was R$55.915,42. The transaction was completed at the then prevailing exchange rate of R$1.8069.

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~~of our business, including, without limitation, and 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 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. Any forward-looking statements should also be considered in light of the information provided in “Item 1A. Risk Factors” in the Company’s ~~Annual Report on Form 10-K for the year ended April 30, 2011 and in Item 1A. Risk Factors in Part II - Other Information of this Quarterly Report on Form 10-Q.~~

Annual Report on Form 10-K for the year ended April 30, 2011 and in Item 1A. Risk Factors in Part II - Other Information of this Quarterly Report on Form 10-Q.

Plan of Operation

Bullion Monarch Mining, Inc. (“Bullion”) is a gold-focused royalty company with additional interests in oil-shale technology and other mineral assets directly and through its subsidiaries. Unless the context otherwise requires, all references in this section to the “Company” “we”, “us” or “our” refer, collectively, to Bullion Monarch Mining, Inc. and its subsidiaries, and all references in this section to “Bullion” refer to Bullion Monarch Mining, Inc. We seek to acquire existing mineral royalties or to finance mining projects that are in production or in development stage in exchange for royalty interests or a participating interest. We are engaged in a continual review of opportunities to create new royalties or participating interests through the financing of mine development or exploration, or the acquisition of companies that hold royalties. The majority of our current revenues are derived from a high-quality royalty claim block located in Northeastern Nevada’s Carlin Trend, which we call our Carlin Trend Royalty. We also have an interest in various mineral assets in North and South America in the exploration ~~and development stages~~stage, which we believe have the potential to generate future royalty or other revenues.

Bullion has the following subsidiaries: Dourave Mining and Exploration Inc. (“Dourave Canada”), Dourave Mineracao E Exploracao Mineral Ltda (“Dourave Brazil” and collectively with Dourave Canada, “Dourave”), Dourave-Bullion Joint Venture, L.P. DBA Dourave-Bullion Limited Partnership (“DB Partnership”), Dourave-Bullion Mineracao E Exploracao Mineral LTDA (“DBM”) and EnShale Inc. (“EnShale”).

Dourave Canada is a wholly owned subsidiary of Bullion and through Dourave Canada, Bullion holds a 99.99% ownership interest in Dourave Brazil. Dourave Canada was federally incorporated under the laws of Canada as 6854893 Canada Inc. in November 2007 and changed its name to Dourave Mining and Exploration Inc. in December 2007. The registered office of Dourave Canada is c/o Peterson Law Professional Corporation Suite 806, 390 Bay Street, Toronto, Ontario M5H 2Y2.

Dourave Brazil was incorporated under the laws of Brazil in September 2007. The registered office of Dourave Brazil is c/o Avenida Alcindo Cacela, 1264 Bairro – Nazare, CEP 66.060-000, Belem, Para Brazil. The DB Partnership is organized under the laws of the state of Utah and is owned 33% by Bullion and 66% by Dourave Brazil. DBM was organized under the laws of Brazil and is 99% owned by DB Partnership.

Bullion holds an 80% ownership interest in EnShale. EnShale was incorporated under the laws of Wyoming in July 2000 under the name International Energy Resource Development, Inc. and subsequently changed its name to EnShale, Inc. in September 2005. The registered office of EnShale is 2710 Thomes Ave. Cheyenne, WY 82001.

We are a self-funded natural resource company focused on the generation of royalties from exploring for and developing world class mining opportunities. Our financial results are primarily tied to the price of gold and production from our producing stage royalty interests. Our current royalty portfolio generates high-margin free cash flow with lower exposure to operating and capital costs than typical operating companies. Our royalties also provide for direct leverage to commodity prices and the exploration potential of world-class ore deposits and mineral exploration trends where we have existing royalty interests. In the past we have internally funded our mineral exploration projects as well as our oil shale technology subsidiary, EnShale. We are working to monetize our substantial oil-shale assets through EnShale.

As of ~~October~~January 31, ~~2011~~2012, the Company owns royalties on four (4) producing properties, one (1) development stage property, one (1) exploration stage property and one (1) property not currently being explored. Additionally, the Company holds 100% of the exploration and development rights to ~~six~~five properties in Brazil and two (2) properties in the United States. During the three months ended ~~October~~January 31, ~~2011~~2012, we focused primarily on the ~~development~~advancement of our exploration stage properties and the management of our existing royalty interests.

We plan to continue seeking new mining projects with the potential to increase our royalty portfolio. We are currently focused on exploring and evaluating properties in Brazil. The Company has three primary exploration ~~and development~~ projects in Brazil; Bom Jesus, Bom Jardim and Ouro Mil, which are gold-focused. ~~Based~~Our onjoint ~~extensive~~venture ~~stream~~partner ~~sediment~~Brazilian ~~sampling~~Gold, ~~programs~~had planned to begin drilling on ~~both~~the ~~Bom~~Ouro ~~Jesus~~Mil ~~and~~property ~~Bom~~in ~~Jardim~~the ~~already~~first ~~completed,~~or ~~which~~second ~~resulted~~quarter inof ~~anomalous~~2012. ~~results~~Recently they have informed us that wethey ~~believe~~intend to bepush ~~encouraging,~~back wethe ~~are~~date ~~planning~~for ~~our~~the ~~next~~commencement ~~phase~~ of ~~exploration~~drilling on ~~these~~the ~~properties.~~Ouro InMil ~~addition~~property, webut ~~are~~have ~~speaking~~not ~~with~~indicated a potential ~~exploration~~start ~~partners~~date. ~~regarding~~As ~~advancement~~previously ofreported, ~~the~~based ~~properties.~~ on extensive stream sediment sampling programs on both Bom Jesus and Bom Jardim already completed,

We began exploration on a bauxite property earlier in the year. Samples of our initial work were submitted to labs for analysis to determine if the Niquelândia property appeared to host commercial grade bauxite ore. After carefully reviewing the results of exploration and related testing completed on the Niquelandia bauxite project, the Company has determined that the project lacks the economic basis to perform further work or to continue holding rights to the property. Although the property contains a large deposit of bauxite, the silica content was too high to allow for economic processing of the bauxite. Under terms of its contract, the Company has contacted the underlying claim holders to inform them of its decision.8

Inwhich ~~addition~~resulted toin ~~the~~anomalous ~~properties~~results ~~mentioned~~that ~~above~~ we ~~are~~believe ~~working~~to ~~with~~be ~~larger~~encouraging, ~~mining~~we ~~companies~~are onplanning ~~possible~~our ~~joint~~next ~~venture~~phase ~~agreements on some~~ of ~~our~~exploration ~~other~~on ~~Brazilian~~these properties. WeIn ~~also~~addition ~~have~~we ~~interests in various mineral assets in North and South America which~~ are ~~presently~~speaking atwith ~~the~~potential exploration ~~stage~~partners ~~and~~regarding ~~which~~advancement ~~are~~of ~~not~~these ~~currently producing any ore or income~~properties.

In addition to the properties mentioned above, we are working with larger mining companies on possible joint venture agreements on our other Brazilian properties. During the quarter we completed our third phase of stream sediment work on our Calderas property, achieving what we believe are excellent results. Based on the results, we have outlined two main anomalous zones and various smaller anomalies, all following the same geological patterns and with associated regional magnetic lows. In the north-northeastern corner of the property we have delineated an anomalous trend overlying a regional magnetic low with an extension of 8km x 5km on which our field exploration teams are currently opening a geochemical grid. The Brazilian properties discussed here as well as other mineral assets in North and South America are presently considered to be in the exploration stage and are not currently producing ore or producing income.

We continue to develop a process through our subsidiary EnShale, which we believe can extract the oil content from oil shale on a commercially reasonable and economically beneficial basis. EnShale intends to continue evaluating alternatives to fund the construction of the expected full production plant and underground mining operation in the Vernal, Utah area, in anticipation of successful results from EnShale’s demonstration plant.

Earlier in 2011, we began working on a potential offering of common stock in Canada to be undertaken in conjunction with a listing on a Canadian exchange. Because of unfavorable market conditions we have decided not to pursue an offering of our stock. We are exploring the option of listing on a Canadian exchange without a stock offering.

Results of Operations

Quarter Ended ~~October~~January 31, ~~2011~~2012, compared to the Quarter Ended ~~October~~January 31, ~~2010~~2011

Our largest revenue source is produced from our 1% Carlin Trend Royalty. Currently the primary source of revenue from this royalty is derived from production at Newmont’s Leeville Mine. Our revenue for the quarter ended ~~October~~January 31st was $1,~~636~~672,~~989~~009 compared to $1,~~411~~779,~~196~~069 for the same quarter last year. The ~~increase~~decrease of $~~225~~107,~~793~~060 was due primarily to a decrease in production royalty ounces of gold offset by an increase in the price per ounce of gold, compared with the same quarter last year. The ~~average~~ price ~~per~~and ~~ounce~~marketability ~~received~~of ongold ~~our~~are ~~royalty~~influenced ~~payments~~by ~~for~~various ~~the~~factors ~~quarter~~beyond ~~ended~~the ~~October~~control ~~2011~~of ~~being~~the ~~$1,729.33~~Company ~~compared~~and ~~with~~may anhave ~~average~~a ~~price~~material ~~per~~and ~~ounce~~adverse ~~received~~effect on ~~our~~the ~~royalty~~Company’s ~~payments~~results of ~~$1,271~~operations and financial condition.78 ~~for~~Additionally, ~~the~~our ~~quarter~~revenue ~~ended~~is ~~October~~based ~~31,~~on ~~2010.~~gold ~~The~~production ~~price~~from ~~and~~mines ~~marketability~~on ofwhich ~~gold~~we ~~are~~have ~~influenced~~royalties bybut ~~various~~that ~~factors~~we ~~beyond~~do ~~the~~not ~~control~~operate, ofwhich ~~the~~creates ~~Company~~a ~~and~~level ~~may~~of unpredictability that could have a material, ~~and~~adverse effect on our results.

Total operating expenses in the quarter ended January 31, 2012, were $1,370,845 compared to $804,161 for the quarter ended January 31, 2011, an increase of $566,684. The major contributor to increased operating expense was an increase in exploration expense of $397,343 related to work on our Brazilian properties, plus smaller increases in most other operating expenses. General and administrative expense for the quarter ended January 31, 2012, was $316,531 compared to $266,350 for the quarter ended January 31, 2011, an increase of $50,181. Salary & benefits expense increased to $250,129 for the quarter ended January 31, 2012, compared to $171,224 for the quarter ended January 31, 2011. Professional fees expense for the quarter ended January 31, 2012, increased to $228,428, compared with professional fees expense of $148,898 for the quarter ended January 31, 2011, an increase of $79,530. Research and development expense related to EnShale’s research on oil shale processing was $94,814 for the quarter ended January 31, 2012, compared to $128,736 for the quarter ended January 31, 2011. The decrease in R&D expense of $33,922 was a result of less activity at our demonstration plant compared to the same period a year earlier. The decrease in revenue combined with higher operating expenses resulted in a decrease in operating income of $673,744, with operating income for the quarter ended January 31, 2012, of $301,164 compared with operating income of $974,908 for the quarter ended January 31, 2011.

In the quarter ended January 31, 2012, we had total other expense of $77,292. This compares to total other income of $5,207 in the quarter ended January 31, 2011. We incurred interest expense of $17,175 and had a loss on sale of assets resulting from the sale of the Vernal property used as an office facility by EnShale, offset by interest income of $809 in the quarter ended January 31, 2012. In the quarter ended January 31, 2012, we had an income tax benefit of $268,031 compared to the quarter ended January 31, 2011, in which we had a provision for income taxes of $226,293, a difference of $494,324. For the quarter ended January 31, 2012, we recorded net income attributable to our shareholders of $527,136, or $0.01 per basic and diluted share, as compared to net income attributable to our shareholders of $793,161, or $0.02 per basic and diluted share, for the quarter ended January 31, 2011. In the quarter ended January 31, 2012, we had a gain on foreign currency translation of $33,944 and an unrealized loss on marketable securities of $51,249, resulting in net comprehensive income of $509,831 versus net comprehensive income of $770,497 for the quarter ended January 31, 2011.

~~adverse~~Nine ~~effect~~Months onEnded ~~the~~January ~~Company’s~~31, ~~results of operations and financial condition. Additionally our revenue is based on gold production from mines on which we have royalties but that we do not operate~~2012, ~~which~~compared ~~creates~~to athe ~~level~~Nine ofMonths ~~unpredictability~~Ended ~~that~~January ~~could have a material~~31, ~~adverse effect on our results.~~2011

~~Total~~As ~~operating~~stated ~~expenses in the quarter ended October 31~~above, ~~2011,~~our ~~were~~financial $results ~~2,767,822~~are ~~compared to $673,801 for the quarter ended October 31, 2010, an increase of $ 2,094,021. The increased operating expense was attributable~~ primarily tied to ~~exploration on our Brazilian properties, a write-down of~~ the ~~mining~~production ~~property~~from ~~cost of the Niquelandia project and increased G&A expenses and salaries & benefits expenses related to~~ our ~~acquisition~~producing ofstage ~~Dourave.~~royalty ~~General~~interests and ~~administrative expense for~~ the ~~quarter~~price ~~ended October 31, 2011, was $198,808 compared to $159,967 for the quarter ended October 31, 2010, an increase~~ of ~~$38,841~~gold. ~~Salary~~Royalty &revenues ~~benefits~~decreased ~~expense~~slightly ~~increased~~ to $~~224~~4,~~629 for the quarter ended October 31~~524,129 ~~2011, compared to $169,311~~ for the ~~quarter~~nine ~~ended~~months ~~October 31, 2010. Professional fees expense for the quarter~~ ended ~~October~~January 31, ~~2011~~2012, ~~increased~~as compared to $~~316~~4,~~140~~551,187 ~~compared with professional fees expense of $147,803~~ for the ~~quarter~~nine months ended ~~October~~January 31, ~~2010, an increase of $168,337~~2011. The ~~primary~~decrease ~~reason for this increase is that we are required to expense costs related to the proposed stock offering we decided to cancel, as professional fees~~ in ~~the~~royalty ~~current~~revenue ~~quarter.~~of ~~Research and development expense related to EnShale’s research on oil shale processing was~~ $8627,~~457~~058 ~~for~~is ~~the~~primarily ~~quarter ended October 31, 2011, compared to $128,160 for the quarter ended October 31, 2010,~~ a ~~decrease~~result of ~~$41,703.~~a ~~The~~ decrease in ~~R&D~~production ~~expense~~royalty ~~was~~ounces ~~a result~~ of ~~less~~gold ~~activity~~offset atby ~~our~~an ~~demonstration plant compared to the same period a year earlier. The~~ increase in ~~revenue combined with higher operating expenses resulted in a decrease in operating income of $1,868,228, with operating loss for~~ the ~~quarter~~price ~~ended~~per ~~October~~ounce ~~31, 2011,~~ of ~~$1,130,833compared with operating income of $737,395 for the quarter ended October 31, 2010~~gold.

InProfessional fees for the ~~quarter~~nine months ended ~~October~~January 31, ~~2010~~2012, ~~other~~were ~~income was~~ $1769,~~847.~~347 ~~This~~compared ~~compares~~ to ~~other expense of~~ $15639,~~058~~786 infor the ~~quarter~~nine month period ended ~~October~~January 31, 2011, inan ~~which~~increase ~~we incurred interest expense~~ of $18129,~~045,~~561. ~~offset~~Salaries by& ~~interest~~benefits ~~income~~expense ofincreased to $1718,~~143~~344 ~~and~~in ~~gain~~the onnine ~~foreign~~months ~~currency~~ended ~~exchange~~January of31, 2012, from $1506,~~844.~~482 Inin the ~~quarter~~nine month period ended ~~October~~January 31, 2011. The increase of $211,862 weis ~~had~~primarily anrelated ~~income~~to ~~tax~~the ~~benefit~~additional salary & benefits expense of ~~$484,489~~Dourave. General ~~compared~~and toadministrative expenses for the ~~quarter~~nine months ended ~~October~~January 31, ~~2010~~2012, inwere ~~which~~$706,909 wecompared ~~had~~to a$510,374 ~~provision~~ for ~~income~~the ~~taxes~~nine ofmonths ~~$172~~ended January 31,~~838~~ 2011. ~~For~~Also included in operating expenses for the ~~quarter~~nine months ended ~~October~~January 31, ~~2011,~~2012 wewere ~~recorded~~$1,470,614 ain ~~net~~exploration ~~loss~~expenses ~~attributable~~related to the exploration work done on our ~~shareholders~~properties in Brazil and write down of mining property of $~~629~~1,~~434~~365,879 orrelated ~~$(0.02)~~to ~~per~~writing ~~basic~~off ~~and~~work ~~diluted~~done ~~share,~~on asour ~~compared~~Niquelandia tobauxite ~~net~~property ~~income~~which ~~attributable~~we todiscontinued ~~our~~for ~~shareholders~~lack of ~~$604~~acceptable results. For the nine month period ended January 31,~~639~~ 2012, ortotal ~~$0.01~~operating ~~per~~expenses ~~basic~~were ~~share~~$5,518,185 ~~and~~versus ~~diluted share~~$2,247,672 for the ~~quarter~~nine months ended ~~October~~January 31, ~~2010~~2011.The Inincrease ~~the~~in ~~quarter~~operating ~~ended~~expense ~~October~~of 31$3, ~~2011~~270,513 weis ~~had~~mostly arelated ~~loss~~to higher exploration expenses on ~~foreign~~our ~~currency~~Brazilian ~~translation~~properties, a write-down of ~~$106,353~~the mining property cost of the Niquelandia project and anis ~~unrealized~~also ~~loss~~a onreflection ~~marketable~~of ~~securities~~the increased costs of ~~$12,453,~~absorbing ~~resulting~~Dourave inoverhead aexpenses. ~~net~~We ~~comprehensive~~had an operating loss of $994,056 ~~$748~~for the nine months ended January 31,~~240 versus~~ a2012, ~~net~~compared ~~comprehensive~~to operating income of $~~559~~2,~~318~~303,515 for the ~~quarter~~nine months ended ~~October~~January 31, ~~2010~~2011, a decrease of $3,297,571.

~~Six~~In ~~Months~~the ~~Ended~~nine ~~October~~months ended January 31, 2012, we had a benefit for income taxes of $617,411 compared with a provision for income taxes in the nine months ended January 31, 2011 of $383,750, a difference of $1,001,161. We had a net loss attributable to our shareholders of $397,632 for the nine months ended January 31, 2012, or ($.01) per basic and diluted share, which represents a decrease of $2,028,416 from the net income attributable to shareholders in the nine month period ended January 31, 2011, of $1,630,784 or $.04 per basic and diluted share. The change in unrealized loss on marketable securities for the nine months ended January 31, 2012, was ($38,604) compared to a change in unrealized loss of ($137,696) for the ~~Six~~nine ~~Months~~months ~~Ended~~ended ~~October~~January 31, ~~2010~~2011. For the nine month period ended January 31, 2012, we had a net comprehensive loss of ($603,787) compared to a net comprehensive income of $ $1,493,088 for the same period last year, a decrease of $2,096,875.

As stated above, our financial results are primarily tied to the production from our producing stage royalty interests and the price of gold. Royalty revenues increased by $80,002 to $2,852,120 for the six months ended October 31, 2010, as compared to $2,772,118 for the six months ended October 31, 2010. The increase in royalty revenue is primarily a result of higher gold prices received on the production ounces on our royalties.

Professional fees for the six months ended October 31, 2011, were $540,918 compared to $490,888 for the six month period ended October 31, 2010, an increase of $50,030. Salaries & benefits expense increased to $468,214 in the six months ended October 31, 2011, from $335,258 in the six month period ended October 31, 2010. The increase of $132,956 is primarily related to the growth of Bullion and the additional salary & benefits expense of Dourave. General and administrative expenses for the six months ended October 31, 2011, were $390,378 compared to $244,024 for the six months ended October 31, 2010. For the six month period ended October 31, 2011, total operating expenses were $4,147,338 versus $1,443,511 for the six months ended October 31, 2010. The increase in operating expense of $2,703,827 is mostly related to higher exploration expenses on our Brazilian properties, a write-down of the mining property cost of the Niquelandia project, and is also a reflection of the increased costs of absorbing Dourave overhead expenses. We had operating loss of $1,295,218for the six months ended October 31, 2011, compared to operating income of $1,328,607 for the six months ended October 31, 2010, a decrease of $2,623,825. We had a net loss attributable to our shareholders of $924,767for the six months ended October 31, 2011, or ($.02) per basic and diluted share, which represents a decrease of $1,762,390from the net income attributable to shareholders in the six month period ended October 31, 2010, of $837,623 or $.02 per basic and diluted share. The change in unrealized loss on marketable securities for the six months ended October 31, 2010, was $115,032, compared to a change in unrealized gain of $12,645 for the six months ended October 31, 2011. For the period ended October 31, 2011, we had a net comprehensive loss of $ $929,179, compared to a net comprehensive income of $722,591 last year, a decrease of $1,651,770.

Liquidity and Capital Resources

During the quarter ended ~~October~~January 31, ~~2011~~2012, liquidity needs were met from $1,~~636~~672,~~989~~009 in royalty revenues. At ~~October~~January 31, ~~2011~~2012, we had current assets of $1,~~406~~777,~~536~~131 compared to current liabilities of $~~643~~268,~~973~~219, for a current ratio of 26.1863 to 1. This compares to current assets of $1,274,300 and current liabilities of $839,862 at April 30, ~~2010~~2011, resulting in a current ratio of approximately 1.52 to 1.

We believe that our current financial resources and funds generated from operations will be adequate to cover anticipated expenditures for cost of operations expenses including: general and administrative, exploration, research and development, business development expenses, capital expenditures, and property and royalty acquisition for the foreseeable future. We currently have, and generally at any time, may have acquisition opportunities in various stages of active review. In the event of a substantial royalty or other acquisition, we may seek additional debt or equity financing opportunities. We operate in a rapidly evolving and often unpredictable business environment that may change the timing or amount of expected future cash receipts and expenditures. Accordingly, there can be no assurance that we may not be required to raise additional funds through the sale of equity or debt securities or from additional credit facilities. Additional capital, if needed, may not be available on satisfactory terms, if at all.

Please refer to our Risk Factors included in Part 1, Item 1A of our Form 10-K for the fiscal year ended April 30, 2011, for a discussion of certain risks that may impact the our liquidity and capital resources in light of the recent economic downturn.

On April 26, 2011, we established a commercial line of credit with JP Morgan Chase Bank, in the amount of $500,000. The interest rate applied to any unpaid principal balance is LIBOR+3.081%. The line of credit is reviewed annually for renewal. As of ~~October~~January 31, ~~2011,~~2012 there were no outstanding advances on this line of credit.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements during the period or periods covered by this Quarterly Report or our consolidated financial statements that accompany this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required of smaller reporting companies.

Item 4. 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 at the reasonable assurance level to ensure 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 during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies which may be identified during this process.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of our business. Regardless of their merits, these matters may force us to expend significant financial resources. Except as indicated below, we are not a party to any pending material legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against us. No director, executive officer or affiliate of ours or owner of record or beneficially of more than five percent of our common stock is a party adverse to us or has a material interest adverse to us in any proceeding.

We filed Bullion Monarch Mining, Inc. v. Newmont USA Limited (Case No. 3:08-cv-00227-ECR-VPC ) in the United States District Court, District of Nevada (Reno) on April 28, 2008. The case concerns whether Newmont USA Limited ~~("Newmont")~~ is required to pay us, in addition to the underlying one percent (1.0%) gross smelter return royalty on the core property (which is not in dispute), a one percent (1.0%) gross smelter return royalty on any mineral properties within the "“area of interest"” defined in an Agreement regarding the property dated May 10, 1979 (the “1979 Agreement”). On September 16, 2010, the Court granted Newmont' USA’s Motion for Summary Judgment on the issue of laches and did not reach the merits of Newmont' USA’s remaining Motions for Summary Judgment. The Court also denied our Motion for Summary Judgment. On or about September 23, 2010, we filed a Motion to Reconsider, which was denied on or about January 25, 2011. On October 14, 2010, we filed a Notice of Appeal with the United States Court of Appeals for the Ninth Circuit as to whether the District Court erred in applying the doctrine of laches. ~~Bullion'~~ Each party’s opening brief has been filed ~~with~~and ~~the~~oral ~~Court~~arguments ofhave ~~Appeals~~been ~~and~~scheduled wefor ~~are~~May ~~awaiting~~16, ~~Newmont's response~~2012. We anticipate that it will be several months before the Ninth Circuit Court of Appeals decides the matter. Given the status of the litigation, we are unable to determine the outcome of the case and intend to continue to prosecute the case in ~~the~~our best interest ~~of our company~~.

We filed Bullion Monarch Mining, Inc. v. Barrick Goldstrike Mines, Inc. (Case No. 3:09-cv-00612-ECR-VPC) in the United States District Court, District of Nevada (Reno) on April 28, 2008. The case concerns whether Barrick Goldstrike Mines, Inc. (“Barrick”) is required to pay us, a one percent (1%) gross smelter return royalty on any mineral properties within the “area of interest” defined in the 1979 Agreement. On or about February 7, 2011 the Court granted Barrick’s August 6, 2010 Motion for Summary Judgment finding that the royalty violated the Rule Against Perpetuities and was thus void. The Court did not address the merits of Barrick’s remaining Summary Judgment Motion, but did deny our Motion for Summary Judgment. On February 25, 2011 we filed a Notice of Appeal with the United States Court of Appeals for the Ninth Circuit as to whether the District Court erred in its application of the Rule Against Perpetuities. Each party’s opening briefs have been filed and oral arguments have been scheduled for May 16, 2012. Given the status of the litigation, we are unable to determine the outcome of the case and intend to continue to prosecute the case in our best interest.

Item 1A. Risk Factors.

The Company’s business, results of operations and financial condition are subject to various risks. These risks are described elsewhere in this Quarterly Report on Form 10-Q and in the Company’s other filings with the United States Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended April 30, 2011. The risk factors identified in the Company’s Annual Report on Form 10-K for the year ended April 30, 2011 have not changed in any material respect.

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

On November 8, 2011, the Company issued 185,763 shares of common stock to Sergio Aquino, a shareholder of the Company, in full repayment of principal and interest in the amount of R$357,468 under loans Mr. Aquino made as a shareholder to Dourave prior to Bullion’s acquisition of Dourave, The loan amount was converted to U.S. dollars at an exchange rate of R$ 1.6036 and the shares were issued at an issue price of $1.20 per share. The shares were issued in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2).

Item 3. Defaults Upon Senior Securities.

None; not applicable.

~~Item 4. Removed and Reserved.~~12

Item 4. Mine Safety Disclosure.

None; not applicable.

Item 5. Other Information.

On December 15, 2011, the Board of Directors of the Company approved an increase in the compensation payable to non-employee directors of the Company to $2,500 per month, effective for the month ended November 30, 2011None. ~~Board members do not receive any additional compensation for Board meetings or service on Board committees.~~

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Item 6. Exhibits.

Identification of Exhibit

Exhibit No.	Title of Document
2.1	Agreement and Plan of Merger, dated as of February 7, 2012, by and among Bullion Monarch Mining, Inc., Eurasian Minerals Inc. and EMX (Utah) Corp. (filed as an exhibit to Registrant’s Form 8-K filed on February 8, 2012, and is incorporated herein by this reference)
10.1	Form of Voting Agreement, dated as of February 7, 2012, by and between Eurasian Minerals Inc. and certain shareholders of Bullion Monarch Mining, Inc. (filed as an exhibit to Registrant’s Form 8-K filed on February 8, 2012, and is incorporated herein by this reference)
31.1	Certification of Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. This certification is being furnished solely to accompany this Quarterly Report on Form 10-Q and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company.

101

The following financial information from the Quarterly Report on

Form 10-Q for the fiscal quarter ended ~~October~~January 31, ~~2011~~2012, formatted in

XBRL (Extensible Business Reporting Language) and furnished

electronically herewith: (i) the Consolidated Balance Sheets; (ii) the

Consolidated Statements of Operations; (iii) the Consolidated

Statements of Comprehensive Income; (iv) the Consolidated

Statements of Cash Flows; and (v) the Condensed Notes to the

Consolidated Financial Statements.

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:	~~December~~March 1516, ~~2011~~2012	By:	/s/R. Don Morris
			R. Don Morris
			Chief Executive Officer
Date:	~~December~~March 1516, ~~2011~~2012	By:	/s/Philip Manning
			Philip Manning
			Chief Financial Officer

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