Bullion Monarch Mining 10-12G Registration of securities

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

BULLION MONARCH MINING, INC.

 (Exact Name of Registrant as specified in its charter)

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

20 North Main Street, Suite 202

St. George, Utah 84770

(Address of Principal Executive Offices)

(801) 426-8111

(Registrant’s Telephone Number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None.

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

                                                                 Title of Class

                                                              $0.001 par value Common Stock

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 the definitions 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

[X]

Smaller Reporting Company

EXPLANATORY NOTE

See the “PREFATORY NOTE” prior to the commencement of the discussion in Item 1, below, regarding our succession from Bullion Monarch Mining, Inc., formerly known as “Bullion Monarch Company,” a dissolved Utah corporation, CIK No. 0000015288.

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TABLE OF CONTENTS

PREFATORY NOTE

This Form 10 Registration Statement (the “Form 10”) is being filed by Bullion Monarch Mining, Inc., the Registrant, which is a Utah corporation (sometimes called “New Bullion” herein) and a successor to Bullion Monarch Company, a dissolved Utah corporation (sometimes called “Old Bullion” herein).  References like “Bullion Monarch Mining, Inc.,” “Bullion Monarch,” “Bullion,” the “Company,” “we,” “our,” “us” and words of similar import refer to us, and where applicable, include Old Bullion and its assets and liabilities, the acquisition of which, by reorganization is discussed below under the heading “Reorganization” of the caption “Introduction” of Item 1 and the business operations of which were assumed by us and are included in the description of our business under the caption “Business” of Item 1.  Following a number of filings as a “successor issuer” of Old Bullion over a two year period and a lengthy dialogue with the Securities and Exchange Commission (the “SEC”), we were deemed not to be a Rule 12g-3 “successor issuer” of Old Bullion, and we agreed to file this Form 10, with the understanding that we will file a Form 15 for Old Bullion following the transition period outlined below under the “Reorganization” heading.   

FORWARD-LOOKING STATEMENTS

This Form 10 contains certain forward-looking statements throughout, and for this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements.  Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “continue” or comparable terminology are intended to identify forward-looking statements.  These statements, by their nature, involve substantial risks and uncertainties, and actual results may differ materially depending upon a variety of factors, many of which are beyond our control.  These factors include, but are not limited to, economic conditions generally and in the mining industry, nationally or internationally; the price of metals or other resources mined or developed; legislation or regulatory requirements; various conditions affecting the securities markets; changes in accounting principles, policies or guidelines; financial or political instability; acts of war or terrorism; competition within our chosen industry; our failure to successfully compete in that industry; and our continued ability to finance our current and intended business operations, among others.

SUMMARIES OF DOCUMENTS FILED AS EXHIBITS

The descriptions of the agreements, documents and instruments contained herein and filed as Exhibits hereto do not purport to be complete and are qualified in their entirety by reference to such agreements, documents and instruments.  See Item 15.  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them under the particular agreement, document or instrument referenced.  Certain attachments to such Exhibits discussed and filed herewith may be named and defined otherwise herein than in those Exhibits for easier reference to them in

Item 15.

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Item 1.  Business.

INTRODUCTION

Business Development

Bullion Monarch Mining Inc. is a gold-focused royalty company with additional interests in oil shale technology and other assets.  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 to acquire 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.  We also have an interest in various mineral assets in North and South America in the exploration and development stages, which have the potential to generate future royalty or other revenues.

We are also developing a process that we believe can extract the oil content from oil shale on a commercially reasonable and economically beneficial basis through our 80% owned subsidiary, EnShale Inc. (“EnShale”), which was organized by us under the laws of the State of Wyoming on July 11, 2005, under the name “International Energy Resource Development, Inc.”

Our management’s goal is to establish a self-funded natural resource company focused on exploring for and developing world class gold opportunities.  We internally fund our oil shale technology subsidiary, EnShale, as well as ongoing gold exploration projects. Bullion Monarch benefits from its royalty stream, presently generating in excess of $5,000,000 annually, and we are working to monetize our substantial oil-shale assets through EnShale.

Our royalty portfolio generates high-margin free cash flow with lower exposure to operating and capital costs than operating companies.  Our portfolio also provides 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. We believe that a diverse portfolio of royalty interests will provide our shareholders with a higher risk-adjusted return through the commodity cycle than direct operating interests in mining properties.

We acquired five mineral leases containing oil shale deposits from the State of Utah Institutional School Lands Association [“SITLA Oil Shale Leases”]) in Eastern Utah’s Uintah County on December 1, 2005, for $9,669, which was the minimum required initial aggregate bid price on for these leases.  See Item 3 below for a complete description of these leases and the underlying properties, minimum annual lease payments and royalties and Note 7 of our consolidated financial statements for related information.

On January 10, 2006, we issued 100% of the outstanding securities of EnShale, amounting to 12,000,000 shares, in connection with our acquisition of a non-exclusive License Agreement to technology covered by U.S. Patent #6,709,573 from The Anthon Leon Smith and Rosalie Smith Revocable Living Trust.  See the heading “Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration,” below, under the caption “Business” of Item 1.

On March 10, 2006, we issued 8,000,000 shares of EnShale to certain members of our management in consideration of compensation valued at $264,000; and we transferred all of our right, title and interest in our SITLA Oil Shale Leases to EnShale in June, 2008, in consideration of an additional 20,000,000 shares of EnShale common stock, resulting in our ownership in EnShale being 80% of its outstanding voting securities.  See the heading “EnShale Ownership and Demonstration and Testing Plant Status,” below, under the caption “Business” of Item 1.

We announced the formation of a business relationship on March 19, 2008, with our technical advisors respecting our oil shale technology, Emery Energy Company, LLC (“Emery Energy”), and the Idaho National Laboratory, a Division of the U. S. Department of Energy.  Our announcement indicated that the Idaho National Laboratory had finished its analysis and modeling of our patent pending process of extracting oil from oil shale.

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On April 30, 2008, we announced the commencement of a legal action against Newmont USA Limited (“Newmont”) to collect additional royalties that we believe are owed to us pursuant to a 1979 agreement covering the Leeville/East Ore Mine between our predecessors and Newmont (the “Leeville/East Ore Mine Agreement”).  Pursuant to Leeville/East Ore Mine Agreement, we ceased mining and exploration activities in the Lynn Mining District located in Northern Eureka County, Nevada, and in an “Area of “Interest (as defined below) surrounding that mining district.  In return, Newmont (through its predecessor), as claimed by us, agreed to pay us a 1% royalty on any production in the Lynn Mining District and the claimed Area of Interest.  We also named Barrick Goldstrike Mines (“Barrick Goldstrike”) in these proceeding in 2009.  See Item 8 for additional information regarding this litigation.

We commenced construction in June, 2008, of a pre-production demonstration and testing plant to extract oil from oil shale using EnShale’s patent pending extraction process that uses coal gasification, a clean coal technology, as a heat source, and horizontal kilns.  This demonstration and testing plant was completed in May, 2009, and transported to the industrial property purchased for the planned EnShale operations, which are discussed below.

On March 11, 2009, we purchased an industrial parcel of real property in Vernal, Utah, for $140,000, which is strategically located for our planned EnShale operations and which has all utilities readily available.  This property will be used to test our oil shale demonstration and testing plant, and subsequently, will house our full production facility, if our oil shale technology proves to be efficacious for the commercial and economic extraction of oil from oil shale.

We increased our ownership to a 10% interest in Gold Mountain Exploration and Development, Inc. (“Gold Mountain”), which owns a 50% interest of Gold Mountain Oregon, LLC, in November, 2009, by providing Gold Mountain with $16,435 that was utilized to validate its title to certain mining claims owned by Gold Mountain.  

On May 7, 2009, we entered into a Letter of Intent (the “Dourave LOI”) with Dourave Mining & Exploration, Inc., a corporation formed under the laws of Canada (“Dourave Canada”), and Dourave Mineracao E Exploracao Mineral Ltda, its wholly-owned Brazilian subsidiary  (“Dourave Brazil”), under which we would enter into a joint venture for the development and exploration of certain mining properties owned or controlled by Dourave Brazil. Final documentation formalizing this joint venture was executed in June, 2010.  See the heading “Dourave-Bullion Joint Venture Partnership Properties,” below, under the caption “Business” of Item 1.

During June, 2010, we entered into a binding term sheet (“Chihuahua Term Sheet”) relating to certain mining rights located in Chihuahua, Mexico.  The Chihuahua Term Sheet provides that upon our receipt of documentation to establish, among other conditions, that the subject property is free and clear of all liens and tax assessments and that ownership is fully vested in the contracting parties, that we will make a $100,000 payment for the right to conduct exploration activities on the subject property for a period of six months or until November 30, 2010.  We made a $50,000 exploration right payment on execution, which is fully refundable if we do not receive the required title and lack of lien and tax assessment verification information, among other conditions.  We, in our sole discretion, will have the right to continue exploration activities by payment of $100,000 at six month intervals, through May 31, 2012, at which time our payment requirements increase for each successive period.  These payments may be applied toward a $5,000,000 purchase price on the subject property.  During the exploration period, the subject property owners retain the right to seek other exploration and purchase offers; however, we have a right of first refusal to match any other exploration or purchase offer received.

Reorganization

We were organized under the laws of the State of Utah on November 16, 2004, by the Board of Directors of Old Bullion.  Old Bullion had been administratively dissolved by the State of Utah for failure to file its annual reports with the Utah Department of Commerce and was prohibited from reinstatement under Section 16-10a-1422 of the Utah Revised Business Corporation Act (“Utah Law”), because no application was filed for reinstatement within the two year mandated period following its administrative dissolution.  At the time of its dissolution, Old Bullion was a publicly-held company, having ownership of various mineral property interests, among other assets,

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with approximately 3,588 shareholders of record, and approximately 33,496,810 shares of its common stock outstanding, and was subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), though it had not filed any of the reports required to have been filed by it since 1997. The purpose of our formation and the reorganization was to place Old Bullion shareholders in substantially the same position and holdings in New Bullion, with Old Bullion’s properties, assets, liabilities, management and business operations, as though Old Bullion had never been dissolved.  The Old Bullion Board of Directors had determined that the costs of administering and distributing royalty income to the rights holders of the dissolved Old Bullion without the reorganization would have been at a substantial detriment to such rights holders, in material, ongoing costs and expenses, and that any required immediate sale of other assets of Old Bullion to pay outstanding liabilities would have resulted in minimal returns to these rights holders too, again reducing any potential benefit to these rights holders.  Therefore, following our joint filing (New Bullion, Old Bullion and the directors of both companies) of a legal action in the Third Judicial District Court in and for Salt Lake County, State of Utah, we completed a court approved reorganization, effective March 31, 2005, whereby the principal shareholders owning a majority of the outstanding rights of the dissolved Old Bullion who were party to that legal action exchanged their rights in Old Bullion for a like number of shares in the newly organized New Bullion, with us being the successor to the assets, liabilities and business operations of Old Bullion prior to its dissolution, and having the same members of management.  The court conditioned its approval of the reorganization and the final exchange of all Old Bullion rights under the reorganization upon a fairness hearing (the “Fairness Hearing”) to be conducted by the Utah Division of Securities or the filing of a registration statement with the Securities and Exchange Commission (the “SEC”) that would register our shares that were to be issued under the reorganization for the rights held in Old Bullion.  The Utah Division of Securities agreed to review an Application for a Hearing for Certain Exchanges of Securities required of issuers seeking Fairness Hearings after discussions with our legal counsel, and the Fairness Hearing was conducted by the Utah Division of Securities on September 27, 2006, following the mailing of an Information Statement and Exchange Offer to all rights holders of Old Bullion that had been filed with the Utah Division of Securities and was subject to its review and comment process prior to mailing.  The Fairness Hearing was conducted in accordance with the guidelines of the SEC promulgated under Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), which had been codified in Section 61-1-11.1 of the Utah Uniform Securities Act and Utah Division of Securities Rule R164-11-2.  Testimony and arguments in favor of the reorganization were presented at the Fairness Hearing and considered; there were no objecting persons; the reorganization was approved by rights holders of Old Bullion owning approximately 67.1% of the outstanding rights interests in the dissolved Old Bullion, with none dissenting at the Fairness Hearing; and the reorganization was approved by the Utah Division of Securities, with a finding of fairness.  On completion of the reorganization on September 27, 2006, each holder of rights in the dissolved Old Bullion (former shareholders of Old Bullion prior to its dissolution) was recognized as the holder of a like number of shares in Bullion Monarch Mining, Inc.; and we had the same shareholders, outstanding shares, assets, liabilities, management and business operations of Old Bullion, provided that the principals of Old Bullion had agreed, as a condition of the reorganization, to forgive $539,245 of the $777,000 in accrued compensation owed to them for services through April 30, 2006, with $197,250 in other unpaid and accrued compensation being paid to them in cash and 6,750,900 shares being issued to them for the $40,505 balance of accrued compensation, all in accordance with the Information Statement and Exchange Offer and the Reorganization and Exchange Offer Agreement that was attached thereto as Exhibit A, among other provisions.  On September 27, 2006, following the Fairness Hearing, the Utah Division of Securities issued us a Permit Authorizing Issuance of Securities No. 001-6729-21, authorizing us to issue our shares in consideration of the exchange of the rights of Old Bullion shareholders to a like number of shares in Bullion Monarch Mining, Inc.  The reorganization, as it was intended, basically placed the former shareholders of the dissolved Old Bullion in the same positions they were in prior to the Old Bullion dissolution, provided, however, that each of 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 26, 2011.  The total number of shares of common stock subject to this cancellation provision at April 30, 2010, and 2009, was 5,932,878 shares at fiscal year end April 30, 2010; and 6,115,954 shares at fiscal year end April 30, 2009.  

Our former transfer agent, which was terminated on September 17, 2009, upon the appointment of Colonial Stock Transfer as our current transfer agent, advised us that it had conducted various procedures to find our lost shareholders.  We published notices in at least two areas where there was a concentration of shareholders’ addresses at the time the reorganization was presented to the Old Bullion shareholders in the mailing of the

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Information Statement and Exchange Offer.  Our current transfer agent, Colonial Stock Transfer, for which contact information can be found at the end of the discussion under this heading, will conduct additional searches following receipt of returned envelopes of our future mailings to shareholders.  These procedures, among others, are required under Rule 240.17 Ad-17 of the SEC governing transfer agents obligations to search for lost shareholders.  We intend to continue to take reasonable efforts to find any lost shareholders of Old Bullion that have not exchanged their rights in Old Bullion for shares of New Bullion that may further alert these shareholders to the consequences of losing their rights to share ownership in New Bullion by not exchanging these rights by September 27, 2011.

On the closing of the reorganization, we believed we were a “successor issuer” of Old Bullion under SEC Rule 12g-3, and recommenced to file reports under the Exchange Act with the SEC, under our new name, “Bullion Monarch Mining, Inc.,” but with the CIK number of Old Bullion, commencing with the 10-KSB Annual Report for the fiscal year ended April 30, 2006.  At this time, we informed the Cusip Bureau of the completion of the reorganization and requested new Cusip Number, based upon the Old Bullion Cusip Number of 120241 10 4, and on October 26, 2006, we were issued Cusip Number 12024P 10 1.   Following a complete review of our filings as a successor to Old Bullion that resulted in the filing of an 8-K Current Report dated June 3, 2010, which was filed with the SEC on June 9, 2010, we agreed to make certain amended filings of reports previously filed by us as a successor of Old Bullion referenced in such 8-K Current Report, to change our accounting treatment of the reorganization from a recapitalization of Old Bullion to quasi-reorganization accounting and to file this Form 10.  The net effect of applying quasi-reorganization accounting to our consolidated balance sheet at September 27, 2006, the date of the Fairness Hearing when all conditions precedent to the reorganization were deemed to have been completed, was to write off the previously recorded $214,500 deferred tax asset against equity, write off $539,245 of debt payable to shareholders/members of management against equity, remove $5,507 of treasury stock against equity and eliminate the accumulated deficit through an adjustment to additional paid-in capital.  The net effect of applying quasi-reorganization accounting to our consolidated financial statements for periods subsequent to September 27, 2006, was to record the realization of the $519,757 net operating loss accumulated prior to September 27, 2006, as a direct addition to additional paid-in capital.  We restated our consolidated financial statements that were filed in Old Bullion 10-KA-2 Annual Report for the fiscal year ended April 30, 2009, and in the footnotes to the accompanying annual consolidated financial statements, restated quarterly consolidated financial statements for the six quarters where 10-Q Quarterly Reports were filed for Old Bullion in the fiscal years ended April 30, 2009, and 2008, were also included; and we also filed amended 10-QA-1 Quarterly Reports of Old Bullion for the quarterly periods ended July 31, 2009, October 31, 2009, and January 31, 2010, all on June 22, 2010.  We were advised by the SEC that once these filings were made, that in future filings, we would not be required to indicate that our consolidated financial statements had been restated as a result of the quasi-reorganization accounting treatment; accordingly, no indication that our consolidated financial statements that accompany this Form 10 have been restated is indicated in these consolidated financial statements.  We also filed a 10-K Annual Report of Old Bullion for the fiscal year ended April 30, 2010, on July 16, 2010, and we will continue to file reports for Old Bullion for a time and as outlined directly below under this heading.

The Chief Counsel’s Office of the SEC has raised no objection to our continuing to file Exchange Act reports of Old Bullion until our Form 10 has been reviewed by the SEC and has become effective (which will be 60 days from its filing, assuming it is not withdrawn), and we have had a reasonable opportunity to have a broker dealer submit a Form 211 on our behalf with the Financial Industry Regulatory Authority, Inc. (“FINRA”) for continued quotations of our common stock on the over-the-counter bulletin board (the “OTCBB”) as New Bullion.  FINRA Division of Market Regulation has also indicated that it would raise no objection to the continued trading of our common stock based upon the Old Bullion Exchange Act reports remaining current during this process.  We cannot assure that FINRA will grant quotations of our common stock on the OTCBB or any other nationally recognized medium upon which securities are publicly-traded as New Bullion; however, all information upon which our common stock is currently publicly traded on the OTCBB under the symbol “BULM” was initially provided to FINRA and reviewed, when our Form 211 was submitted in 2007 and approved by FINRA for quotations of our common stock on the OTCBB on December 17, 2007, as New Bullion being the successor of Old Bullion.

We confirmed with the SEC Edgar system that we could, and we have obtained, a new CIK No. for “Bullion Monarch Mining, Inc. (New),” with an explanation that the SEC has determined that we are not a “successor issuer” of Old Bullion for purposes of Rule 12g-3, explaining the need to keep Old Bullion current in the filing of required Exchange Act reports to resolve the trading issues that may arise by the determination that we were

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not a Rule 12g-3 “successor issuer” of Old Bullion in a reasonably satisfactory manner that is fair to our shareholders, the Old Bullion rights holders and the public market for our shares of common stock and the holders of our shares that have been acquired in the public market since December 17, 2007.

We anticipate filing a Form 15 for Old Bullion, which will reference our succession, once our common stock has been approved for quotations on the OTCBB or any other nationally recognized medium administered by FINRA. A Press Release will also be disseminated at that time to show the succession of New Bullion as the “reporting issuer,” under the same name, Cusip Number and OTCBB trading symbol, subject to FINRA’s approval.  All shares issued by us since inception; or acquired from us privately since inception; or traded in the public markets since we were approved for quotations of our common stock by FINRA on the OTCBB on December 17, 2007, will continue to be our shares and our shareholders; and Old Bullion rights holders that have not exchanged rights for our shares under the reorganization will continue to have the same rights of exchange each had under the reorganization with Old Bullion, subject to the five year exchange limitation provided for in the reorganization or to the close of business on September 26, 2011.

Effective September 17, 2009, Colonial Stock Transfer, 66 Exchange Place, Salt Lake City, Utah 84111, has been our transfer and registrar agent.  Its telephone number is 801-355-5740; and its facsimile number is 801-355-6505.

Material Business Development Exhibits

Copies of all material documents referenced above, together with copies of our Articles of Incorporation and Bylaws, are filed as Exhibits to this Form 10.  See Item 15.

Issuers Involved in Bankruptcy Proceedings During the Past Five Years

Except for the reorganization discussed above under the heading “Reorganization” of the caption “Introduction,” above, we have not been involved in any bankruptcy, receivership or any similar proceeding since our inception.

Additional Information

You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You may also find all of the reports or registration statements that we file electronically with the SEC at its Internet site at www.sec.gov.  Please call the SEC at 1-202-551-8090 for further information on this or other Public Reference Rooms.  Our SEC reports and registration statements are also available from commercial document retrieval services, such as CCH Washington Service Bureau, whose telephone number is 1-800-955-0219.

Business

Bullion Monarch Mining Inc. is a gold-focused royalty company with additional interests in oil-shale technology and other assets.  We seek to acquire existing royalties or to finance 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 to acquire 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.  We also have an interest in various assets in North and South America in the exploration and development stages, which have the potential to generate future royalty or other revenues.

We are also developing 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.

Our management’s goal is to establish a self-funded natural resource company focused on exploring for and developing world class gold opportunities.  We internally fund our oil shale technology subsidiary EnShale, as well

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as ongoing gold exploration. Bullion Monarch benefits from its royalty stream, presently generating in excess of $5,000,000 annually, and we are working to monetize our substantial oil-shale assets through EnShale.

Our royalty portfolio generates high-margin, free cash flow with lower exposure to operating and capital costs than operating companies.  Our portfolio also provides 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. We believe that a diverse portfolio of royalty interests provides our shareholders with a higher risk-adjusted return through the commodity cycle than direct operating interests in mining properties.

Newmont’s Leeville mine on which we are receiving a continuing 1% gross smelter return royalty is currently in full production.  Royalty payments from this mine are projected to continue for 10 plus years from full production of this mine, which, according to Newmont, was reached in 2008, based upon estimates publicly disseminated by Newmont. We continue to receive small royalty payments from Newmont from production on its East Ore Body Mine.  Newmont has not publicly disclosed any material information about the life or operations of its East Ore Body Mine, and we have no means to estimate the amount we may receive in these royalties or how long these royalty payments might continue.  We also have a royalty interest in our North Pipeline property, from a placer mine, operated by Nevada Rae Gold, Inc. (“Nevada Rae Gold”), a mining operation which is in a start-up production phase.  The mine is projected to produce 2,400 yards of alluvial material per day.  We have an advanced guaranteed royalty of a minimum of $22,500 per year.  We are also entitled to receive a minimum royalty of $0.50 per yard or a 4% net royalty, whichever is greater.  See the heading “Royalty Properties” of this Item 1, below, for further information on these royalties.

On January 10, 2006, we acquired, through EnShale, a non-exclusive right to certain technology covered by U.S. Patent No. 6,709,573.  The patented technology covers a process for the extraction of oil from oil shale.  This patent was issued on March 23, 2004, and will be in effect until March 23, 2021.  EnShale engaged Emery Energy and Utah Fabrication to further design, develop and construct a demonstration and testing plant to test this technology and other technology we have developed for the potential commercial production of oil from oil shale on an economically beneficial basis.  Our oil shale demonstration and testing plant was completed in May, 2009, and we purchased approximately five acres of industrial property in Vernal, Utah, where our demonstration and testing plant has been constructed for testing of its design and production capabilities to produce oil from oil shale.  This site is strategically located for our planned EnShale operations, is easily accessible by primary roads and has all utilities readily available.  EnShale is presently in the process of reviewing funding options, including debt and equity financing, to take the plant to the commercial production phase if testing results demonstrate commercial viability. Our management believes that EnShale has accomplished a major break through in the development of technology for the commercial processing and extraction of oil from oil shale.  EnShale has filed for patent protection on our proprietary technology with both United States and international patent authorities.  It is believed by us that the materiality of the License Agreement will substantially decrease with the issuance of a patent to us resulting from this filing.  See the heading “Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration,” below under this Item 1.

Combined with our interest in oil shale extraction technology, on December 1, 2005, we leased mineral rights from the State of Utah on approximately 4,650 acres of state owned land in Eastern Utah referenced herein as the SITLA Oil Shale Leases, which are presently held by EnShale.  The leased parcels are designated by the State of Utah to have oil shale beds containing varying amounts of oil. Our total initial purchase price for the acreage, comprising five separate leases, was $9,669.  Each lease is for a term of 10 years and requires a production royalty on the basis of 5% of the market price of the products produced from the leased properties.   See Item 3 and Note 6 of our consolidated financial statements for additional information on the leases and the required royalty payments necessary to keep these leases in effect.

Our management believes that oil shale development is a mining project, where oil shale has to be mined and processed, as is typical in mining projects.  Management sees a need to develop this resource to enable the United States to become less dependent on foreign oil.  

We have earned an additional 9% interest in Gold Mountain by payment of $16,435 in fiscal 2010, increasing our stock ownership to 10% of its outstanding voting securities.  During the past year, Gold Mountain has

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met with and provided information about this property to several parties with a prospective interest in purchasing it for the purpose of conducting further exploration, to the end of developing and producing gold from any deposits found to exist that can be commercially produced.  Despite the interest expressed by third parties, no arrangements of understandings have been reached regarding this property, and there are no current plans with us for exploration or production of Gold Mountain’s Sumpter, Oregon, mining property with  Gold Mountain.

We have no present specific plans to develop our other mining or mineral properties described herein; however, we will continue to evaluate the development possibilities for these properties.

Our management believes that the environment for development of natural resources is strong, and we look forward to future growth and profitability.

EnShale Ownership and Demonstration and Testing Plant Status

The following table indicates the current ownership of EnShale:

EnShale Ownership

Stock Ownership of EnShale, Inc.

Title Of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	Bullion Monarch Mining, Inc. (1)	32,000,000	80.0%
Common Stock	R. Don Morris (2)	1,680,000	4.2%
Common Stock	James A. Morris (2)	400,000	1.0%
Common Stock	Robert D. Morris (2)	1,200,000	3.0%
Common Stock	Peter F. Passaro (2)	400,000	1.0%
Common Stock	Wayne E. Pearce (2)	1,400,000	3.5%
Common Stock	Rex L. Franson (2)	1,720,000	4.3%
Common Stock	Merrill C. Fisher (2)	1,200,000	3.0%
Total		40,000,000	100%

(1)

12,000,000 shares acquired in exchange for License Agreement acquired for $400,000 on January 10, 2006, or approximately $0.033 per share; and 20,000,000 shares acquired for the transfer of rights that we owned in our SITLA Oil Shale Leases on Utah State Institutional Trust Land in Eastern Utah’s Uintah County.  We acquired the five oil shale mineral leases exchanged for these shares from the State of Utah, on December 1, 2005, and transferred them to EnShale in June, 2008.  The SITLA Oil Leases were acquired for an aggregate of $9,669, which was the required minimum bid.  See the heading “Other Properties” below in this Item 1 and Item 3 for additional information about these leases.

(2)

Acquired March 10, 2006, for services rendered of an aggregate value of $264,000 or approximately $0.033 per share.  

Demonstration and Testing Plant Status

We have completed the construction of a demonstration and testing plant to test the design of our patent pending process of extracting oil from oil shale.  This process was developed by EnShale and several technology partners, including Emery Energy and Utah Fabrication with Aspen modeling engineering analysis done by the Department of Energy’s Idaho National Laboratory.  EnShale is now making onsite refinements to the plant in order to optimize performance.  EnShale will use this demonstration and testing plant to evaluate numerous aspects of its technology, including oil and gas quality, heat balances, recovery optimization, emissions and processing efficiency.

 We have expended approximately $4,019,253 on plant construction and research and development expenses related to plant construction as of fiscal year ended April 30, 2010.   Minimal revenues are expected from

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the operation of the demonstration and testing plant.  Current and immediate funding requirements of the plant and planned refinements and testing are anticipated to be provided from our current royalty revenue sources.

Royalty Properties

Newmont Bullion Royalty Claim Block

    The following two properties comprise our “Newmont Bullion Royalty Claim Block” of mineral properties:

Leeville Mine:  This property is currently being mined by Newmont, and we are receiving a continuing 1% gross smelter return royalty by virtue of the May 10, 1979, Leeville/East Ore Mine Agreement referenced above, a copy of which is attached hereto and incorporated herein by reference.  See Item 15. The area covered by the Leeville East/Ore Mine Agreement is within an area estimated by Newmont to currently have a production capacity of 10 plus years from full production, which, according to Newmont, was reached in 2008.  Production in 2010 has been estimated by Newmont to increase from 450,000 tons to 500,000 tons per year; and the average grade of gold mined in 2009 was approximately .43 ounces per ton.  Also, see Item 8 regarding our litigation against Newmont and Barrick Goldstrike regarding our claimed royalties in areas surrounding the mining property covered by the Leeville/East Ore Mine Agreement.

East Ore Body Mine: This property is currently being mined by Newmont, and we are receiving a continuing 1% gross smelter return royalty by virtue of the May 10, 1979, Leeville/East Ore Mine Agreement referenced above. The East Ore Body Mine continues to produce small amounts of gold attributable to our royalty. During the year ended April 30, 2010, royalties to us from this mine totaled approximately $48,000.  Mine life and future production information are unavailable from Newmont at this time.

North Pipeline:  Currently, an unaffiliated mining company, Nevada Rae Gold, has been given rights to mine gold from the placer deposits (the top gravel layer) on this property.  We have an advanced guaranteed royalty of $22,500 minimum per year.  The production royalty is $0.50 per yard of ore processed or 4% of net profit, whichever is greater.  No estimates have been made on the mineral deposits on the land; however, we have had numerous inquiries into the possibility of further exploration and drilling of the hard rock potential of this gold property, and management is also contemplating our own exploration program for this project.

Maggie Creek: The property is controlled by Newmont, and we currently own a 3% net smelter return royalty interest in this property.  We have no rights or obligations to conduct mining operations on this property, and we have no knowledge of any planned operations on this property by Newmont.

See Item 3, for additional information about these properties, their description, location, access and royalties, among other information.

Dourave-Bullion Joint Venture Partnership Properties

On May 7, 2009, we entered into a Letter of Intent with Dourave Mining and Exploration, Inc. (“Dourave Canada”), under which we (Bullion Monarch Mining, Inc.) would acquire a 33.33% non-operating interest in a joint venture company.  This company would be formed under terms of the permanent agreement which was finalized in June, 2010.  The agreement sets out the conditions whereby we (Bullion) would expend a maximum of $2,000,000 U.S., to satisfy the terms of the agreement and earn a 33.3% interest in the limited partnership which holds the rights to the Bom Jesus and Bom Jardim properties. The ownership of the limited partnership is a 33.33% non-controlling interest held by Bullion Monarch Mining, Inc., with the controlling 66.66% interest owned by Dourave Canada and its subsidiary, Dourave Brazil.  We also have the right to convert our 33.33% interest to a 4.5% net smelter return royalty defined in the joint venture documents that are filed as Exhibits to this Annual Report, among other provisions.

Bom Jesus: This property is located in the Para region of Brazil.  It is accessible by air or river transportation year round.  This property is being explored by our Dourave Brazil-Bullion Joint Venture Partnership and is subject to the various agreements between the parties that are discussed above.  Under terms of the various staged agreements on this property, Bullion made a commitment to invest up to $200,000 and fund up to $1,800,000 in exploration

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between this property and the Bom Jardim property.  Dourave Brazil’s management decided to focus the majority of the exploration efforts on the Bom Jesus property.  We had forwarded $1,593,235 as of April 30, 2010, which has been recorded in our consolidated statement of income in our consolidated financial statements as Loss from Joint Venture.  Our total unpaid funding commitment at April 30, 2010, totaled $406,765, which is expected to be paid-in-full by August, 2010.   Dourave has completed its initial phase of exploration on the Bom Jesus property, which included: geochemical and geophysical exploration and a 2212.05 meter diamond drilling program spread over various drilling locations on the property.  Its focus was to determine the source of coincident geochemical, geophysical and geological anomalies and the potential for an economic gold and polymetallic resource.  The results of the exploration conducted to date are currently being analyzed.

Bom Jardim:  This property is also located in Para region of Brazil.  The property is also accessible by air or river transportation year round.  This property is being explored by our Dourave Brazil-Bullion Joint Venture Partnership and is the subject of the various agreements between the parties that are discussed above.   Of the $1,593,235 Bullion had paid to Dourave Brazil or invested in the Dourave Brazil-Bullion Joint Venture Partnership as of April 30, 2010, approximately $500,000had been allocated to exploration work on this property.  As of June 2010, Dourave Brazil had conducted geochemical and geophysical surveys on the Bom Jardim property, which are currently being analyzed for a potential diamond drilling program in the future

See Item 3 for additional information about these properties, their description, location, access and royalties, among other information.

Other Properties

The following properties comprise our “Other Properties” mineral properties:

Ophir:  No operations have been commenced on this property; we have no present plans to develop this mining property; and no estimates have been made or are planned, regarding determining the reserves on this property. However, we have had discussions with Kennecott and other firms that have shown interest in exploring this property.

See Item 3 for additional information about this property, its description, location, access and royalties, among other information.

EnShale SITLA Oil Shale Lease Properties:

ML50142:  No operations have commenced within the area covered by this lease; and no reserves have been estimated.

ML50145:  No operations have commenced within the area covered by this lease; and no reserves have been estimated.

ML50146:  No operations have commenced within the area covered by this lease; and no reserves have been estimated.

ML50147:  No operations have commenced within the area covered by this lease; and no reserves have been estimated.

ML50148:  No operations have commenced within the area covered by this lease; and no reserves have been estimated.

See Item 3 for additional information about these properties, their description, location, access and royalties, among other information.

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Distribution Methods of the Products or Services

We presently provide no services and own no products; however, we have acquired and are in the process of developing certain technology for the commercial extraction of oil from oil shale and have completed the construction of a pilot plant to test the efficacy of this technology.  This technology is currently in the research and development stage, and substantial additional funding and testing will be required to determine whether this technology is capable of producing extracting oil from oil shale on a commercially reasonable and economical basis. Commercial production will also be subject to compliance with applicable federal and state laws, rules and regulations concerning the extraction of oil from oil shale, including but not limited to environmental laws, rules and regulations. See the heading “EnShale Ownership and Pilot Plant Status” above under this Item 1.

We are a natural resource company engaged in acquiring, exploring, leasing, joint venturing and selling mining properties.  We continue to actively pursue our long-held corporate strategy of exploring and acquiring land positions in close proximity to major mining operations and/or properties with known deposits, for development with joint-venture partners or sale to third parties.  We locate and explore potential properties, with the idea of developing them to the point of production, while turning over the day to day operation to independent third parties.

Competitive Business Conditions and Our Competitive Position in the Industry and Methods of Competition

We compete with mining companies for the acquisition of new mining properties. We have limited resources when compared with larger royalty, mining and exploration companies and most companies with which we compete have substantially greater resources, personnel and expertise.  Our competitive position in this industry is not considered to be significant.  However, the demand for precious metals is such that once a metal is produced it can be sold at an established market price which has made the exploration and production of such mineral resources, while highly speculative, highly lucrative.

Some major competitors in our gold royalty business include: Royal Gold, Silver Wheaton and Franco Nevada.  OSEC IDT Corp. and Red Leaf are small companies that compete with our subsidiary, EnShale, in the development and use of oil shale extraction technology.  Exxon Mobil Corp., Chevron Corp. and Royal Dutch Shell are large companies that will be our competitors in the extraction of oil from oil shale.  Our competitive position in this industry is also not presently considered to be significant; however, that could change if our oil shale extraction process currently being developed and tested proves to be economically and commercially viable.

Dependence on One or a Few Major Customers

We have no customers; however, most all of our current revenues received are derived from our 1% royalty interest in Newmont’s Leeville/East Ore Mine under our Leeville/East Ore Mine Agreement.  We received $5,214,603 and $3,779,890 in these royalty payments from Newmont, respectively, during the fiscal years ended April 30, 2010, and 2009.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration

We have a U.S. Patent Pending No. USSN 11/974492, filed October 12, 2007, and an International PCT Patent Application,  Serial Number PCT/US2008/011656, with a priority date of October 12, 2007, and an international filing date of October 10, 2008, File No. 2682.003PC, regarding EnShale’s oil shale extraction process, and entitled “Petroleum Products From Oil Shale.”  The International PCT Patent Application discloses certain improvements in the patent pending process filed initially in the U.S.

We have multiple royalty agreements with Newmont.  We have a 3% net smelter return royalty dated April, 1990, on our Maggie Creek property.  This property is not currently in operation, but is adjacent to the property in Newmont’s Gold Quarry Mine, which is a producing gold mine.  We also have a royalty interest in Newmont’s Leeville/East Ore mine property, which encompasses two of Newmont’s mines, the East Ore and the Leeville mine. This royalty is a 1% gross smelter return as set forth in the agreement dated May 10, 1979.

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We also have a royalty agreement with Nevada Rae Gold on our North Pipeline mine property, pursuant to a contract entered into in September, 2003, for the mining rights of the surface gravel.   The contract calls for a guaranteed annual advanced royalty of $22,500 minimum per year.  The production royalty is $0.50 per yard of ore processed or 4% of net profits, whichever is greater.  We have retained all rights to the hard rock minerals in the North Pipeline property

See the headings “Royalty Properties,” Dourave-Bullion Joint Venture Partnership Properties and “Other Properties” above, under this Item 1, and Item 3, for additional information about these properties, their description, location, access and royalties, among other information.

Need for any Governmental Approval of Principal Products or Services

None; not applicable.

Effect of Existing or Probable Governmental Regulations on the Business

General Mining and Oil Shale Requirements

All of our United States mining and exploration and development activities and oil shale extraction operations, if our technology proves commercially viable, will be subject to various federal and state laws and regulations governing the protection of the environment, including the Clean Air Act; the Clean Water Act; the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Endangered Species Act; the Federal Land Policy and Management Act; the National Environmental Policy Act; the Resource Conservation and Recovery Act; and related state laws. These laws and regulations are continually changing and are generally becoming more restrictive.

General Mining and Oil Shale Environmental Requirements

Exploration and development operations in mining or oil shale extraction are subject to environmental regulations, which could result in additional costs and operational delays. All phases of our planned operations are subject to environmental regulation. Environmental legislation is evolving in some countries or jurisdictions in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not negatively affect our projects.  We are currently subject to environmental regulations with respect to our properties.

The Bureau of Land Management requires that mining operations on lands subject to its regulation obtain an approved plan of operations subject to environmental impact evaluation under the National Environmental Policy Act. Any significant modifications to the plan of operations may require the completion of an environmental assessment or Environmental Impact Statement prior to approval.  Mining companies must post a bond or other surety to guarantee the cost of post-mining reclamation. These requirements could add significant additional cost and delays to any mining project undertaken by us.

At the state level, mining operations are also regulated by various regulatory bodies including environmental, safety and various permitting agencies.  We are required to hold Nevada Reclamation Permits required under NRS 519A.010 through 519A.170. These permits mandate concurrent and post-mining reclamation of mines and require the posting of reclamation bonds sufficient to guarantee the cost of mine reclamation. Other Nevada regulations govern operating and design standards for the construction and operation of any source of air contamination and landfill operations.  Any changes to these laws and regulations could have a negative impact on our financial performance and results of operations by, for example, required changes to operating constraints, technical criteria, fees or surety requirements.

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SEC and Sarbanes/Oxley Act

Smaller Reporting Company

We will become subject to the reporting requirements of Section 13 of the Exchange Act, and subject to the disclosure requirements of Regulation S-K of the SEC, as a “smaller reporting company.”  That designation will relieve us of some of the informational requirements of Regulation S-K applicable to larger companies.

Sarbanes/Oxley Act

We will also become subject to the Sarbanes/Oxley Act of 2002.  The Sarbanes/Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence.  It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management assessment of our internal controls; prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes/Oxley Act will substantially increase our legal and accounting costs.

Exchange Act Reporting Requirements

Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to stockholders at special or annual meetings thereof or pursuant to a written consent will require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to our stockholders.

We will also be required to file Annual Reports on SEC Form 10-K and Quarterly Reports on SEC Form 10-Q with the SEC on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on SEC Form 8-K.

Research and Development Costs During the Last Two Fiscal Years

We respectively expended $451,733 and $382,578 for during the fiscal years ended April 30, 2010, and 2009, on research and development related to the process of extracting oil from oil shale.

Cost and Effects of Compliance with Environmental Laws

We are not currently engaged in any principal mining or exploration operations nor in any operations involving the extraction of oil from oil shale; accordingly, until any such operations are planned, it is not possible to estimate the cost or assess the effects of environmental compliance on any such operations.

Number of Total Employees and Number of Full Time Employees

We currently have eight employees, six of whom are full-time employees.

Item 1A.  Risk Factors

The ownership of shares of our common stock is highly speculative and involves a high degree of risk. Therefore, you should consider all of the risk factors discussed below, as well as the other information contained in this Form 10 and other reports filed by us with the SEC prior to considering any investment in us.

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Risks Related To Bullion

Future financial results may fluctuate significantly.  As a result of our limited operations, we cannot predict future revenues or operating results.  Management, however, does expect future revenues and operating results to fluctuate due to a combination of factors, including the costs of production, world prices for minerals and oil and other factors.  If we have a shortfall in revenues in relation to our expenses, or if our expenses increase before our revenues do, then our business for a particular period would be materially adversely affected.  Because of all of these factors and the other risks discussed in this section, management believes that our quarterly and annual revenues, expenses and operating results likely will vary significantly in the future.

We are substantially dependent upon our1% royalty payments from the Newmont Leeville/East Ore Mine, and without these payments, we may not be able to continue with our planned business operations. Primarily all of our current revenues received are derived from our 1% royalty interest in Newmont’s Leeville/East Ore Mine under our Leeville/East Ore Mine Agreement.  We received $5,214,603 and $3,779,890 in these royalty payments from Newmont, respectively, during the fiscal years ended April 30, 2010, and 2009.  If these royalty payments were disrupted for any reason, we would be unable to continue our present business operations without additional funding.  Further, unless we develop other sources of income in the future, our long term plans may not be successful as these royalty payments are only expected to continue for 10 plus years from full production of the Leeville Mine.  Newmont has estimated that full production was reached in 2008.

Additional financing requirements may impede our ability to fund our planned operations, and we may fail.  We may be required to seek additional financing to fund operations and carry out our business plan.  There can be no assurance that such financing will be available on acceptable terms, or at all.  We do not have any arrangements with any bank or financial institution to secure additional financing, and there can be no assurance that any such arrangement, if required or otherwise sought, would be available on terms deemed to be commercially acceptable and in our best interests.

We will not be successful unless we recover precious metals or oil from oil shale and sell them in U.S. or world markets.  Our success and possible growth will depend on our ability, or the ability of those companies which we are in contract with, to recover precious metals or oil, process them and successfully sell them on U.S. and world markets. The success of this process is dependent on the spot market prices paid in relation to the costs of production. We may not always be able to produce at a profit because we can maintain a level of control only over our costs and have no ability to control the world spot market prices.

The cost of acquisition, exploration and development activities are substantial, and there is no assurance that the returns from mining activities or oil shale development will justify commercial operations.  We cannot be certain that our acquisition, exploration and development activities will be commercially successful. Substantial expenditures are required to acquire existing mineral and oil shale properties, to establish reserves through drilling and analysis, to develop metallurgical processes to extract metal from the ore or oil from the shale in the case of new properties and to develop the mining and processing facilities and infrastructure at any site chosen for mining or oil shale production. There can be no assurance that any mineral reserves, mineralized material or oil from oil shale acquired or discovered will be in sufficient quantities or adequate grade to justify commercial operations or that the funds required for development can be obtained on a timely basis.

The price of gold, other minerals and oil is known to fluctuate on a regular basis and the downturn in price could negatively impact our operations and cash flow. The price of gold, other minerals and oil is subject to fluctuations, which could adversely affect the realizable value of our assets and potential future results of operations and cash flow, which could affect our ability to implement our planned operations.

Mining and oil shale activities are inherently hazardous and any exposure may exceed our insurance limits or may not be insurable.  Mining and oil shale exploration, development and operating activities are inherently hazardous. Mineral exploration involves many risks that even a combination of experience, knowledge, and careful evaluation may not be able to overcome. Operations in which we have direct or indirect interests will be subject to all the hazards and risks normally incidental to exploration, development and production of gold and other

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metals, any of which could result in work stoppages, damage to property and possible environmental damage. The nature of these risks is such that liabilities might exceed any liability insurance policy limits. It is also possible that the liabilities and hazards might not be insurable, or we could elect not to insure us against such liabilities due to high premium costs or other reasons, in which event, we could incur significant costs that could have a material adverse effect on our financial condition.

Since reserve calculations are only estimates, any material change may negatively affect the economic viability of our properties.  Reserve calculations are estimates only, subject to uncertainty due to factors including metal and oil prices and recoverability of metal and oil in the mining and mineral recovery process. There is a degree of uncertainty attributable to the calculation of reserves and corresponding grades dedicated to future production. Until reserves are actually mined and processed, the quantity of ore or oil and grades must be considered as an estimate only. In addition, the quantity of reserves and ore or oil may vary depending on metal or oil prices. Any material change in the quantity of reserves, mineralization, grade or stripping ratio may negatively affect the economic viability of our properties. In addition, there can be no assurance that gold recoveries, other metal or oil recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.  

Our operations are subject to strict environmental regulations that may result in added costs of operations and operational delays.  Exploration and development operations are subject to environmental regulations, which could result in additional costs and operational delays. All phases of our planned operations are subject to environmental regulation. Environmental legislation is evolving in some countries or jurisdictions in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not negatively affect our projects. We are currently subject to environmental regulations with respect to all of our properties.

We are subject to federal laws that require environmental assessments and bond/surety postings that can add significant costs to our operations and delays in our projects.  The Bureau of Land Management requires that mining operations on lands subject to its regulation obtain an approved plan of operations subject to environmental impact evaluation under the National Environmental Policy Act. Any significant modifications to the plan of operations may require the completion of an environmental assessment or Environmental Impact Statement prior to approval. Mining companies must post a bond or other surety to guarantee the cost of post-mining reclamation. These requirements could add significant additional cost and delays to any mining project undertaken by us and may prevent us from even engaging in commercial operations, in some instances.  Most foreign countries also have various laws, rules and regulations governing mining and exploration activities, which also may subject us to unreasonable costs and delays in potential acquisitions or mining activities on any mineral property interests acquired or considered.

Changes in state laws, which are already strict and costly, can negatively effect our operations by becoming stricter and costlier.  At the state level, mining operations are also regulated by various regulatory bodies including environmental, safety, and various permitting agencies.  Nevada state law requires projects to hold Nevada Water Pollution Control Permits, which dictate operating controls and closure and post-closure requirements directed at protecting surface and ground water. In addition, we are required to hold Nevada Reclamation Permits required under NRS 519A.010 through 519A.170. These permits mandate concurrent and post-mining reclamation of mines and require the posting of reclamation bonds sufficient to guarantee the cost of mine reclamation. Other Nevada regulations govern operating and design standards for the construction and operation of any source of air contamination and landfill operations. Any changes to these laws and regulations could have a negative impact on our financial performance and results of operations by, for example, required changes to operating constraints, technical criteria, fees or surety requirements.

Title claims against our mining properties could require us to compensate parties, if successful, and divert management’s time from operations.  There may be challenges to our title in the mineral properties in which we hold a material interest. If there are title defects with respect to any of our properties, we might be required to compensate other persons or perhaps reduce our interest in the affected property.  Also, in any such case, the

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investigation and resolution of title issues would divert management’s time from ongoing exploration and development programs.

The requirements of being a public company may strain our resources and distract management.  As a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls for financial reporting. We currently do not have an internal audit group, but we are considering selecting an Audit Committee and adopting an Audit Committee Charter. To maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight will be required. This may divert our attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge, and management cannot assure you that we will be able to do so in a timely or cost effective fashion.

We do not intend to pay cash dividends on our common stock in the near term and, consequently, your only opportunity to achieve a return on your investment is if the price of our stock appreciates.  We do not plan to declare cash dividends on shares of our common stock in the foreseeable future. Consequently, your only opportunity to achieve a return on your investment in us will be if the market price of our common stock appreciates and you sell your shares at a profit. There is no guarantee that the current price of our common stock will continue or will ever exceed the price that you pay for our common stock.

Our business depends on a limited number of key personnel, and the loss of any of these personnel could negatively affect us.  Our officers are important to our success. If they become unable or unwilling to continue in their present positions, our business and financial results could be materially negatively affected.

No established market for common stock; no market for shares.  Although our common stock is quoted on the OTC Bulletin Board of FINRA under the trading symbol “BULM,” there can be no assurance that such a market will continue or be maintained.  Any market price for shares of our common stock is likely to be very volatile, and numerous factors beyond our control may have a significant adverse effect.  In addition, the stock markets generally have experienced, and continue to experience, extreme price and volume fluctuations which have affected the market price of many small capital companies and which have often been unrelated to the operating performance of these companies.  These broad market fluctuations, as well as general economic and political conditions, may adversely affect the market price of our common stock in any market that may develop.  Sales of “restricted securities” under Rule 144 may also have an adverse effect on any market that may develop.  

Shares eligible for public sale in the future could decrease the price of our common shares and reduce our future ability to raise capital.   All shares issued in the Fairness Hearing are freely transferable and will not be “restricted securities.” If there is ever an established trading market in our common stock, of which there can be no assurance, sales of substantial amounts of our common stock in the public market could decrease the prevailing market price of our common stock, our ability to raise equity capital in the future and your ability to resell your common stock.

“Penny stock” rules may make buying or selling our n common stock difficult.  The trading price for our common stock is presently less than $5.00 per share.  Securities that trade for $5.00 or less are subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our common stock to persons other than prior customers and “accredited investors,” must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and the current quotations for the securities they offer.  The

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additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market price and liquidity of our common stock. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the SEC’s regulations concerning the transfer of penny stocks.  These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

Item 2.  Financial Information

Forward-looking Statements

Statements made in this Form 10 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; or other economic, competitive, governmental, regulatory and technical factors affecting our operations, products, services and prices, among others.

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.

Plan of Operation for Fiscal 2011

Management believes there will be adequate funds from operations to continue current operations for the next 10 to 15 years.  Revenues from Newmont’s Leeville/East Ore mine are anticipated to be between $5.5 and $6 million per year, depending upon the price of gold.  During the fiscal 2011, we will be examining the desirability of listing on the Toronto Stock Exchange.  Management feels this could possibly give more exposure to us and our common stock on an exchange with many other natural resource companies.  In conjunction with this listing, we would consider undertaking a secondary offering of our common stock to increase our public float and provide funds for general corporate developments.   

We plan to continue to explore for new mining projects that could potentially increase our royalty position. We are currently evaluating properties in Columbia, Mexico, Brazil and Nevada.  There is no guarantee that any of these properties will be purchased or leased.  Management believes that the environment for development of natural resources is strong.  We look forward to future growth and profitability in this area.

EnShale will be evaluating various possibilities to raise the funding necessary to construct the expected full production plant and underground mining operation in the Vernal, Utah area, in anticipation of our successful testing of our demonstration pilot plant for the extraction of oil from oil shale in a commercial 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 and private offering.

We do not expect to sell or dispose of any of our material assets during the next 12 months.  We do, however, expect to experience some changes in our employee roster as we add needed talent, as well as adding additional members to our Board of Directors.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

Year Ended April 30, 2010 compared to the Year Ended April 30, 2009

Our financial results are primarily tied to the production from our producing stage royalty interests and the price of gold and silver.  Bullion recorded its best revenue year ever, with record revenue of $5,214,603 in fiscal 2010. This increase in revenue from 2009 of $1,414,713 is primarily due to increased production at Newmont’s Leeville Mine from which we receive a 1% royalty and an increase in the average price of gold.  Silver production accounts for a very small percentage of our revenue.

Total operating Expenses in fiscal 2010 as compared to fiscal 2009 increased $1,155,656.

General and administrative expenses for the fiscal year ended April 30, 2010, were $2,113,996 compared to $1,098,223 for the fiscal year ended April 30, 2009. The $1,015,773 increase in General and Administrative expense was primarily due to an increase in legal and accounting fee related to the work done on the succession accounting issue in order to come to an accounting solution acceptable to the SEC on the accounting treatment of the Old Bullion reorganization, increase in legal fees due to an expense to the law firm litigating our Newmont/Barrick Goldstrike lawsuit in return for a cap on their contingency fee and an increase in payroll expenses due to the increase in employees.  Management does not expect to have to provide additional legal funding to the law firm litigating our Newmont/Barrick Goldstrike lawsuit for the duration of this litigation.  

We also incurred research and development expenses in the fiscal year ended 2010 of $451,733 compared to $382,578 in 2009. This $69,155 increase was attributable to the continued in-house funding of research and development of our processing demonstration and testing plant.

The above mentioned increase in revenues and operating expenses resulted in operating income of $2,389,144 for the fiscal year ended April 30, 2010, compared to operating income of $2,130,087 for the fiscal year ended April 30, 2009.  

We incurred a loss from our joint venture in the fiscal year ended April 30, 2010 of $1,593,235, with no loss from our joint venture in the year ended 2009. The increased loss from our joint venture was due to the $167,765 equity investment and $1,425,470 funding of exploration costs on the Bom Jesus and Bom Jardim properties.

Net income in the fiscal year ended April 30, 2010, totaled $811,393, compared to net income for the fiscal year ended April 30, 2009, of $1,689,696.  

The net loss attributable to non-controlling interest totaled $125,652 for the fiscal year ended April 30, 2010, and $93,361 for the fiscal year ended April 30, 2009.  We recorded an unrealized gain on marketable securities for the fiscal year ended April 30, 2010, of $82,861, and an unrealized loss on marketable securities of $16,108 in the fiscal year ended April 30, 2009.  

The net comprehensive income totaled $1,019,906 in fiscal year ended April 30, 2010, compared to $1,766,949 for the fiscal year ended April 30, 2009.  We recorded net income per share of $0.02 for the 2010 period, compared to $0.04 for the 2009 period.

Liquidity and Capital Resources

At April 30, 2010, we had current assets of $1,013,033 compared to current liabilities of $416,580, for a current ratio of 2.4 to 1. This compares to current assets of $1,392,345 and current liabilities of $201,815 at April 30, 2009, resulting in a current ratio of approximately 7 to 1. Our current ratio decreased during the period, primarily due to a decrease in cash and equivalents, which was largely due to our investment of cash in the Bom Jesus and Bom Jardim properties, the continued in-house funding of our oil shale demonstration and testing plant and increased legal expenses relating to the Newmont litigation and legal and accounting expenses relating to SEC and Exchange Act compliance.  At June 30, 2009, our cash and equivalents as shown on our consolidated balance sheets

were primarily held in banks backed by FDIC insurance.

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During the fiscal year ended April 30, 2010, liquidity needs were met from $5,214,603 in royalty revenues. According to Newmont, this royalty has a 10 year anticipated life from full production. Newmont reached full production in 2008.  Royalty payments may fluctuate depending upon Newmont’s mining operations and the current and future price of gold mined from the Newmont Leeville Mine.  Also during the fiscal year ended April 30, 2010, our total assets increased to $5,033,169 compared to $3,993,026 at April 30, 2009.  The increase was primarily attributable to continued funding of the oil shale processing demonstration plant, which is included our property, plant and equipment, royalty receivable and other investment.  In addition, we recorded a deferred tax asset, which is primarily due to the timing differences on the tax deductibility of exploration expenses.   The remaining financial commitments under the Dourave-Bullion joint venture agreement of  $406,765 will be made from cash flow from operations. During June, 2010, we entered into a binding term sheet (“Chihuahua Term Sheet”) relating to certain mining rights located in Chihuahua, Mexico. The $100,000 payments due at six month intervals that we may pay for our rights to conduct exploration activities on this property and any potential exploration costs may come from cash flow from operations. The anticipated expenditures on the Chihuahua, Mexico, property, are subject to our receipt of evidence of title to this property that is satisfactory to us.   

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 and business development expenses, and capital expenditures, for the foreseeable future. Our current financial resources are also available for royalty or property acquisitions. Our long-term capital requirements are primarily affected by our ongoing acquisition activities. We currently, and generally at any time, seek 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.   At present, we are considering a listing on the Toronto Stock Exchange and in conjunction, undertaking a secondary offering of our common stock to increase our public float and provide funds for attractive royalty or property acquisitions.  Please refer to our Risk Factors included in Item 1A of this Form 10 for a discussion of certain risks that may impact the our liquidity and capital resources in light of the recent economic downturn.  We currently do not have a credit facility in place.

Known Trends, Events or Uncertainties that Have or Are Reasonably Likely to Have a Material Impact on Our Short-Term or Long-Term Liquidity

There are no known trends, events or uncertainties that have or are reasonably likely to have a material impact on our short-term or long-term liquidity.

Internal and External Sources of Liquidity

During the fiscal years ended April 30, 2010, and 2009, we had no sources of internal liquidity and primarily one external source of liquidity, that being our 1% royalty on the Leeville/East Ore Mine Agreement operated by Newmont.

Equity Financing

We have not conducted any equity offerings of our common stock; however, in connection with our plans to seek quotations of our common stock on the Toronto Stock Exchange, we may conduct a secondary offering of our common stock to increase our public float and provide funds for general corporate purposes.

Debt Financing

We have not and do not presently plan to conduct any debt offerings of our securities.

Critical Accounting Policies

There are no critical accounting policies that are likely to have an adverse effect on our present business operations.

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Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements during any of the period covered by this Form 10 or the consolidated financial statements that accompany this Form 10.

Item 3.  Properties.

Real Properties and Facilities

Office Building:  We own a 1,850 square foot office building, purchased in August 2005, for $175,000.  This building is used by us for our executive offices.  The building is located at 299 East 950 South, Orem, Utah.

Business Building: On May 22, 2008, we acquired certain real property in the Vernal, Utah, area, for use by our majority-owned subsidiary, EnShale, as office facilities. The property was purchased for $317,900 and is comprised of approximately 2,000 square feet of finished interior, with an additional 1,500 available to be finished.

Industrial Property:On March 11, 2009, we purchased an industrial parcel of real property in Vernal, Utah, which is strategically located for our planned EnShale operations and which has all utilities readily available.  This property will be used to test our oil shale demonstration and testing plant, and subsequently, will house our full production facility, if our technology proves to be efficacious for the commercial and economic extraction of oil from oil shale. We purchased 5.01 acres at a total price of $140,000.

Royalty Properties

Newmont Bullion Royalty Claim Block

Leeville Mine:  This property is located in Eureka County, Nevada, Sections 1, 2, 10, 11, and 12 of Township 35 North, Range 50 East, Mount Diablo Meridian, Lynn Mining District and is accessed via improved paved roads. The property is currently being mined by Newmont, and we are receiving a continuing 1% gross smelter return royalty.  The Leeville claims are owned by Newmont, and we retain a royalty interest.  The total claim responsibility for these claims lies with Newmont. Reserve estimates on this property, according to data published by Newmont are 2.3 million ounces.

We have claimed that this 1% royalty as defined in the May 10^, 1979, Leeville/East Ore Mine Agreement also applies to an area of interest that contains the Sections and Townships listed below approximately encompassing the area eight (8) miles in a northerly direction, eight (8) miles in a southerly direction, eight (8) miles in an easterly direction and eight (8) miles in a westerly direction from Section 10, Township 35 North, Range 50 East, M.D.B. & M., Eureka County, Nevada.  See Item 8, regarding our litigation with Newmont and Barrick Gold Strike.  We believe the following accurately describes this area of interest, more or less.

Township 34 North, Range 49 East Sections 1-5, 8-17, and 20-24

Township 35 North, Range 49 East Sections 1-5, 8-17, and 32-36

Township 36 North, Range 49 East Sections 1-5, 8-17, 20-29 and 32-36

Township 37 North, Range 49 East Sections 32-36

Township 34 North, Range 50 East Sections 1-24

Township 35 North, Range 50 East Sections All

Township 36 North, Range 50 East Sections All

Township 37 North, Range 50 East Sections 31-36

Township 34 North, Range 51 East Sections 3-10 and 15-22

Township 35 North, Range 51 East Sections 3-10, 15-22 and 27-34

Township 36 North, Range 51 East Sections 3-10, 15-22 and 27-34

Township 37 North, Range 51 East Sections 31-34

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                    East Ore Body Mine:  This property is located in Eureka County, Nevada, Sections 1, 2, 10, 11, and 12 of Township 35 North, Range 50 East, Mount Diablo Meridian, Lynn Mining District and is accessed via improved paved roads.  The property is currently being mined by Newmont, and we are receiving a continuing 1% gross smelter return royalty.  The East Ore Body Mine claims are owned by Newmont, and we retain a royalty interest.  The total claim responsibility for these claims lies with Newmont. Reserve estimates on this property, if any, are not available to us. We have claimed that this 1% royalty as defined in the May 10^th 1979 Leeville/East Ore Mine Agreement also applies to an area of interest that contains the Sections and Townships listed below approximately encompassing the area eight (8) miles in a northerly direction, eight (8) miles in a southerly direction, eight (8) miles in an easterly direction and eight (8) miles in a westerly direction from Section 10, Township 35 North, Range 50 East, M.D.B. & M., Eureka County, Nevada.  See Item 8, regarding our litigation with Newmont and Barrick Gold Strike. We believe the following accurately describes this area of interest, more or less.

Township 34 North, Range 49 East Sections 1-5, 8-17, and 20-24

Township 35 North, Range 49 East Sections 1-5, 8-17, and 32-36

Township 36 North, Range 49 East Sections 1-5, 8-17, 20-29 and 32-36

Township 37 North, Range 49 East Sections 32-36

Township 34 North, Range 50 East Sections 1-24

Township 35 North, Range 50 East Sections All

Township 36 North, Range 50 East Sections All

Township 37 North, Range 50 East Sections 31-36

Township 34 North, Range 51 East Sections 3-10 and 15-22

Township 35 North, Range 51 East Sections 3-10, 15-22 and 27-34

Township 36 North, Range 51 East Sections 3-10, 15-22 and 27-34

Township 37 North, Range 51 East Sections 31-34

22

Nevada map with the Leeville Mine, East Ore Body Mine, North Pipeline property and Maggie Creek property locations

23

Locations of the Leeville Mine, East Ore Mine, North Pipeline property and Maggie Creek property in Central Nevada

24

Location of Leeville Mine, East Ore Body Mine

25

Leeville Mine, East Ore Body Mine BLM map

26

North Pipeline:  This property is located in Lander County, Nevada, Township 29 North, Range 47 East, Mount Diablo Meridian, Section 9, more particularly described as the E ½;  E ½ of the NW ¼ of Section 9, Twp 29, Range 47, and is accessed via improved paved roads.   We have a royalty agreement with Nevada Rae Gold, Inc. on our North Pipeline property, pursuant to a contract entered into in September of 2003 for the mining rights of the surface gravel.  The contract calls for a guaranteed annual advanced royalty of $22,500 minimum per year.  The production royalty is $0.50 per yard of ore processed or 4% of net profits, whichever is greater.  We have retained all rights to the hard rock minerals in the North Pipeline Property.

North Pipeline is a real property interest and not a mining claim of any kind, patented or unpatented.  We purchased this property according to the laws of the State of Nevada.  We hold the surface and underground mineral rights to this real property, and pay annual taxes to Lander County, Nevada, presently in the amount of $258.35.

27

Location of North Pipeline property from I-80

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Maggie Creek:  This property is located in Eureka County, Nevada, seven miles north of Carlin, Nevada onunpatented claims located in sections 12 and 14, township 33 North, Range 51 East, Mount Diablo Meridian, Lynn Mining District. This property is accessed via improved paved roads.  This property is not currently in operation, but adjacent to this property is Newmont’s Gold Quarry mine, which is a producing gold mine. Our interest in this property is future three-percent (3%) royalty income from operations performed by others mining this property. Since we have only a royalty interest in this property, we do not have the right to conduct mining operations.  The total claim responsibility for these claims lies with Newmont.  Reserve estimates on this property, if any, are not available to us.

Dourave-Bullion Joint Venture Partnership Properties

Bom Jesus: This property is located in the Para region of Brazil.  It is accessible by air or river transportation year round.  This property is being explored by our Dourave Brazil-Bullion Joint Venture Partnership and is subject to the various agreements between the parties that are discussed above.  Under terms of the various staged agreements on this property, Bullion made a commitment to invest up to $200,000 and fund up to $1,800,000 in exploration between this property and the Bom Jardim property.  Dourave Brazil’s management decided to focus the majority of its exploration efforts on the Bom Jesus property.  We had forwarded $1,593,235 as of April 30, 2010, which has been recorded in our consolidated statement of income in our consolidated financial statements as exploration costs).  Our total unpaid funding commitment at April 30, 2010, totaled $406,765, which is expected to be paid-in-full by August, 2010.   Dourave has completed its initial phase of exploration on the Bom Jesus property, which included: geochemical and geophysical exploration and a 2212.05 meter diamond drilling program spread over various drilling locations on the property.  Its focus was to determine the source of coincident geochemical, geophysical and geological anomalies and the potential for an economic gold and polymetallic resource.

Bom Jardim:  This property is also located in Para region of Brazil.  The property is also accessible by air or river transportation year round.  This property is being explored by our Dourave Brazil-Bullion Joint Venture Partnership and is the subject of the various agreements between the parties that are discussed above.   Of the $1,593,235 Bullion had paid to Dourave Brazil or invested in the Dourave Brazil-Bullion Joint Venture Partnership as of April 30, 2010, approximately $500,000had been allocated to exploration work on this property.  As of June 2010, Dourave Brazil had conducted geochemical and geophysical surveys on the Bom Jardim property, which is currently being analyzed for a potential diamond drilling program in the future

Other Properties

Ophir:  This property is located in Tooele County, Utah, Township 5 South, Range 4 West, and is accessed via improved, unpaved roads.  This property was purchased in two transactions during the 1970’s, and consists of a 100% interest in five patented claims located in Tooele County, Utah, the Commodore, Prince of Wales, Prince of Wales #2, Prince of Wales #4 and Prince of Wales #5 claims.  No operations have commenced on this property.  We have no present plans to develop this mining property, although we have had preliminary inquiries regarding development of this property.  No estimates have been made or are planned regarding determining the reserves on this property.

Ophir Claims are patented and therefore both the surface and underground rights to these claims are 100% owned by us.  The Ophir Claims are Federal claims.  The Prince of Wales, Prince of Wales No. 2, Princes of Wales No. 4 and the Princes of Wales No. 5 are covered under Survey #6221 and contain 51.796 acres and are located in Rush Valley Mining District, Tooele County, Utah.  The Commordore Claim is covered under Survey #37, Plat 73 in Rush Valley Mining District, Tooele County, Utah, containing 5.626 acres.  This property requires a county tax to be paid annually, presently in the amount of $28.25.

29

Location of Ophir claim from Salt Lake City, Utah

30

Location of Ophir claim from Tooele, Utah

Ophir claims map

This is the grid map of Township 5 South Range 4 West of the Salt Lake Meridian, Utah.  Please see the attached pdf for the actual map.

EnShale Oil Shale Property:

We have five mineral leases with the State of Utah (“SITLA Oil Shale Leases”).  We have included a table below of these five mineral leases, with latitude and longitude coordinates for each and claim description information.  The minimum annual lease payments are described in the notes to our consolidated financial statements in Note 6.

ML50142:  The property covered under this mineral lease is located in Uinta County, Utah, T8S, R25E, SLB&M and is 1,278.04 acres.  Access to this location is via a dirt road.  The lease was purchase on December 1, 2005, and has an initial period of ten (10) years and may be renewed.  No operations have commenced within the area covered by this lease.  The lease requires a production royalty on the basis of 5% of the market price of the products produced from the leased properties.  In no event will the production royalty be less than $1.00 per barrel of produced oil.  On December 1, 2010, the royalty may, at the option of the lessor, be increased at the rate of up to 1% per annum.  The maximum royalty rate shall not exceed 12.5% per annum.  No operations have commenced within the area covered by this lease.

ML50145:  The property covered under this mineral lease is located in Uinta County, Utah, T9S, R24E, SLB&M and is 866.47 acres.  Access to this location is via a dirt road.  The lease was purchase on December 1, 2005, and has an initial period of ten (10) years and may be renewed.  No operations have commenced within the area covered by this lease.  The lease also requires a production royalty on the basis of 5% of the market price of the products produced from the leased properties.  In no event will the production royalty be less than $1.00 per barrel of

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produced oil.  On December 1, 2010, the royalty may, at the option of the lessor, be increased at the rate of up to 1% per annum.  The maximum royalty rate shall not exceed 12.5% per annum.  No operations have commenced within the area covered by this lease.

ML50146:  The property covered under this mineral lease is located in Uinta County, Utah, T9S, R24E, SLB&M and is 1442.01 acres.  Access to this location is via a dirt road.  The lease was purchase on December 1, 2005, and has an initial period of ten (10) years and may be renewed.  No operations have commenced within the area covered by this lease.  The lease also requires a production royalty on the basis of 5% of the market price of the products produced from the leased properties.  In no event will the production royalty be less than $1.00 per barrel of produced oil.  On December 1, 2010, the royalty may, at the option of the lessor, be increased at the rate of up to 1% per annum.  The maximum royalty rate shall not exceed 12.5% per annum.  No operations have commenced within the area covered by this lease.

ML50147:  The property covered under this mineral lease is located in Uinta County, Utah, T9S, R25E, SLB&M and is 200.9 acres.  Access to this location is via a dirt road.  The lease was purchase on December 1, 2005, and has an initial period of ten (10) years and may be renewed.  No operations have commenced within the area covered by this lease.  The lease also requires a production royalty on the basis of 5% of the market price of the products produced from the leased properties.  In no event will the production royalty be less than $1.00 per barrel of produced oil.  On December 1, 2010, the royalty may, at the option of the lessor, be increased at the rate of up to 1% per annum.  The maximum royalty rate shall not exceed 12.5% per annum.  No operations have commenced within the area covered by this lease.

ML50148:  The property covered under this mineral lease is located in Uinta County, Utah, T11S, R25E, SLB&M and is 863.4 acres.  Access to this location is via a dirt road.  The lease was purchase on December 1, 2005, and has an initial period of ten (10) years and may be renewed.  No operations have commenced within the area covered by this lease.  The lease also requires a production royalty on the basis of 5% of the market price of the products produced from the leased properties.  In no event will the production royalty be less than $1.00 per barrel of produced oil.  On December 1, 2010, the royalty may, at the option of the lessor, be increased at the rate of up to 1% per annum.  The maximum royalty rate shall not exceed 12.5% per annum.  No operations have commenced within the area covered by this lease.

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Latitude and Longitude Coordinates for State Leases
Mineral Lease No.	Description/Township/Range	Point	Latitude		Longitude		Source
			Deg	Min	Deg	Min
ML 50142	T8S, R25E, SLB&M  Section 2
	Lots 1, 2, 3, and 4  “Coyote Basin”	NW Corner	N 40	9.517	W 109	4.659	County GIS
	S ½ N ½	NE Corner	N 40	9.517	W 109	3.525	County GIS
	S ½ All	SE Corner	N 40	8.653	W 109	3.525	County GIS
		SW Corner	N 40	8.653	W 109	4.659	County GIS
Section 16	All  “Walsh Knolls”	NW Corner	N 40	7.784	W 109	6.933	County GIS
		NE Corner	N 40	7.784	W 109	5.799	County GIS
		SE Corner	N 40	6.913	W 109	5.799	County GIS
		SW Corner	N 40	6.913	W 109	6.933	County GIS
ML 50145	T9S, R24E, SLB&M  Section 2
	S ½ NE ¼  “Little Bonanza”	NW Corner	N 40	4.308	W 109	11.45	County GIS
	SE ¼ NW ¼	NE Corner	N 40	4.308	W 109	10.33	County GIS
	SW ¼ SW ¼	SE Corner	N 40	3.45	W 109	10.33	County GIS
	Lots 1, 2, 3, 4, 5, 6, 7, 8, 9. 10, 11 and 12	SW Corner	N 40	3.45	W 109	11.45	County GIS
Section 16	N ½ N ½  “Coyote Wash”	NW Corner	N 40	2.588	W 109	13.71	County GIS
	SE ¼ NW ¼	NE Corner	N 40	2.588	W 109	0	County GIS
	S ½ SW ¼	Center	N 40	2.15	W 109	13.14	County GIS
		SW Corner	N 40	1.714	W 109	13.71	County GIS
ML 50146	T9S, R24E, SLB&M  Section 23
	Lots 4, 7, 8, 9, 11  “Bonanza West”
	SW ¼ SE ¼	SE Corner	N 40	0.842	W 109	10.32	County GIS
Section 24	Lots 1, 2, 3, 4, 5, 6, 7, 9, 10  “Bonanza East”	SE Corner	N 40	0.841	W 109	9.185	County GIS
	N ½ SE ¼	SW Corner	N 40	0.843	W 109	10.32	County GIS
	NW Corner of SITLA Land	Other	N 40	1.263	W 109	10.04	County GIS
Section 25	NW ¼ SW ¼  “Wagon Hound North”	NW Corner	N 40	0.843	W 109	10.32	County GIS
	S ½ S ½	NE Corner	N 40	0.843	W 109	9.192	County GIS
	Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12	SE Corner	N 39	59.98	W 109	9.192	County GIS
		SW Corner	N 39	59.98	W 109	10.32	County GIS
Section 36	N ½  “Wagon Hound South”	NW Corner	N 39	59.98	W 109	10.32	County GIS
	SW ¼ SW ¼	NE Corner	N 39	59.98	W 109	9.191	County GIS
	N ½ SE ¼	SE Corner	N 39	59.11	W 109	9.191	County GIS
		SW Corner	N 39	59.11	W 109	10.32	County GIS
ML 50147	T9S, R25E, SLB&M  Section 36
	All  “Weaver Ridge”	NW Corner	N 39	54.75	W 109	3.543	County GIS
		NE Corner	N 39	54.75	W 109	3.035	County GIS
		SE Corner	N 39	53.88	W 109	3.035	County GIS
		SW Corner	N 39	53.88	W 109	3.543	County GIS
ML 50148	T11S, R25E, SLB&M  Section 36
	All  “Dragon”	NW Corner	N 39	49.54	W 109	4.587	County GIS
		NE Corner	N 39	49.54	W 109	3.055	County GIS
		SE Corner	N 39	48.68	W 109	3.055	County GIS
	East Border at South Dropoff		N 39	49.08	W 109	3.05	GPS
	East Border at Fence		N 39	49.15	W 109	3.05	GPS
		SW Corner	N 39	48.68	W 109	4.587	County GIS
		Metal Post	N 39	49.28	W 109	3.74	GPS

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Location map of EnShale leases on the Utah - Colorado border

34

Location of the EnShale leases in Uintah County, Utah

Item 4.  Security Ownership of Certain Beneficial Owners and Management.  

Security Ownership of Certain Beneficial Owners

With the exception of our directors and executive officers, no person is known by us to own over 5% of our outstanding voting securities.

Security Ownership of Management

The following table sets forth the share holdings of our directors and executive officers as of July 15, 2010:

Ownership of Officers and Directors

Title Of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class(4)
Common Stock	R. Don Morris (1)	7,756,162	20.0%
Common Stock	James A. Morris (2)	2,829,188	7.3%
Common Stock	Peter Passaro	3,435,594	8.9%
Common Stock	Robert Morris III(3)	322,930	0.8%
Common Stock	Larry L. Anderson	0	0%
Common Stock	Philip Manning	832,182	2.2%
Common Stock	John DeMara	0	0%
Total		15,251,056	39.4%

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(1)

105,000 shares are owned as UGMA for his minor children, 172,200 shares are owned in the name of R. Don Morris and his spouse as JTTEN.

(2)

25,000 shares are owned as JTTEN with Syndi Morris.

(3)

10,800 shares are owned as UGMA for his minor children and 7,000 shares are owned in the name of Peter F Passaro & Taimi C. Passaro, JTTEN.

(4)

None has the right to acquire any shares of our common stock under any outstanding options, warrants or other rights.

All Directors and Officers as a Group

Our directors and executive officers, totaling seven persons, collectively own 15,251,056 shares or approximately 39.4% of our outstanding voting securities, comprised of common stock.

Changes in Control

There are no agreements, arrangements or understandings which would result in a change in control of our Company.

Item 5.  Directors, Executive Officers, Promoters and Control Persons.  

Identification of Directors and Executive Officers

The following table sets forth the names of all of our current directors and executive officers. These persons will serve until the next annual meeting of the shareholders or until their successors are elected or appointed and qualified, or their prior resignation or termination.

Name	Positions Held	Date of Election or Designation	Date of Termination or Resignation
R. Don Morris	President	1969	*
	Director	1969	*
Peter Passaro	Director	1991	*
	Chief Financial Officer	2008	8/11/2009
James A. Morris	Treasurer	1992	*
	Director	1992	*
	Chairman of the Board	2008	*
Larry L. Anderson	Director	2008	*
Robert Morris III	Secretary	2008	*
Philip Manning	Chief Financial Officer	2009	*
John DeMara	Director	2009	*

*

These persons presently serve in the capacities indicated.  Directors serve until our next annual meeting or until their respective successors are elected and qualified; and officers are elected at our next annual meeting of our Board of Directors, which immediately follows our annual meeting of shareholders, to serve until their respective successors are elected and qualified.  Our Bylaws provide for our annual meeting of shareholders to be held in May of each year.

Business Experience

R. Don Morris, 66, has served as President of Bullion Monarch Mining, Inc. since its incorporation in 2004.  Prior to the establishment of the new company, he was President of Bullion Monarch Company, our predecessor, for many years.Mr. Morris is the force behind Bullion Monarch Mining.  He hasover 40 years experience in the mineral industry from early exploration and development through production.   Mr. Morris is best

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known for his involvement and development of the famous Carlin Trend in Northeast Nevada as President of MM&S Exploration Company, which was acquired by Bullion Monarch Company in 1969.  Mr. Morris has worked in the mining industry throughout the world in various executive and management capacities.  He has served on various Boards of Directors, including US Copper Corp., Gold Standard of Nevada, Metals Inc., Elko Ready Mix and Arco Aris Minerals.  In the early 1990’s, Mr. Morris was invited as a special envoy to study the mineral industry in Russia, Yugoslavia and Bosnia.  Mr. Morris has worked throughout North and South America, Europe and Asia.  Mr. Morris received a Bachelor of Science degree in geology from Brigham Young University in 1966 and completed graduate studies at Colorado School of Mines and McKay School of Mines in Nevada.

Peter F. Passaro, 64, graduated from The University of Connecticut with a degree in Political Science in 1968.  Soon after graduation, he began work at E&P Foundry, a non-ferrous manufacturer that produced products for the lock, pump, mailing and other industries.  The company specialized in prototype castings in bronze and aluminum. In 1975, he was promoted to Vice President of E&P Foundry, responsible for manufacturing products for such companies as Homelite, Pitney Bowes, Singer, Electrolux, Textron and others.  In the late 1970’s, he began purchasing the company from its owner.  In 1985, he became President and CEO of E&P Foundry and continued working in that capacity, successfully building the business, until he sold his interest in 1998.  He has worked as a consultant in that industry since 1998.

James Andrew Morris, 42, has served on our Board of Directors since 1992. He graduated from Brigham Young University with a degree in Business Finance in 1993.  He was employed by Merrill Lynch before founding a retail golf franchise, Utah Golf Equipment, LLC, in 1993.  He was the owner/operator of this golf business until the time of its sale in 1999.  Mr. Morris then began employment with Eagle Home Mortgage, in its Elko, Nevada, Branch. He held various positions at this firm and was ultimately appointed Branch Manager.  During Mr. Morris’ tenure as Branch Manager, the Elko branch became the most profitable branch of all Eagle Home Mortgage Branches from 2006 through 2009.  In 2004, he established M&P Development, a real estate development company, where he directed the planning and construction of three successful residential subdivisions in Elko, Nevada.  He continues to serve as managing partner of M&P Development.  In January 2010, Mr. Morris joined Bullion Monarch on a full-time basis, serving as CEO of EnShale and Chairman of the Board of Bullion Monarch.  

Larry L. Anderson, 74, holds a Bachelor of Science in Mining Engineering and a PhD in Fuels Engineering, with a minor in Metallurgy, both from the University of Utah. Throughout his prestigious career, he has advised the U.S. Department of Energy and served as a lecturer for NATO Advanced Studies Institute on Fuel Science and Conversion. Currently, he works as Professor Emeritus for the Department of Chemical Engineering, University of Utah. Dr. Anderson is responsible for over 100 research reports and reviews concerning liquefaction and gasification of coal and conversion of plastics, municipal solid waste, agricultural and other wastes into synthetic liquids and gases. Dr. Anderson is credited with co-authoring two volumes related to the production of synthetic fuels from coal and various waste materials.

Robert Morris III, 38, has a Bachelor of Business Finance degree.  From 1999 to 2002, Mr. Morris was a Branch Manager for Enterprise Rent-a-Car, where he oversaw all aspects of the local operation, including inventory, customer service personnel and related duties.  In 2002, he joined Verilease Finance as its Vice President of  Sales.  He successfully managed all equipment leasing activities and employees.  Mr. Morris has been employed by us as Controller since 2005.

Philip Manning, 51, has over 20 years of experience in various sectors of the finance industry. He received his Bachelor of Science degree in Business from Brigham Young University and earned an MBA in International Management from the American Graduate School of International Management in 1984.  His financial management experience is diverse, beginning with employment at companies such as RCA Corporation in their finance department.  In 1984, Mr. Manning joined William Wright Associates, Ltd., an investment advisory firm, where he rose from accountant to Portfolio Manager.  While employed there, Mr. Manning was instrumental in establishing a fund to provide mezzanine financing to small companies.  In this capacity, he served on boards and advisory boards, advising companies in a variety of industries ranging from high tech start-ups, equestrian equipment manufacturing to manufactured home builders.  Beginning in 1990, he spent several years with Merrill Lynch, where he assisted corporate clients with asset management and received honors from Merrill Lynch for outstanding achievement.  In

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1995, Mr. Manning began his own business as a consultant.  In this role, he worked for business clients, including Bullion Monarch in the late 1990’s.  In 1998, he joined Bright Trading, one of the largest proprietary trading firms in the U.S., where he was ultimately appointed Manager of the Draper, Utah Branch Office.  As Branch Manager, he was responsible for the hiring, training and supervising of traders, which he engaged in until 2001.  Mr. Manning continued trading for his own account and in 2005, commenced consulting for business clients once again.  More recently, his consultation business included Bullion Monarch Mining, among other clients.  His work with Bullion was primarily in the Company’s accounting and finance functions. His contributions proved that he would make a valuable addition to the Bullion management team, and led the Company to offer him his current position as CFO.

John DeMara, 42, earned a Master of Accounting degree from Brigham Young University in 1995.  He received his Certified Public Accountant license in 1998.  In January, 1996, he joined Deloitte & Touche, LLP: Tax Consulting and Advisory Services, as a tax consultant.  He worked with clients in the hospitality, high-tech, bio-tech, construction, energy development, real estate and other industries.  He worked full time for Deloitte & Touche until 2002.  In 1996,he founded DeMara Investment Properties: Acquisition and Property Management, which he continues to operate successfully.  Since 2002, Mr. DeMara has continued to consult for Deloitte & Touche LLP: Tax Consulting and Advisory Services, in San Francisco, on a part-time basis.  He has over 12 years of corporate accounting experience in various industries. In addition to being a CPA, Mr. DeMara is a member of the Society of Petroleum Accountants and has experience serving the energy development industry.

Directorships held in other reporting issuers under the Exchange Act

Our officers and directors hold no other positions in any other companies that are reporting issuers under the Exchange Act.

Family Relationships

R. Don Morris and James A. Morris are father and son, respectively; R. Don Morris and Robert Morris III are father and son, respectively; and James A. Morris and Robert Morris III are brothers.

Involvement in Certain Legal Proceedings

During the past 10 years, none of our present or former directors, executive officers or persons nominated to become directors or executive officers or persons who may be deemed to be or have been our promoters, founders or controlling persons, have been subject to any of the following:

(1) A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person ofany of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

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(ii) Engaging in any type of business practice; or

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4) Such person was the subject of any order, judgment or decree, not subsequently reversed,

suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) Any Federal or State securities or commodities law or regulation; or

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We adopted a Code of Ethics a copy of which is attached hereto and incorporated herein by reference.  See Item 15, Exhibit 14.

Audit Committee

We do not have an Audit Committee, and we are not required to have an Audit Committee. We do not believe that the lack of an Audit Committee has had or will have any adverse effect on our consolidated financial statements, based upon current operations; however, our Board of Directors is presently considering adopting an Audit Committee Charter and naming members of an Audit Committee.

Item 6.  Executive Compensation.  

The following table sets forth the aggregate compensation paid by us for services rendered during the periods indicated:

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Salaries or Other Compensation

SUMMARY COMPENSATION TABLE

Name and Principal Position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Nonqualified  Deferred Compensation ($) (h)	All Other Compensation ($) (i)	Total Earnings ($) (j)
R. Don Morris President	2010 2009 2008	187,500 124,917 148,380	113,670					(1)	187,500 127,917 262,050
Peter Passaro Director	2010 2009 2008	34,500   30,862   30,000						9,000	34,500   30,862   39,000
James A. Morris Treasurer	2010 2009 2008	41,000   12,000   12,000						9,000	41,000   12,000   21,000
Larry L. Anderson Director	2010 2009	12,000     7,000							12,000     7,000
Robert Morris III, Secretary	2010 2009	113,000   54,455							113,000   54,455
Philip Manning, Chief Financial Officer	2010	45,000							45,000
John DeMara	2010	2,000	`						2,000

Outstanding Equity Awards

There are no outstanding management equity awards, and there were none outstanding during each of the last two fiscal years.

Compensation of Directors

During the fiscal year ended April 30, 2010, the following directors were paid these sums for service as directors, based upon $500 per month for each director, except Larry L. Anderson, PhD, who received $1,000 per month for service as a director: R. Don Morris, $10,000; James A. Morris, $2,000; Peter Passaro, $2,000; Larry L. Anderson, PhD, $12,000; and John DeMara, $2,000.  During the fiscal year ended April 30, 2009, each director was paid $1,000 per month for service as a director.  All of these sums are included as “Salary” in the Summary Compensation Table above for each director in both years.

We have a Board Member Agreement with Dr. Anderson, only, dated September 12, 2008, which provides for $1,000 per month for services as a director; provides for non-competition, our ownership of all intellectual property, tangible, intangible or otherwise, provided or prepared in connections with his service; reimbursement of reasonable expenses; indemnification of Dr. Anderson for any liability incurred in the faithful performance of his duties; confidentiality respecting all of our proprietary information, inventions and the like, among other miscellaneous provisions. A copy of this Board Member Agreement is filed as an Exhibit to this Form 10.  See Item 15.  We have also verbally agreed to pay Dr. Anderson a $400 per day consulting fee on services he may render at our request, along with up to person daily per diem expense reimbursement of $240 per day.

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Item 7.  Certain Relationships and Related Transactions, and Director Independence.

Transactions with Related Persons

Except as indicated below or under the headings “EnShale Stock Ownership,” in Item 1, “Recent Sales of Unregistered Securities,” in Item 10 and under Item 6, regarding compensation, there were no material transactions, or series of similar transactions, during our last three fiscal years, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year-end for the last three completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.

Transactions with Founders and certain Control Persons

Except as indicated under the heading “Transactions with Related Persons” of this Item above, there were no material transactions, or series of similar transactions, during our last three fiscal years, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded $120,000 and in which any promoter or founder of our or any member of the immediate family of any of the foregoing persons, had an interest.

Parents of the Issuer

We have no parents.

Director Independence

We are not required to have any independent directors serving on our Board of Directors; however, we believe that John DeMara is an independent director, based upon the following definition of NASDAQ, which is quoted below from Rule 5605(a)(2).  Our Board of Directors has adopted this definition of an “independent director,” even though we are not required to have independent directors.

 “(2) ‘Independent Director’ means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. For purposes of this rule, ‘Family Member’ means a person’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home. The following persons shall not be considered independent:

(A) a director who is, or at any time during the past three years was, employed by the Company;

(B) a director who accepted or who has a Family Member who accepted any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following:

(i) compensation for board or board committee service;

(ii) compensation paid to a Family Member who is an employee (other than an Executive Officer) of the Company; or

(iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation.

Provided, however, that in addition to the requirements contained in this paragraph (B), audit committee members are also subject to additional, more stringent requirements under Rule 5605(c)(2).

(C) a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the company as an Executive Officer;

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(D) a director who is, or has a Family Member who is, a partner in, or a controlling Shareholder or an Executive Officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following:

(i) payments arising solely from investments in the Company’s securities; or

(ii) payments under non-discretionary charitable contribution matching programs.

(E) a director of the Company who is, or has a Family Member who is, employed as an Executive Officer of another entity where at any time during the past three years any of the Executive Officers of the Company serve on the compensation committee of such other entity; or

(F) a director who is, or has a Family Member who is, a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

(G) in the case of an investment company, in lieu of paragraphs (A)-(F), a director who is an “interested person” of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940, other than in his or her capacity as a member of the board of directors or any board committee.”

Item 8.  Legal Proceedings

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.

On April 30, 2008, we announced the commencement of a legal action against Newmont to collect additional royalties we believe are owed pursuant to a May 10, 1979 agreement covering the Leeville/East Ore Mine between predecessors of ours and Newmont (the “Leeville/East Ore Mine Agreement” [Exhibit 10.1 in the Exhibit Index, Item 15).  Pursuant to that agreement, we ceased mining and exploration activities in the Lynn Mining District located in Northern Eureka County, Nevada, and in an approximate eight mile radius consisting of an area of interest of approximately 256 square miles surrounding that mining district (the “Area of Interest”).  In return, Newmont (through its predecessor), as claimed by us, agreed to pay us a 1% royalty on any production in the Lynn Mining District and the Area of Interest that was described in that agreement.  The case is pending in the United States District Court for the District of Nevada, styled as “Bullion Monarch Mining, Inc. versus Newmont USA Limited, a Delaware corporation, d/b/a Newmont Mining Corporation, and Does I-X, inclusive.”  The action was brought under a contingency agreement with our attorneys under which they are responsible for all costs, regardless of recovery. The contingency agreement has been modified to provide a cap on the legal fees for the attorneys and to also provide a guaranteed payment to the attorneys for agreeing to modify the original fee.  No assurance can be given that we will be successful in this legal action.

March 4, 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 the Leeville/East Ore Mine Agreement, including the Area of Interest.  It is not clear whether Newmont will attempt to appeal this decision.  Otherwise, the litigation of our claims will continue.  

We announced on July 16, 2009, that we had named Barrick Goldstrike and Barrick Gold Corporation as defendants in our pending litigation against Newmont regarding unpaid royalties from the Area of Interest.  The action was later modified to only include Barrick Goldstrike.  Barrick Goldstrike was joined in the lawsuit because it is believed that Barrick Goldstrike has obligations pursuant to the Leeville/East Ore Mine Agreement to pay us royalties from certain mining properties Barrick entities control in the Area of Interest.  The action against Barrick Goldstrike has been bifurcated into its own case so it would not interfere with progress of the action against

Newmont.  Both cases are still pending.

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Item 9.  Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Information

Historically, there was an established public market for shares of our common stock in the Pink OTC Markets (the “Pink Sheets”) through November, 2002. Commencing in December, 2007, our common stock began being quoted on the OTCBB of FINRA under the trading symbol “BULM,” based upon the Exchange Act reports of Old Bullion.  See the heading “Reorganization” of the caption “Introduction” of Item 1, respecting the “Section 12g-3 “successor issuer” issues that may affect the future trading of shares of our common stock related to the filing of this Form 10 on New Bullion.

For any market that develops for our common stock, the sale of “restricted securities” (common stock) pursuant to Rule 144 of the SEC by members of management or any other person to whom any such securities may be issued in the future may have a substantial adverse impact on any such public market. Present members of management have satisfied the six month holding period of Rule 144 for public sales of their respective holdings in Bullion in accordance with Rule 144.   See the headings “Rule 144” of this Item below and “Recent Sales of Unregistered Securities” Item 10.

The following table sets forth, for the periods indicated, the high and low bid information for the Company’s common stock on the OTCBB since the quarter ended July 31, 2008, through the quarter ended April 30, 2010.These quotations do not reflect actual transactions or retail mark-ups, mark-downs or commissions.

Quarter Ended	High Bid	Low Bid
July 31, 2008	$0.49	$0.22
October 31, 2008	$0.32	$0.18
January 31, 2009	$0.29	$0.08
April 30, 2009	$0.27	$0.10
July 31, 2009	$0.70	$0.22
October 31, 2009	$0.93	$0.40
January 31, 2010	$0.84	$0.59
April 30, 2010	$0.78	$0.511

Rule 144

The following is a summary of the current resale requirements of Rule 144:

	Affiliate or Person Selling on Behalf of an Affiliate	Non-Affiliate (and has not been an Affiliate During the Prior Three Months)
Restricted Securities of Reporting Issuers	During six-month holding period – no resales under Rule 144 Permitted.   After six-month holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements for equity securities, and · Filing of Form 144.	During six- month holding period – no resales under Rule 144 permitted. After six-month holding period but before one year – unlimited public resales under Rule 144 except that the current public information requirement still applies. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.
Restricted Securities of Non-Reporting Issuers	During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements for equity securities, and · Filing of Form 144.	During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.

Holders

The number of record holders of our common stock as of the date of this Form 10 is approximately 3,506; this number does not include an indeterminate number who may hold shares in “street name.”

Dividends

We have not declared any cash dividends with respect to its common stock and do not intend to declare dividends in the foreseeable future. Our future dividend policy cannot be ascertained with any certainty. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any equity compensation or similar plans.

Purchases of Equity Securities by Us and Affiliated Purchasers

As of April 30, 2009, we had a total of 519,300 shares of common stock held as treasury stock.  During the fiscal years ended April 30, 2010, April 30, 2009, and April 30, 2008, we respectively acquired 168,000, 1,550,300 and 41,500 shares valued at cost, for $49,240, $377,401 and $26,799, respectively.  We retired 1,080,000 of treasury shares valued at $276,986 during the fiscal year ended April 30, 2009.  We account for treasury stock within the cost method. All of these shares have been retired.  

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On January 21, 2010, James A. Morris, our Chairman of the Board and Treasurer, purchased 8,500 in the open market at $0.60 per share for $5,100; 4920 shares at $0.63 per share for $3,099; 4,900 shares at $0.67 per share for $3,283; and 1,680 at $0.685 per share for $1,152, for a total purchase of 20,000 shares.

Item 10.  Recent Sales of Unregistered Securities

During the last three years, we issued the following unregistered securities:

To whom	Date	Number of shares	Consideration
Robert Morris III	01/31/2008	100,000	Services valued at $0.05 per share
George Harris	01/31/2008	75,000	Services valued at $0.05 per share
Leonard W. Burningham, Esq.	01/31/2008	50,000	Services valued at $0.05 per share

We issued all of these securities to persons who were “accredited investors” as that term is defined in Regulation D of the SEC; and each such investor had prior access to all material information about us as each is and was then a director or executive officer or attorney for us.  We believe that the offer and sale of these securities were exempt from the registration requirements of the Securities Act, pursuant to Sections 4(2) and 4(6) thereof, and Rule 506 of Regulation D of the SEC.  Sales to “accredited investors” are preempted from state regulation.

Use of Proceeds of Registered Securities

We had no proceeds from the sale of registered securities during the periods covered by this Form 10 or the fiscal periods reported in our consolidated financial statements that accompany this Form 10.

Item 11.  Description of Registrant’s Securities to be Registered

We are registering our common stock under this Form 10.

Common Stock

We are authorized to issue is 110,000,000 shares, divided into two classes: (i) 100,000,000 shares of common voting stock of a par value of one mill ($0.001) per share; and (ii) 10,000,000 shares of preferred stock of a par value of one mill ($0.001) per share, which shall have such rights and preferences as the Board of Directors shall determine. Fully paid stock of this corporation shall not be liable to any further call or assessment.  We have 38,686,210 shares outstanding as of July 15, 2010.

The holders of our common stock are entitled to one vote per share on each matter submitted to a vote at a meeting of our stockholders.  Our shareholders have no pre-emptive rights to acquire additional shares of our common stock or other securities; nor shall our shareholders be entitled to vote cumulatively in the election of directors or for any other purpose.  Our common stock is not subject to redemption rights and carries no subscription or conversion rights.  All shares of our common stock now outstanding are fully paid and non-assessable.

For additional information regarding our common stock, see our Articles of Incorporation that are filed as an Exhibit hereto and incorporated herein by reference.  See Item 15.

For additional information on the requirement that rights holders of Old Bullion that were former shareholders of Old Bullion prior to its administrative dissolution by the Utah Department of Commerce and prior to our reorganization with Old Bullion that was completed on September 26, 2006, see the heading “Reorganization” of the caption “Introduction” of Item 1.  These rights holders that do not exchange their Old Bullion rights in Old Bullion by exchanging their Old Bullion stock certificates for a like number of shares of our common stock by September 26, 2011, will have their respective rights in Old Bullion and consequently in our shares of common stock, cancelled.

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Item 12.  Indemnification of Directors and Officers

Utah Law

Section 16-10a-902 (1) of the Utah Revised Business Corporation Act authorizes a Utah corporation to indemnify any director against liability incurred in any proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 16-10a-902 (4) prohibits a Utah corporation from indemnifying a director in a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in a proceeding in which the director was adjudged liable on the basis that he or she improperly received a personal benefit.   Otherwise, Section 16-10a-902 (5) allows indemnification for reasonable expenses incurred in connection with a proceeding by or in the right of a corporation.

Unless limited by the Articles of Incorporation, Section 16-10a-905 authorizes a director to apply for indemnification to the court conducting the proceeding or another court of competent jurisdiction.   Section 16-10a-907 (1) extends this right to officers of a corporation as well.

Unless limited by the Articles of Incorporation, Section 16-10a-903 requires that a corporation indemnify a director who was successful, on the merits or otherwise, in defending any proceeding to which he or she was a party against reasonable expenses incurred in connection therewith.   Section 16-10a-907 (1) extends this protection to officers of a corporation as well.

Pursuant to Section 16-10a-904(1), the corporation may advance a director’s expenses incurred in defending any proceeding upon receipt of an undertaking and a written affirmation of his or her good faith belief that he or she has met the standard of conduct specified in Section 16-10a-902.   Unless limited by the Articles of Incorporation, Section 16-10a-907 (2) extends this protection to officers, employees, fiduciaries and agents of a corporation as well.

Regardless of whether a director, officer, employee, fiduciary or agent has the right to indemnity under the Utah Revised Business Corporation Act, Section 16-10a-908 allows the corporation to purchase and maintain insurance on his or her behalf against liability resulting from his or her corporate role.

Articles of Incorporation

There are no provisions in our Articles of Incorporation that protect or indemnify our officers and directors beyond what is permitted in the General Corporation Law of the State of Utah.

Bylaws

Sections 8.01, 8.02, 8.03 and 8.04, Article VIII of our Bylaws states the following with regard to indemnification of Directors and Officers:

Section 8.01  Indemnification:  Third Party Actions.  The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good

45

faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.

Section 8.02  Indemnification:  Corporate Actions.  The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such a person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 8.03  Determination.  To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.  Any other indemnification under Sections 8.01 and 8.02 hereof, shall be made by the corporation upon a determination that indemnification of the officer, director, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof.  Such determination shall be made either (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or (ii) by independent legal counsel on a written opinion; or (iii) by the shareholders by a majority vote of a quorum of shareholders at any meeting duly called for such purpose.

Section 8.04  General Indemnification.  The indemnification provided by this Section shall not be deemed exclusive of any other indemnification granted under any provision of any statute, in the corporation's Articles of Incorporation, these Bylaws, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs and legal representatives of such a person.

Section 8.05, Article VIII of our Bylaws, states the following with regard to indemnification: Advance of Expenses for Directors and officers:

Section 8.05  Advances.  Expenses incurred in defending a civil or criminal action, suit, or proceeding as contemplated in this Section may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon a majority vote of a quorum of the Board of Directors and upon receipt of an undertaking by or on behalf of the director, officers, employee, or agent to repay such amount or amounts unless if it is ultimately determined that he or she is to indemnified by the corporation as authorized by this Section.

Section 8.06, Article VIII of our Bylaws, states the following with regard to indemnification: Scope for Directors, Officers, employees or agents:

Section 8.06  Scope of Indemnification.  The indemnification authorized by this Section shall apply to all present and future directors, officers, employees, and agents of the corporation and shall continue as to such persons who ceases to be directors, officers, employees, or agents of the corporation, and shall inure to the benefit of the heirs, executors, and administrators of all such persons and shall be in addition to all other indemnification permitted by law.

Section 8.07, Article VII of our Bylaws, states the following with regard to indemnification: Insurance:

46

Section 8.07.  Insurance.  The corporation may purchase and maintain insurance on behalf of any person who is or was a director, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against any such liability and under the laws of the state of incorporation, as the same may hereafter be amended or modified.

Item 13.  Financial Statements and Supplementary Data

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Report of Independent Registered Public Accounting Firm and Financial Statements

April 30, 2010 and 2009

Table of Contents

	Page
Report of Independent Registered Public Accounting Firm	48
Consolidated Balance Sheet as of April 30, 2010 and 2009	49
Consolidated Statements of Income for the years ended April 30, 2010 and 2009	50
Consolidated Statements of Stockholders’ Equity for the years ended April 30, 2010 and 2009	51
Consolidated Statements of Cash Flows for the years ended April 30, 2010 and 2009	52
Notes to Consolidated Financial Statements	53

47

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Bullion Monarch Mining, Inc

Orem, Utah

We have audited the accompanying consolidated balance sheet of Bullion Monarch Mining, Inc. and subsidiaries as of April 30, 2010 and 2009, and the related consolidated statements of income, shareholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of our internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bullion Monarch Mining, Inc. and subsidiaries as of April 30, 2010 and 2009, and the results of operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/Mantyla McReynolds, LLC

Mantyla McReynolds, LLC

Salt Lake City, UT

July 15, 2010

48

BULLION MONARCH MINING, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

April 30, 2010 and 2009

			2010	2009
ASSETS
Current Assets
	Cash and cash equivalents		$              459,505	$        1,135,755
	Royalty receivables		398,808	148,865
	Prepaid expenses		47,985	19,075
	Inventories		80,290	80,290
	Deposits		1,000	1,000
	Employee advances		5,321	3,500
	Income taxes receivable		19,648	-
	Payroll tax receivable		476	3,860
	Total current assets		1,013,033	1,392,345
Property, Plant, and Equipment, net			2,498,841	1,717,466
Other Assets
	Mining properties, at cost		273,071	273,071
	Notes receivable		101,967	75,000
	Oil shale leases		9,669	9,669
	Other Investments		257,555	109,040
	Deferred tax asset		501,845	-
	Patent, net		367,188	398,435
	Other		10,000	18,000
	Total other assets		1,521,295	883,215
		Total assets	$           5,033,169	$        3,993,026
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
	Accounts payable		$              416,024	$           107,525
	Income taxes payable		556	94,290
	Total current liabilities		416,580	201,815
Long-term Liability – Deferred tax liability			-	19,635
	Total liabilities		416,580	221,450
Stockholders’ Equity
	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
	38,686,210 issued and outstanding as of April 30, 2010 and
	39,366,010 issued and 38,854,210 outstanding as of April 30,
	2009		38,686	39,366
	Additional paid-in capital		1,427,464	1,444,352
	Less treasury stock			(127,215)
	Accumulated other comprehensive loss		74,855	(8,005)
	Retained Earnings since September 27, 2006
	($3,632,043 accumulated deficit eliminated)		3,529,526	2,751,368
	Total Bullion stockholders’ equity		5,070,531	4,099,866
	Non-controlling interests		(453,942)	(328,290)
	Total stockholders’ equity		4,616,589	3,771,576
		Total liabilities and stockholders’ equity	$           5,033,169	$        3,993,026

See accompanying notes to financial statements.

49

See accompanying notes to financial statements.

BULLION MONARCH MINING, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

For the Years Ended April 30, 2010 and 2009

		2010	2009
Royalty Revenue		$     5,214,603	$     3,799,890
Operating Expense
	General and administrative	2,113,996	1,098,223
	Gold tax	259,730	189,002
	Research and development	451,733	382,578
Total Operating Expenses		2,825,459	1,669,803
Operating Income		2,389,144	2,130,087
Other Income (Expense)
	Other Income (expense)	-	2,500
	Interest Income	4,725	19,600
	Loss from joint venture	(1,593,235)	-
	Loss on investment	(57,255)	-
Total Other Income (Expense)		(1,645,765)	22,100
Net Income Before Income Taxes		743,379	2,152,187
Provision (Benefit) For Income Taxes		(68,014)	462,491
Net Income		811,393	1,689,696
Plus:  Net Loss Attributable to Noncontrolling Interests		125,652	93,361
Net Income Attributable to Bullion Stockholders		937,045	1,783,057
Other Comprehensive Income (Loss)
	Change in unrealized gain (loss) on marketable securities	82,861	(16,108)
Net Comprehensive Income		$     1,019,906	$     1,766,949
Net Income Per Share – Basic and Diluted		$               0.02	$               0.04
Weighted Average Shares Outstanding		38,690,534	39,922,080

See accompanying notes to financial statements.

50

BULLION MONARCH MINING, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the years ended April 30, 2010 and 2009

		Common   Shares   Issued			Common Stock			Treasury Stock			Additional Paid in Capital			Accumulated Other Comprehensive Income			Retained Earnings			Non-controlling Interest			Net Shareholders’ Equity
Balance, April 30, 2008	40,446,010		$	40,446		$	(26,800)		$	1,465,477		$	8,103		$	1,217,388		$	(234,929)		$	2,469,685
Purchase of treasury stock	-			-			(377,401)			-			-			-			-			(377,401)
Retirement of treasury stock	(1,080,000)			(1,080)			276,986			(26,829)			-			(249,077)			-			-
Contribution of Capital from use of Pre-Reorg NOL Benefit	-			-			-			5,704			-			-			-			5,704
Unrealized loss on investment, net of tax	-			-			-			-			(16,108)			-			-			(16,108)
Net income for the year ended April 30, 2009	-			-			-			-			-			1,783,057			(93,361)			1,689,696
Balance, April 30, 2009	39,366,010		$	39,366		$	(127,215)		$	1,444,352		$	(8,005)		$	2,751,368		$	(328,290)		$	3,771,576
Purchase of treasury stock	-			-			(49,240)			-			-			-			-			(49,240)
Retirement of treasury stock	(679,800)			(680)			176,455			(16,888)			-			(158,887)			-			-
Unrealized loss on investment, net of tax	-			-			-			-			82,861			-			-			82,861
Net income for the year ended April 30, 2010	-			-			-			-			-			937,045			(125,652)			811,393
Balance, April 30, 2010	38,686,210		$	38,686		$	-		$	1,427,464		$	74,856		$	3,529,526		$	(453,942)		$	4,616,590

See accompanying notes to financial statements.

51

BULLION MONARCH MINING, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended April 30, 2010 and 2009

			2010	2009
Cash Flows from Operating Activities:
	Net income		$               811,393	$            1,689,696
	Adjustments to reconcile net income to net cash from
	operating activities:
	Loss from joint venture		1,593,235	-
	Loss on investment		57,255	-
	Depreciation		57,838	37,411
	Amortization		31,247	31,252
	Deferred income taxes		(570,701)	24,390
	Pre quasi-reorganization tax benefit		-	5,704
	(Increase) decrease in royalties receivable		(249,943)	112,220
	(Increase) in income tax receivable		(19,648)	-
	Decrease in payroll tax receivable		3,384	346
	(Increase) in prepaid expenses		(28,910)	(12,443)
	(Increase) in inventories		-	(80,290)
	(Increase) in deposits		-	(1,000)
	(Increase) in employee advances		(1,821)	-
	(Increase) in interest accrued on notes		(1,967)	-
	(Decrease) in income taxes payable		(93,734)	(155,769)
	Increase in accounts payable		308,499	83,922
	(Decrease) in accrued liabilities		-	(83,595)
		Net cash from operating activities	1,896,127	1,651,844
Cash Flows from Investing Activities:
	Purchase of property, plant, and equipment		(839,213)	(1,417,534)
	Issuance of notes receivable		(100,000)	(75,000)
	Proceeds from other assets		8,000	17,167
	Purchase of investment		(57,255)	-
	Purchase of interest in joint venture		(167,765)	-
	Funding of exploration of joint venture		(1,350,470)	-
	Purchase of securities		(16,434)	(5,000)
	Purchase of other assets		-	(15,000)
		Net cash used in investing activities	(2,523,137)	(1,495,367)
Cash Flows From Financing Activity:
	Purchase of treasury stock		(49,240)	(377,401)
		Net cash used in financing activities	(49,240)	(377,401)
Net Increase (Decrease) in Cash			(676,250)	(220,924)
Cash at Beginning of Period			1,135,755	1,356,679
Cash at End of Period			$               459,505	$            1,135,755
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest			$                           -	$                           -
Cash paid during the period for taxes			$               616,275	$               588,166

   Non-cash investing and financing activities:

     During the year ended April 30, 2010, the Company retired 679,800 shares of treasury stock, reducing the par value

       of common stock by $680, additional paid-in capital by $16,888 and retained earnings by $158,887.

     During the year ended April 30, 2010, the Company cancelled the $75,000 note receivable that was outstanding as of

       April 30, 2009, in exchange of a capital interest in a joint venture (see Note 6).

See accompanying notes to financial statements.

52

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 1

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Organization

Bullion Monarch Company (sometimes referred to herein as “Old Bullion”) was incorporated in the State of Utah on May 13, 1948.  In 1999, Old Bullion was administratively dissolved by the State of Utah for inadvertently failing 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 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 Old Bullion for a like number of shares in New Bullion that each such shareholder previously owned in Old Bullion.  The reorganization process was completed on March 31, 2005, by an order of the Third Judicial District Court (“Court Proceedings”) in and for Salt Lake County, State of Utah, and, following the reorganization process, a fairness hearing (the “Fairness Hearing”) was conducted by the Utah Division of Securities (the “Division”) on September 27, 2006, where the reorganization was approved following prior notice to the Old Bullion shareholders in the form of an Information Statement reviewed by the Division and 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.

After undergoing the process described above, our management and legal counsel believed that New Bullion was a 12g-3 “successor issuer” to Old Bullion under the Exchange Act of 1934, as amended.  Consequently, no Form 15 was filed on Old Bullion; New Bullion did not file a Form 10 Registration Statement; and New Bullion recommenced to file reports for Old Bullion with the Securities and Exchange Commission (the “SEC”), commencing with a 10-KSB Annual Report for the fiscal year ended April 30, 2006, which contained audited consolidated balance sheets as of April 30, 2006, and 2005, and related consolidated statements of operations, stockholders’ equity,  and cash flows for the fiscal years ended April 30, 2006, 2005 and 2004. 

Subsequently, the SEC determined that New Bullion did not meet the technical requirements as a 12g-3 “successor issuer.”  After extensive research by us, our consulting accountants and legal counsel, and various discussions and correspondence with the SEC in respect of these issues, the SEC indicated that Bullion’s transition from Old Bullion to New Bullion can be handled, from an accounting perspective, as a quasi-reorganization, as suggested by Bullion.  The SEC requested that Old Bullion file a Form 15 to end its reporting status under the Exchange Act and that New Bullion file a Form 10 to become a “reporting issuer” under the Exchange Act. Based upon Bullion’s view of the Court Proceedings and the Fairness Hearing, under 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 liabilities of Old Bullion; and all shareholders who have purchased shares in Bullion will continue to be Bullion shareholders, but under New Bullion.  These changes were procedural in nature and will have no impact on Bullion’s current business plans or its day-to-day business operations.

53

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 1

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(a)

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 and Brazil (See Note 6 for discussion on expansion into Brazil).  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.

(b)

Consolidation

The 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.

(c)

Basis of Presentation

Certain amounts for 2009 have been revised to conform to the 2010 presentation pursuant to the Company adoption of FASB Accounting Standards Codification (ASC) 810 which requires noncontrolling interests to be classified as a separate component of net income and stockholders’ equity.  The adopted ASC 810 guidance is effective for the Company’s fiscal year beginning May 1, 2009.

(d)

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with United States generally accepted accounting principles (GAAP) 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 and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

(e)

Cash

For purposes of the statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.  The Company had $471,678 of cash in banks as of April 30, 2010.  Of that amount, none exceeds the Federal Deposit Insurance Corporation (FDIC) insured limit of $250,000.

(f)

Inventories

Inventories consist of ore and are carried at the lower of cost (first in first out) or market.

54

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 1

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(g)

Royalty Revenue

The Company recognizes revenues in accordance ASC 605, which clarifies application of U. S. generally accepted accounting principles to revenue transactions.  Revenue is recognized as earned; persuasive evidence of an agreement exists, as precious metals are mined and the risks and rewards have been transferred (and sold on the market), prices are fixed or determinable, and cash collections are reasonably assured.  

Royalty Revenue is recognized as estimated ore deposits are sold by the lessee.  Adjustments to estimates are recorded at final settlement with the buyer of the ore.   

(h)

Royalty Receivables

Royalty receivables include certain amounts due from mining lessees.  The Company records the receivable once ore deposits have been mined and sold on the market.  In general, initial payment is based upon provisional royalties calculated using ounces of gold and silver shipped.  Final royalties are paid when final settlement is made by buyers.  The Company believes all amounts are fully collectible and therefore has not recorded an allowance for doubtful accounts.  The Company charges off and expenses uncollectible accounts when management estimates no possibility of collecting the related receivable.  The Company considers royalty receivables to be past due or delinquent based on contractual payment terms.

(i)

Impairment of Patents

The Company reviews long-lived assets, at least annually, to determine if impairment has occurred and whether the economic benefit of the asset (fair value for assets to be used and fair value less disposal costs for assets to be disposed) is expected to be less than the carrying value.  Triggering events, which signal further analysis, consist of a significant decrease in the asset’s market value, a substantial change in the use of an asset, a significant physical change in the asset, a significant change in the legal or business climate that could affect the asset, an accumulation of costs significantly in excess of the amount originally expected to acquire or construct the asset, or a history of losses that imply continued losses associated with assets used to generate revenue.  No such adjustments were required for the fiscal years ended April 30, 2010 and 2009.

(j)

Investments

As of April 30, 2010, the Company owns 1,000,000 common shares of Gold Mountain Exploration and Development Company (Gold Mountain), which approximates a ten-percent (10%) interest.  The Company also owns 1,651,000 common shares of Sydney Resource Corporation Company, which is approximately a ten-percent (10%) interest.  The Company accounts for these investments as “available-for-sale” and records each of the investments at fair market value with an associated adjustment, if necessary, as an unrealized gain or loss (see Note 10).   

55

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 1

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(k)

Property and Equipment and  Mining Properties

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation and amortization.  Assets are depreciated using the straight-line method over their estimated useful lives ranging from three to five years and not to exceed 40 years for buildings.

Royalty Interest in Mineral Properties

Royalty interests in mineral properties include acquired royalty interests in production stage and development stage properties.  In accordance with the guidance in ASC 805-20-55-37, the fair value of acquired royalty interests in mineral properties is capitalized as tangible assets.

Acquisition costs of production stage royalty interests are depleted using the units of production method over the life of the mineral property, which is estimated using proven and probable reserves.  Acquisition costs of royalty interests on exploration stage mineral properties, where there are no proven and probable reserves, are not amortized.  At such time as the associated exploration stage mineral interests are converted to proven and probable reserves, the cost basis is amortized over the remaining life of the mineral property, using proven and probable reserves.  The carrying values of exploration stage mineral interests are evaluated for impairment at such time as information becomes available indicating that the production will not occur in the future.  

Impairment of Long-Lived Assets

The Company reviews long-lived assets, at least annually, to determine if impairment has occurred and whether the economic benefit of the asset (fair value for assets to be used and fair value less disposal costs for assets to be disposed of) is expected to be less than the carrying value.  Triggering events, which signal further analysis, consist of a significant decrease in the asset’s market value, a substantial change in the use of an asset, a significant physical change in the asset, a significant change in the legal or business climate that could affect the asset, an accumulation of costs significantly in excess of the amount originally expected to acquire or construct the asset, or a history of losses that imply continued losses associated with assets used to generate revenue.  No such adjustments were required for the fiscal years ended April 30, 2010 and 2009.

Exploration and Development Costs

In general, exploration 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.  

(l)

Fair Values of Financial Instruments

The fair value of the Company’s cash and cash equivalents, accounts receivable, and accounts payable approximates the carrying amount due to the short duration of these accounts.

56

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 1

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(m)

Income Taxes

The Company applies the guidance in ASC 740 which requires an asset and liability approach for financial accounting and reporting for income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. 

ASC 740 clarifies the accounting and disclosure for uncertainty in tax positions, as defined.  ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes.  The Company is subject to the provisions of ASC 740 and has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions.  The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow.  Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740.  

(n)

Mineral Taxes

The Company pays a minerals tax to the state of Nevada.  The Company’s policy is to record royalties prior to the deduction for the mineral tax and to record the mineral tax as an expense.  During the years ended April 30, 2010 and 2009, the Company included $259,730 and $189,002, respectively, of this mineral tax in gold tax expenses.

(o)

Net Income Per Share

The Company computes basic income per share by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period.  Diluted net income per share reflects the dilution of potential common shares outstanding such as stock options and unvested restricted stock during the period using the treasury stock method.  Basic and diluted earnings per share are equal because the Company does not have stock options or other common share equivalents.

(p)

Impact of New Accounting Standards

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 FAS 166 to have an impact on the Company’s results of operations, financial condition or cash flows.

57

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 1

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(p)

Impact of New Accounting Standards (Continued)

SFAS 167 Amendments to FASB Interpretation No. 46(R) (June 2009)

SFAS 167, which has been codified into ASC Topic 810, is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including 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 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, 2009. 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.

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

FAS 168, which has been codified into ASC Topic 105, will become 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 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 Company does not expect the adoption of SFAS 168 to have an impact on the Company’s results of operations, financial condition or cash flows.

Accounting Standards Update No. 1010-06: Editorial and maintenance update 2010-06  

In January 2010, the FASB issued authoritative guidance requiring new disclosures and clarifying some existing disclosure requirements about fair value measurement.  Under the new guidance, a reporting entity should (a) disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers, and (b) present separately information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements using significant unobservable inputs.  This guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements.  Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.  The new guidance requires only enhanced disclosures and the Company does not expect this guidance to have a material impact on its consolidated financial statements.

58

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 2

INCOME TAXES

Below is a summary of deferred tax asset and liability calculations.  A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized.  

	2010		2009
Deferred Tax Assets
Available for Sale Securities	$	-	$	4,755
Foreign Exploration Costs		534,321		-
Loss on Investment		21,335		-
Long-term Lease		6,539		4,693
Net Operating Losses		429,245		429,245
Valuation Allowance		(429,245)		(429,245)
Net Deferred Tax Asset		562,195		9,448
Deferred Tax Liabilities
Available for Sale Securities		(44,462)		-
Property, Plant, & Equipment		(15,888)		(29,083)
Net Deferred Tax Liability		(60,350)		(29,083)
Net Deferred Taxes	$	501,845	$	(19,635)

During 2010 and 2009, the amount of income tax expense (benefit) allocated to other comprehensive income totaled $49,217 and ($9,936), respectively.

The provision for income taxes consists of the following:

	2010		2009
Current Taxes
Federal	$	460,693	$	421,878
State		41,994		16,223
Deferred Taxes
Federal		(520,725)		22,254
State		(49,976)		2,136
Provision for Income Taxes	$	(68,014)	$	462,491

59

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 2

INCOME TAXES (CONTINUED)

Reconciliation between federal income taxes at the statutory tax rate (35%) and the actual income tax provision for continuing operations follows:

	2010		2009
Expected provision (based on statutory rate)	$	260,182	$	753,266
Effect of:
Federal benefit of state taxes		(14,278)		-
Net operating losses		-		(25,183)
Pre-reorg NOL benefit		-		5,704
Permanent tax deductible differences		(318,932)		(242,259)
Effect adjustment tax accrual adjustment		-		(50,575)
Effect of research credit		(16,673)		(25,360)
State income tax		29,121		70,240
Effective rate difference		(7,434)		(23,342)
Change in valuation allowance		-		-
Total actual provision/(benefit)	$	(68,014)	$	462,491

The Company’s subsidiary has the following operating loss carryforwards available at April 30, 2010:

Date of Operating Loss		Year of Expiration	Balance of Loss
4/30/2006		4/30/2026	$	351,426
4/30/2007		4/30/2027		217,449
4/30/2008		4/30/2028		657,538
	Total NOL Carryforward		$	1,226,413

As mentioned in Note 1 (m), the Company has adopted the provisions of ASC 740.  This adoption did not result in any adjustments to deferred tax assets or liabilities.  We did not identify any material uncertain tax positions of the Company on returns that have been filed or that will be filed.  

A reconciliation of our unrecognized tax benefits for 2010 is presented in the table below:

                Balance as of May 1, 2009

                $      -

                Additions based on tax positions related to the current year

        -

                Additions based on tax positions related to prior year

                        -

                Reductions for tax positions of prior year

        -

                Reductions due to expiration of statute of limitations

        -

                Settlements with taxing authorities

        -

                Balance as of April 30, 2010

$      -

60

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 2

INCOME TAXES (CONTINUED)

The Company has filed income tax returns in the United States.  All years prior to 2002 are closed by expiration of the statute of limitations.  The years ended April 30, 2003 through April 30, 2006, will close by expiration of the statute of limitations September 2010.  The years ended April 30, 2007 through April 30, 2009 are open for examination.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.  During the year ended April 30, 2010 and 2009, the Company recognized no interest and penalties. The Company had no payments of interest and penalties accrued at April 30, 2010 and 2009, respectively.

NOTE 3

TREASURY STOCK

As of April 30, 2010, the Company had no shares of common stock held as treasury stock.  During the years ended April 30, 2010 and 2009, the Company acquired 168,000 and 1,550,300 common shares valued at cost, for $49,240 and $377,401, respectively.  The Company retired 679,800 of treasury shares valued at $176,455 during the year ended April 30, 2010. The Company accounts for treasury stock using the cost method.   

During February 2010, the Company’s Board of Directors authorized a $1 million share repurchase program.  The Company plans 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

NOTE 4

CONCENTRATIONS

During the year ended April 30, 2010, the Company received 99% of its royalty revenues from a single entity.  As of April 30, 2010, the total royalty receivable balance of $398,808 was due from this entity.  Should this entity experience any difficulties, the Company could be severely impacted, including a loss of all material income.

NOTE 5

NON-CONTROLLING INTEREST/INTERCOMPANY TRANSACTIONS

Bullion originally owned 100% of EnShale Inc.’s common stock.  On March 10, 2006, however, the Company agreed to issue shares to the officers of EnShale Inc. in lieu of compensation.  The Company issued 8,000,000 shares of EnShale Inc. common stock (equivalent to $264,000 or $0.033 per share) to the officers for compensation.  On April 30, 2008, EnShale Inc. issued 20,000,000 shares of its common stock to Bullion for the purchase of oil shale leases.  As of April 30, 2010, Bullion owned 80% of EnShale Inc.

As of April 30, 2010, EnShale Inc. owed Bullion $4,019,253 for funds advanced.  In addition, EnShale Inc. also owed Bullion $225,130 in accrued interest.  Bullion loaned EnShale Inc. the cash so EnShale Inc. could pay its operating expenses and construction of demonstration and testing plant.  Both the short-term loan and accrued interest were eliminated in these consolidated financial statements.

61

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 6

MINING PROPERTIES AND MINERAL LEASES

Royalty Properties

Newmont Bullion Royalty Claim Block

Leeville Mine:  This property is located in Eureka County, Nevada, in the Carlin Trend, sections 1, 2, 10, 11, and 12 of Township 35 North, Range 50 East and is accessed via improved paved roads.  The property is currently being mined and Bullion is receiving a continuing one-percent (1%) gross smelter return royalty.  We have claimed that this 1% royalty as defined in the May 10, 1979, Leeville/East Ore Mine Agreement also applies to an area of interest.  Based upon statements attributed to Newmont’s Leeville Mine manager in an article in the Mining Quarterly Winter 2009-2010 issue, Bullion management believes that the Leeville Mine, which accounts for the vast majority of Bullion’s royalty revenue, has a mine life of at least 10 plus years at full production, which, according to Newmont, was reached in 2008.  The Leeville Mine reached full production in August 2008 and royalties from this period were included in revenue for the year ended April 30, 2009, which totaled $3,799,890. The fiscal year ended April 30, 2010, was the first complete year in which the Leeville Mine operated at full production, which contributed substantially all of Bullion’s total royalty revenue of $5,214,603.  The properties are carried on our consolidated balance sheets at April 30, 2010 and 2009, at their historical cost of $360.  

East Ore Body Mine: This property is located in Eureka County, Nevada, in the Carlin Trend, sections 1, 2, 10, 11, and 12 of Township 35 North, Range 50 East and is accessed via improved paved roads.  The property is currently being mined and Bullion is receiving a continuing one-percent (1%) gross smelter return royalty.  We have claimed that this 1% royalty as defined in the May 10, 1979, Leeville/East Ore Mine Agreement also applies to an area of interest.  The East Ore Body Mine continues to produce small amounts of gold attributable to our royalty.  During the past year royalties to Bullion from this mine totaled approximately $48,000. Mine life and future production are unavailable from Newmont at this time.  

North Pipeline:  This property is located in Lander County, Nevada, Township 29 North, Range 47 East and is accessed via improved paved roads.  This property was purchased on June 6, 1979 Currently, an unaffiliated mining company, Nevada Rae Gold, has been given rights to mine gold from the placer deposits (the top gravel layer) on this property. We have an advanced guaranteed royalty of $22,500 minimum per year.  The production royalty is $0.50 per yard of ore processed or 4% of net profit, whichever is greater.  No estimates have been made on the mineral deposits on the land

Maggie Creek:  This property is located in Eureka County, Nevada, seven (7) miles north of Carlin City, Nevada, and is accessed via improved paved roads.  Bullion’s interest in this property is future three-percent (3%) royalty income from operations performed by others mining this property.  No operations have commenced on this property.  Reserve estimates on this property, if any, are not available to us.  The value of this property was derived from the exploration and development costs as described in Note 1(k) as well as the par value of stock issued to another company in exchange for their assets, of which the Maggie Creek property (jointly owned by Bullion and the other company) was the primary asset.

62

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 6

MINING PROPERTIES AND MINERAL LEASES (CONTINUED)

Other Properties

Bom Jesus:  This property is located in Para, Brazil. This property is accessible by air or river transportation.  During the year ended April 30, 2010, the Company agreed to a Letter of Intent that outlined the terms of participation in a joint venture to develop the Bom Jardim and Bom Jesus mining properties.  The properties were held in a subsidiary of Dourave Mining and Exploration Inc. (Dourave).  The Company forwarded monies to Dourave during the year ended April 30, 2010, with the expectation to obtain a future 33.3% capital interest in the legal entity that was to be organized to own the properties.  Monies were also forwarded to pay for certain exploration costs.   

During June 2010, the long process of forming the required Brazilian legal entity and getting it registered with the Brazilian government was finally completed with the registration of Dourave-Bullion Mineracao E Exploracao Mineral Ltda (DBM),  DBM is the Brazilian entity that will own and manage the Bom Jesus and Bom Jardim mining properties and will perform the exploration.  Also in June 2010, the Company executed the legal documents to formally organize Dourave-Bullion Limited Partnership (a Utah limited partnership), the joint venture entity that will own DBM.   The Dourave subsidiary is now in the process of formally contributing the Bom Jardim and Bom Jesus mining properties to DBM.  Bullion’s 33.3% interest in Dourave-Bullion Limited Partnership was formally obtained and valued at $167,765, which amount represents the final valuation for Bullion’s 33.3% interest in the Bom Jardim and Bom Jesus mining properties.  The Company has the right to convert its 33.3% interest in the Dourave-Bullion Limited Partnership for a 4.5% net smelter return royalty from the production of the mining properties.

In addition to the $167,765 capital contribution commitment, the Company agreed to fund certain exploration activities of DBM and has forwarded $1,425,470 as of April 30, 2010.  The Company’s total unpaid exploration funding commitment at April 30, 2010, totaled $406,765, which is expected to be paid-in-full by August 2010.    

The Company accounts for this investment utilizing the equity method.  For the year ended April 30, 2010, the Company’s capital contribution of $167,765 has been recorded in the consolidated statement of income as a loss from joint venture.  The Company’s exploration funding of $1,425,470 has also been recorded in the consolidated statement of income as a loss from joint venture.

DBM’s management decided to focus the majority of its exploration efforts on the Bom Jesus property.  Of the $1,593,235 expended through April 30, 2010, approximately $1.1 million was used to explore Bom Jesus.  DBM has completed its initial phase of exploration on the Bom Jesus property which included: geochemical and geophysical exploration and a 2212.05 meter diamond drilling program.  DBM’s focus was to determine the source of coincident geochemical, geophysical and geological anomalies and the potential for an economic gold and polymetallic resource. DBM is now awaiting results from the testing of core samples taken from the mining claims referenced above.   Upon analysis of the results, DBM will determine the next steps to be taken on the Bom Jesus Property.  

63

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 6

MINING PROPERTIES AND MINERAL LEASES (CONTINUED)

Other Properties (continued)

Bom Jardim:  This property is also located in Para, Brazil. This property is accessible by air or river transportation (see history and explanation of the Bom Jardim and Bom Jesus properties under Bom Jesus, above).   Of the $1,593, 235 expended through April 30, 2010, on the Bom Jesus and Bom Jardim properties, approximately $500,000had been allocated to work on the Bom Jardim property.As of June 2010, DBM had conducted geochemical and geophysical surveys on the Bom Jardim property, which is currently being analyzed for a potential diamond drilling program in the future.

Ophir:  This property is located in Tooele County, Utah, Township 5 North, and Range 4 and is accessed via improved, unpaved roads.  This property was purchased in two transactions during the 1970s.  The property consists of a 100% interest in five patented claims located in Tooele County, Utah, the Commodore, Prince of Wales, Prince of Wales #2, Prince of Wales #4 and Prince of Wales #5 claims. No operations have commenced on this property and no estimates of the mineral deposits have been made.

EnShale Oil Shale Property:

ML50142:  The property covered under this mineral lease is located in Uinta County, Utah, T8S, R25E, SLB&M and is 1,278.04 acres.  Access to this location is via a dirt road.  The lease was purchase on December 1, 2005, and has an initial period of ten (10) years and may be renewed.  No operations have commenced within the area covered by this lease

ML50145:  The property covered under this mineral lease is located in Uinta County, Utah, T9S, R24E, SLB&M and is 866.47 acres.  Access to this location is via a dirt road.  The lease was purchase on December 1, 2005, and has an initial period of ten (10) years and may be renewed.  No operations have commenced within the area covered by this lease.

ML50146:  The property covered under this mineral lease is located in Uinta County, Utah, T9S, R24E, SLB&M and is 1442.01 acres.  Access to this location is via a dirt road.  The lease was purchase on December 1, 2005, and has an initial period of ten (10) years and may be renewed.  No operations have commenced within the area covered by this lease.

ML50147:  The property covered under this mineral lease is located in Uinta County, Utah, T9S, R25E, SLB&M and is 200.9 acres.  Access to this location is via a dirt road.  The lease was purchase on December 1, 2005, and has an initial period of ten (10) years and may be renewed.  No operations have commenced within the area covered by this lease.

ML50148:  The property covered under this mineral lease is located in Uinta County, Utah, T11S, R25E, SLB&M and is 863.4 acres.  Access to this location is via a dirt road.  The lease was purchase on December 1, 2005, and has an initial period of ten (10) years and may be renewed.  No operations have commenced within the area covered by this lease.

64

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 6

MINING PROPERTIES AND MINERAL LEASES (CONTINUED)

Carrying Values and Depletion

Acquisition costs of production stage royalty interests are depleted using the units of production method over the life of the mineral property, which is estimated using proven and probable reserves.  Acquisition costs of royalty interests on exploration stage mineral properties, where there are no proven and probable reserves, are not amortized.  At such time as the associated exploration stage mineral interests are converted to proven and probable reserves, the cost basis is amortized over the remaining life of the mineral property, using proven and probable reserves.  As of April 30, 2010 and 2009, no depletion was reflected in the accompanying financial statements since the amount was determined to be insignificant.  

The following table presents each property and its carrying value as of April 30, 2010 and 2009:

Property Name	Carrying Value
Leeville/East Ore	$	360
North Pipeline		500
Maggie Creek		22,211
Ophir		250,000
Total Mining Properties, at cost	$	273,071

Mineral Leases

During 2006, the Company acquired five (5) oil shale mineral leases from the State of Utah.  Each lease required an initial bid on the lease.  These initial bids totaled $9,669.  Each lease has a ten (10)-year life with a minimum yearly lease payment of $1 per acre due on the anniversary of the lease date.  A minimum lease payment of $500 is expected irrespective of actual acreage.  During the years ended April 30, 2010 and 2009, lease payments totaled $5,231 and $4,953, respectively, which were expensed through operations.  The leases may be extended if the State chooses to grant an extension.  If the lease is extended, the following advanced annual minimum royalty payments are due on or before the anniversary date of the lease:

Year	Minimum Annual Royalty
11 thru 15	$10 per acre or part of acre
16 thru 20	$15 per acre or part of acre
21 and beyond	$20 per acre of part of acre

A production royalty is also owed to the State of five-percent (5%) of the market price of the minerals sold with a minimum royalty of one dollar ($1.00).  The production royalty may be increased at one-percent (1%) per annum until a maximum of twelve- and-one half-percent (12½%) is reached.  In 2010 and 2009, no production royalties were accrued or paid because production on these properties had not commenced.

The following is a schedule by years of future minimum lease payments extending beyond April 30, 2010:

Year ending April 30		Amount
2011		4,144
2012		4,268
2013		4,396
Thereafter		10,043
Total	$	22,851

65

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 7

ENVIRONMENTAL REMEDIATION OBLIGATIONS AND CONTINGENCIES

Because of the nature of the Company’s operations, there is the potential that the Company may be held liable for environmental remediation particularly in regards to the mineral leases acquired during the year ended April 30, 2006.  In those lease arrangements, the Company is required to remove all improvements, equipment, etc. within six (6) months following the termination of the lease.  The property must also be restored and reclaimed according to applicable laws. Because operations have not commenced on these and other properties where such an obligation exists, no accrual has been made for these contingencies; such an estimate for accrual cannot be made.  The Company will continue to evaluate the status of their operations and appropriately accrue liabilities.

NOTE 8

PROPERTY, PLANT, AND EQUIPMENT

Property, plant and equipment is stated at cost less accumulated depreciation and is summarized as follows at April 30, 2010:

	Cost		Accumulated Depreciation		Net
Automobiles	$	117,608	$	82,477	$	35,131
Building and plant		2,289,236		36,929		2,252,307
Furniture and fixtures		57,365		21,062		36,303
Land		175,100		-		175,100
Total Property and Equipment	$	2,639,309	$	140,468	$	2,498,841

Property, plant and equipment is stated at cost less accumulated depreciation and is summarized as follows at April 30, 2009:

	Cost		Accumulated Depreciation		Net
Automobiles	$	106,707	$	45,734	$	60,973
Building and plant		1,460,924		21,810		1,439,114
Furniture and fixtures		57,365		15,086		42,279
Land		175,100		-		175,100
Total property and equipment	$	1,800,096	$	82,630	$	1,717,466

Depreciation expense was $57,838 and $37,411 for the years ended April 30, 2010 and 2009, respectively.  The cost of repairs and maintenance is charged to operations as incurred.  

66

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 9

PATENT

During 2006, EnShale, Inc. entered into an agreement to purchase non-exclusive rights to a patent for $500,000. The patent is amortized using the straight-line method over its estimated useful life of 16 years.  Amortization expense was $31,247 and $31,252 for 2010 and 2009, respectively.  At April 30, 2010 and 2009, accumulated amortization totaled $132,812 and $101,565, respectively

The following is a listing of the estimated amortization expense for the next five years:

For the year ended 4/30/2011	31,500
For the year ended 4/30/2012	31,500
For the year ended 4/30/2013	31,500
For the year ended 4/30/2014	31,500
For the year ended 4/30/2015	31,500

NOTE 10

INVESTMENTS

The Company’s investments at April 30, 2010 and 2009, are summarized as follows:

Common Stock Holdings	2010		2009
Gold Mountain Exploration and Development Company
Fair value	$	59,434	$	43,000
Cost		59,434		43,000
Unrealized holding gain	$	-	$	-
Sidney Resources Corporation
Fair value	$	198,121	$	66,040
Cost		78,800		78,800
Unrealized holding gain (loss)	$	119,321	$	(12,760)
Total fair value	$	257,555	$	109,040
Total cost		138,234		121,800
Total unrealized holding gain (loss)		119,321		(12,760)
Deferred tax asset (liability)		(44,462)		4,755
Total unrealized holding gain, net of tax	$	74,856	$	(8,005)

67

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 10

INVESTMENTS (CONTINUED)

ASC 820-10-20 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.  ASC 820-10-35 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.

The following table provides our financial assets and liabilities carried at fair value measured on a recurring basis as of April 30, 2010:

		Fair Value Measurements Using
	Total Fair	Quoted prices in	Significant other	Significant
	Value at	active markets	observable inputs	Unobservable inputs
Description	April 30, 2010	(Level 1)	(Level 2)	(Level 3)
Investments	$257,555	$198,121		$59,434

During the year ended April 30, 2010, there were no significant measurements of assets or liabilities at fair value (as defined in ASC 820-10-20) on a nonrecurring basis subsequent to their initial recognition except for the securities listed in the table above.

NOTE 11

COMMON SHARES SUBJECT TO CANCELATION

As part of the reorganization from Old Bullion to New Bullion, as mentioned in Note 1(a), the court ordered that in the event an Old Bullion common shareholders does not vote for or against the Reorganization and Exchange Proposal and do not exchange their respective rights in Old Bullion relating to the Reorganization and Exchange Offer within five years from the date of the approval of thereof in the Fairness Hearing of September 27, 2006, such Old Bullion shareholders’ rights and New Bullion shares otherwise issued in such exchange shall be cancelled.

The total common shares subject to the cancellation provision at April 30, 2010 and 2009, totaled 5,932,878 and 6,115,954, respectively.

68

BULLION MONARCH MINING, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

For the years ended April 30, 2010 and 2009

NOTE 12

PENDING LITIGATION

Bullion asserts that pursuant to the May 10, 1979, Leeville/East Ore Mine Agreement (the “Agreement”) between Old Bullion and Newmont USA Limited, et. al. (Newmont), additional royalties are owed to Bullion. In the Agreement, Old Bullion ceased mining and exploration activities in the Lynn Mining District in Northern Eureka County in Nevada, USA, and in a defined multiple square mile area of interest surrounding that area. In return, Newmont, as claimed by Bullion, agreed to pay Old Bullion a one percent royalty on any production in the Lynn Mining District and the area of interest that was described in the Agreement.  Newmont has not paid Bullion the one percent royalty and, therefore, Bullion has filed a legal claim against Newmont.  During June 2009, Bullion also filed a legal claim against Barrick Goldstrike Mining, et. al. for unpaid royalties in the Lynn Mining District area of interest.  The cases have not yet gone to trial and no adjustments have been made to the financial statements to account for these contingencies.  

NOTE 13

NOTE RECEIVABLE

The Company issued a $100,000 note receivable to an individual on October 5, 2009. The terms of the note are a 4% annual interest rate, compounding monthly according to the 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 April 30, 2010, totaled $1,967.  The note is collateralized by mining claims.

NOTE 14

SUBSEQUENT EVENTS

Bom Jardim and Bom Jesus Properties

See Note 6 for an explanation of the establishment of the legal structure, during June 2010, that will hold the Bom Jardim and Bom Jesus Properties

Treasury Stock

During May 2010, the Company acquired 10,000 shares of treasury stock for $7,275.  This share acquisition is part of a $1,000,000 share repurchase program authorized by the Company’s Board of Directors during February 2010.  

Mexico Property Agreement

During June 2010, Bullion entered into a binding term sheet relating to certain mining rights located in Chihuahua Mexico.  The term sheet outlines that upon Bullion’s receipt of documentation to establish, among other items, that the property is free and clear of all liens and tax assessments and that ownership is fully vested, Bullion will make a $100,000 payment for the right to conduct exploration activities on the property for a period of six months or until November 30, 2010.  During June 2010, Bullion made a $50,000 exploration right payment, which is fully refundable if receipt of proper title is not provided.   Bullion, at its sole discretion, shall have the right to continue exploration activities by payment of $100,000 at six month intervals, through May 31, 2012, at which time the payment requirements increase for each successive period.  The above payments may be applied toward a $5,000,000 purchase price on the property.  During the exploration period, the property owners retain the right to seek other exploration and purchase offers.  Bullion has a right of first refusal to match any exploration or purchase offers.

Office Lease

On June 15, 2010, the Company leased approximately 2,000 square feet of office space in St. George, Utah, on a one year lease, with an option to extend the lease and with monthly payments of $2,000. These premises will be the new location of its principal executive offices, effective July 2010.

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Item 14.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.  

We have had no disagreements with our accountants on accounting and financial disclosure.  Our present auditors have audited our consolidated financial statements from the fiscal year ended April 30, 2006, through the fiscal year ended April 30, 2010.

Item 15.  Financial Statements and Exhibits

Financial Statements

	Sequential Page Number
Report of Independent Registered Public Accounting Firm	48
Financial Statements for the years ended April 30, 2010, and 2009
Consolidated Balance Sheets	49
Consolidated Statements of Operations	50
Consolidated Statements of Stockholders’ Deficit	51
Consolidated Statements of Cash Flows	52
Notes to Consolidated Financial Statements	53

Description of Exhibits

Exhibit No.	Title of Document*	Location if other than attached hereto
3.1	Articles of Incorporation
3.2	By-Laws
10.1	Leeville/East Ore Mine Agreement
10.2	License Agreement
10.3a	Dourave Letter of Intent
10.3b	Dourave-Bullion Joint Venture, LP Limited Partnership Agreement
10.3c	Contribution and Management Agreement
10.3d	Cancellation of Promissory Notes and Stock Power
10.3e	Promissory Note
10.3f	Nominee Agreement
10.4	Chihuahua Term Sheet
10.5	Larry L. Anderson, PhD. Board Member Agreement
14	Code of Ethics
21	Subsidiaries
99.1	Grid map of Township 5 South Range 4 West of the Salt Lake Meridian, Utah.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

BULLION MONARCH MINING, INC.

Date:	July 22, 2010	By:	/s/R. Don Morris
			R. Don Morris
			President and Director
Date:	July 22, 2010	By:	/s/Philip Manning
			Philip Manning
			Chief Financial Officer
Date:	July 22, 2010	By:	/s/James A. Morris
			James A. Morris
			Treasurer, Chairman of the Board
Date:	July 22, 2010	By:	/s/Robert Morris III
			Robert Morris III
			Secretary
Date:	July 22, 2010	By:	/s/Larry L. Anderson
			Larry L. Anderson
			Director

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