Exhibit 3.2 BYLAWS OF BULLION MONARCH MINING, INC.   ARTICLE I OFFICES  Section 1.01  Location of
Offices.  The corporation may maintain such offices within or without
the State of Utah as the Board of Directors may from time to time designate or
require.  Section 1.02  Principal
Office.  The address of the principal office of the corporation shall
be at the address of the registered office of the corporation as so designated
in the office of the Lieutenant Governor/Secretary of State of the state of
incorporation, or at such other address as the Board of Directors shall from
time to time determine.  ARTICLE II SHAREHOLDERS  Section 2.01  Annual
Meeting.  The annual meeting of the shareholders shall be held in May
of each year or at such other time designated by the Board of Directors and as
is provided for in the notice of the meeting, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting.  If the election of directors shall not be held on the day
designated for the annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as may be convenient.  Section 2.02  Special
Meetings.  Special meetings of the shareholders may be called at any
time by the chairman of the board, the president, or by the Board of Directors,
or in their absence or disability, by any vice president, and shall be called by
the president or, in his or her absence or disability, by a vice president or by
the secretary on the written request of the holders of not less than one-tenth
of all the shares entitled to vote at the meeting, such written request to state
the purpose or purposes of the meeting and to be delivered to the president,
each vice-president, or secretary.  In case of failure to call such meeting
within 60 days after such request, such shareholder or shareholders may call the
same.  Section 2.03  Place of
Meetings.  The Board of Directors may designate any place, either
within or without the state of incorporation, as the place of meeting for any
annual meeting or for any special meeting called by the Board of Directors.
 A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the state of
incorporation, as the place for the holding of such meeting.  If no
designation is made, or if a special meeting be otherwise called, the place of
meeting shall be at the principal office of the corporation.  Section 2.04  Notice of
Meetings.  The secretary or assistant secretary, if any, shall cause
notice of the time, place, and purpose or purposes of all meetings of the
shareholders (whether annual or special), to be mailed at least ten days, but
not more than 50 days, prior to the meeting, to each shareholder of record
entitled to vote.  Section 2.05  Waiver of
Notice.  Any shareholder may waive notice of any meeting of
shareholders (however called or noticed, whether or not called or noticed and
whether before, during, or after the meeting), by signing a written waiver of
notice or a consent to the holding of such meeting, or an approval of the
minutes thereof.  Attendance at a meeting, in person or by proxy, shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent, or approval is signed or any objections are made.  All such
waivers, consents, or approvals shall be made a part of the minutes of the
meeting.  Section 2.06  Fixing Record
Date.  For the purpose of determining shareholders entitled to notice
of or to vote at any annual meeting of shareholders or any adjournment thereof,
or shareholders entitled to receive payment of any dividend or in order to make
a determination of shareholders for any other proper purpose, the Board of   Directors of the corporation
may provide that the share transfer books shall be closed, for the purpose of
determining shareholders entitled to notice of or to vote at such meeting, but
not for a period exceeding fifty (50) days.  If the share transfer books
are closed for the purpose of determining shareholders entitled to notice of or
to vote at such meeting, such books shall be closed for at least ten (10) days
immediately preceding such meeting.  In lieu of closing the share transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than fifty (50) and, in case of a meeting of shareholders, not less than ten
(10) days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.  If the share transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting or to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders.  When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof.  Failure to comply
with this Section shall not affect the validity of any action taken at a meeting
of shareholders.  Section 2.07  Voting
Lists.  The officer or agent of the corporation having charge of the
share transfer books for shares of the corporation shall make, at least ten (10)
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of, and the number of shares held by each,
which list, for a period of ten (10) days prior to such meeting, shall be kept
on file at the registered office of the corporation and shall be subject to
inspection by any shareholder during the whole time of the meeting.  The
original share transfer book shall be prima facia evidence as to the
shareholders who are entitled to examine such list or transfer books, or to vote
at any meeting of shareholders.  Section 2.08  Quorum.
 One-half of the total voting power of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of the shareholders.  If a quorum is
present, the affirmative vote of the majority of the voting power represented by
shares at the meeting and entitled to vote on the subject shall constitute
action by the shareholders, unless the vote of a greater number or voting by
classes is required by the laws of the state of incorporation of the corporation
or the Articles of Incorporation.  If less than one-half of the outstanding
voting power is represented at a meeting, a majority of the voting power
represented by shares so present may adjourn the meeting from time to time
without further notice.  At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.  Section 2.09  Voting of
Shares.  Each outstanding share of the corporation entitled to vote
shall be entitled to one vote on each matter submitted to vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any
class or series of stock are determined and specified as greater or lesser than
one vote per share in the manner provided by the Articles of Incorporation.  Section 2.10  Proxies.
 At each meeting of the shareholders, each shareholder entitled to vote
shall be entitled to vote in person or by proxy; provided, however, that
the right to vote by proxy shall exist only in case the instrument authorizing
such proxy to act shall have been executed in writing by the registered holder
or holders of such shares, as the case may be, as shown on the share transfer of
the corporation or by his or her or her attorney thereunto duly authorized in
writing.  Such instrument authorizing a proxy to act shall be delivered at
the beginning of such meeting to the secretary of the corporation or to such
other officer or person who may, in the absence of the secretary, be acting as
secretary of the meeting.  In the event that any such instrument shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or if only one be present, that one shall (unless the
instrument shall otherwise provide) have all of the powers conferred by the
instrument on all persons so designated.  Persons holding stock in a
fiduciary capacity shall be entitled to vote the shares so held and the persons
whose shares are pledged shall be entitled to vote, unless in the transfer by
the pledge or on the books of the corporation he or she shall have expressly
empowered the pledgee to vote thereon, in which case the pledgee, or his or her
or her proxy, may represent such shares and vote thereon.  Section 2.11  Written Consent
to Action by Shareholders.  Any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a   meeting, if a consent in
writing, setting forth the action so taken, shall be signed by a majority of the
shareholders entitled to vote with respect to the subject matter thereof.  ARTICLE III DIRECTORS  Section 3.01  General
Powers.  The property, affairs, and business of the corporation shall
be managed by its Board of Directors.  The Board of Directors may exercise
all the powers of the corporation whether derived from law or the Articles of
Incorporation, except such powers as are by statute, by the Articles of
Incorporation or by these Bylaws, vested solely in the shareholders of the
corporation.  Section 3.02  Number, Term,
and Qualifications.  The Board of Directors shall consist of three to
nine persons.  Increases or decreases to said number may be made, within
the numbers authorized by the Articles of Incorporation, as the Board of
Directors shall from time to time determine by amendment to these Bylaws.
 An increase or a decrease in the number of the members of the Board of
Directors may also be had upon amendment to these Bylaws by a majority vote of
all of the shareholders, and the number of directors to be so increased or
decreased shall be fixed upon a majority vote of all of the shareholders of the
corporation.  Each director shall hold office until the next annual meeting
of shareholders of the corporation and until his or her successor shall have
been elected and shall have qualified.  Directors need not be residents of
the state of incorporation or shareholders of the corporation.   Section 3.03  Regular
Meetings.  A regular meeting of the Board of Directors shall be held
without other notice than this bylaw immediately following, and at the same
place as, the annual meeting of shareholders.  The Board of Directors may
provide by resolution the time and place, either within or without the state of
incorporation, for the holding of additional regular meetings without other
notice than such resolution.  Section 3.04  Special
Meetings.  Special meetings of the Board of Directors may be called by
or at the request of the president, vice president, or any two directors.
 The person or persons authorized to call special meetings of the Board of
Directors may fix any place, either within or without the state of
incorporation, as the place for holding any special meeting of the Board of
Directors called by them.  Section 3.05  Meetings by
Telephone Conference Call.  Members of the Board of Directors may
participate in a meeting of the Board of Directors or a committee of the Board
of Directors by means of conference telephone or similar communication equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section shall constitute
presence in person at such meeting.  Section 3.06  Notice.
 Notice of any special meeting shall be given at least ten (10) days prior
thereto by written notice delivered personally or mailed to each director at his
or her regular business address or residence, or by telegram.  If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail so addressed, with postage thereon prepaid.  If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company.  Any director may waive notice of any
meeting.  Attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting solely for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.  Section 3.07  Quorum.
 A majority of the number of directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than a majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice.  Section 3.08  Manner of
Acting.  The act of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors, and the
individual directors shall have no power as such.  Section 3.09  Vacancies and
Newly Created Directorship.  If any vacancies shall occur in the Board
of Directors by reason of death, resignation or otherwise, or if the number of
directors shall be increased, the directors   then in office shall continue
to act and such vacancies or newly created directorships shall be filled by a
vote of the directors then in office, though less than a quorum, in any way
approved by the meeting.  Any directorship to be filled by reason of
removal of one or more directors by the shareholders may be filled by election
by the shareholders at the meeting at which the director or directors are
removed.  Section 3.10
 Compensation.  By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director.  No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.  Section 3.11  Presumption of
Assent.  A director of the corporation who is present at a meeting of
the Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his or her or her dissent
shall be entered in the minutes of the meeting, unless he or she shall file his
or her or her written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof, or shall forward such
dissent by registered or certified mail to the secretary of the corporation
immediately after the adjournment of the meeting.  Such right to dissent
shall not apply to a director who voted in favor of such action.  Section 3.12
 Resignations.  A director may resign at any time by delivering
a written resignation to either the president, a vice president, the secretary,
or assistant secretary, if any.  The resignation shall become effective on
its acceptance by the Board of Directors; provided, that if the board has
not acted thereon within ten days from the date presented, the resignation shall
be deemed accepted.  Section 3.13  Written Consent
to Action by Directors.  Any action required to be taken at a meeting
of the directors of the corporation or any other action which may be taken at a
meeting of the directors or of a committee, may be taken without a meeting, if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors, or all of the members of the committee, as the case may be.
 Such consent shall have the same legal effect as a unanimous vote of all
the directors or members of the committee.  Section 3.14  Removal.
 At a meeting expressly called for that purpose, one or more directors may
be removed by a vote of a majority of the shares of outstanding stock of the
corporation entitled to vote at an election of directors.  ARTICLE IV OFFICERS  Section 4.01  Number.
 The officers of the corporation shall be a president, one or more
vice-presidents, as shall be determined by resolution of the Board of Directors,
a secretary, a treasurer, and such other officers as may be appointed by the
Board of Directors.  The Board of Directors may elect, but shall not be
required to elect, a chairman of the board and the Board of Directors may
appoint a general manager.  Section 4.02  Election, Term
of Office, and Qualifications.  The officers shall be chosen by the
Board of Directors annually at its annual meeting.  In the event of failure
to choose officers at an annual meeting of the Board of Directors, officers may
be chosen at any regular or special meeting of the Board of Directors.
 Each such officer (whether chosen at an annual meeting of the Board of
Directors to fill a vacancy or otherwise) shall hold his or her office until the
next ensuing annual meeting of the Board of Directors and until his or her
successor shall have been chosen and qualified, or until his or her death, or
until his or her resignation or removal in the manner provided in these Bylaws.
 Any one person may hold any two or more of such offices, except that the
president shall not also be the secretary.  No person holding two or more
offices shall act in or execute any instrument in the capacity of more than one
office.  The chairman of the board, if any, shall be and remain a director
of the corporation during the term of his or her office.  No other officer
need be a director.  Section 4.03  Subordinate
Officers, Etc.  The Board of Directors from time to time may appoint
such other officers or agents as it may deem advisable, each of whom shall have
such title, hold office for such period, have such authority, and perform such
duties as the Board of Directors from time to time may determine.  The
Board of Directors from time to time may delegate to any officer or agent the
power to appoint any such subordinate officer   or agents and to prescribe
their respective titles, terms of office, authorities, and duties.
 Subordinate officers need not be shareholders or directors.  Section 4.04
 Resignations.  Any officer may resign at any time by
delivering a written resignation to the Board of Directors, the president, or
the secretary.  Unless otherwise specified therein, such resignation shall
take effect on delivery.  Section 4.05  Removal.
 Any officer may be removed from office at any special meeting of the Board
of Directors called for that purpose or at a regular meeting, by vote of a
majority of the directors, with or without cause.  Any officer or agent
appointed in accordance with the provisions of Section 4.03 hereof may also be
removed, either with or without cause, by any officer on whom such power of
removal shall have been conferred by the Board of Directors.  Section 4.06  Vacancies and
Newly Created Offices.  If any vacancy shall occur in any office by
reason of death, resignation, removal, disqualification, or any other cause, or
if a new office shall be created, then such vacancies or new created offices may
be filled by the Board of Directors at any regular or special meeting.  Section 4.07  The Chairman of
the Board.  The Chairman of the Board, if there be such an officer,
shall have the following powers and duties.  (a)  He or she shall preside at
all shareholders' meetings;  (b)  He or she shall preside at
all meetings of the Board of Directors; and  (c)  He or she shall be a member
of the executive committee, if any.  Section 4.08  The
President.  The president shall have the following powers and
duties:  (a)  If no general manager has
been appointed, he or she shall be the chief executive officer of the
corporation, and, subject to the direction of the Board of Directors, shall have
general charge of the business, affairs, and property of the corporation and
general supervision over its officers, employees, and agents;  (b)  If no chairman of the board
has been chosen, or if such officer is absent or disabled, he or she shall
preside at meetings of the shareholders and Board of Directors;  (c)  He or she shall be a member
of the executive committee, if any;  (d)  He or she shall be empowered
to sign certificates representing shares of the corporation, the issuance of
which shall have been authorized by the Board of Directors; and  (e)  He or she shall have all
power and shall perform all duties normally incident to the office of a
president of a corporation, and shall exercise such other powers and perform
such other duties as from time to time may be assigned to him or her by the
Board of Directors.  Section 4.09  The Vice
Presidents.  The Board of Directors may, from time to time, designate
and elect one or more vice presidents, one of whom may be designated to serve as
executive vice president.  Each vice president shall have such powers and
perform such duties as from time to time may be assigned to him or her by the
Board of Directors or the president.  At the request or in the absence or
disability of the president, the executive vice president or, in the absence or
disability of the executive vice president, the vice president designated by the
Board of Directors or (in the absence of such designation by the Board of
Directors) by the president, the senior vice president, may perform all the
duties of the president, and when so acting, shall have all the powers of, and
be subject to all the restrictions upon, the president.  Section 4.10  The
Secretary.  The secretary shall have the following powers and
duties:  (a)  He or she shall keep or
cause to be kept a record of all of the proceedings of the meetings of the
shareholders and of the board or directors in books provided for that
purpose;  (b)  He or she shall cause all
notices to be duly given in accordance with the provisions of these Bylaws and
as required by statute;  (c)  He or she shall be the
custodian of the records and of the seal of the corporation, and shall cause
such seal (or a facsimile thereof) to be affixed to all certificates
representing shares of the corporation prior to the issuance thereof and to all
instruments, the execution of which on behalf of the corporation under its seal
shall have been duly authorized in accordance with these Bylaws, and when so
affixed, he or she may attest the same;  (d)  He or she shall assume that
the books, reports, statements, certificates, and other documents and records
required by statute are properly kept and filed;  (e)  He or she shall have charge
of the share books of the corporation and cause the share transfer books to be
kept in such manner as to show at any time the amount of the shares of the
corporation of each class issued and outstanding, the manner in which and the
time when such stock was paid for, the names alphabetically arranged and the
addresses of the holders of record thereof, the number of shares held by each
holder and time when each became such holder or record; and he or she shall
exhibit at all reasonable times to any director, upon application, the original
or duplicate share register.  He or she shall cause the share book referred
to in Section 6.04 hereof to be kept and exhibited at the principal office of
the corporation, or at such other place as the Board of Directors shall
determine, in the manner and for the purposes provided in such Section;  (f)  He or she shall be empowered
to sign certificates representing shares of the corporation, the issuance of
which shall have been authorized by the Board of Directors; and  (g)  He or she shall perform in
general all duties incident to the office of secretary and such other duties as
are given to him or her by these Bylaws or as from time to time may be assigned
to him or her by the Board of Directors or the president.  Section 4.11  The
Treasurer.  The treasurer shall have the following powers and
duties:  (a)  He or she shall have charge
and supervision over and be responsible for the monies, securities, receipts,
and disbursements of the corporation;  (b)  He or she shall cause the
monies and other valuable effects of the corporation to be deposited in the name
and to the credit of the corporation in such banks or trust companies or with
such banks or other depositories as shall be selected in accordance with Section
5.03 hereof;  (c)  He or she shall cause the
monies of the corporation to be disbursed by checks or drafts (signed as
provided in Section 5.04 hereof) drawn on the authorized depositories of the
corporation, and cause to be taken and preserved property vouchers for all
monies disbursed;  (d)  He or she shall render to
the Board of Directors or the president, whenever requested, a statement of the
financial condition of the corporation and of all of this transactions as
treasurer, and render a full financial report at the annual meeting of the
shareholders, if called upon to do so;  (e)  He or she shall cause to be
kept correct books of account of all the business and transactions of the
corporation and exhibit such books to any director on request during business
hours;  (f)  He or she shall be empowered
from time to time to require from all officers or agents of the corporation
reports or statements given such information as he or she may desire with
respect to any and all financial transactions of the corporation; and  (g)  He or she shall perform in
general all duties incident to the office of treasurer and such other duties as
are given to him or her by these Bylaws or as from time to time may be assigned
to him or her by the Board of Directors or the president.  Section 4.12  General
Manager.  The Board of Directors may employ and appoint a general
manager who may, or may not, be one of the officers or directors of the
corporation.  The general manager, if any shall have the following powers
and duties:  (a)  He or she shall be the chief
executive officer of the corporation and, subject to the directions of the Board
of Directors, shall have general charge of the business affairs and property of
the corporation and general supervision over its officers, employees, and
agents:  (b)  He or she shall be charged
with the exclusive management of the business of the corporation and of all of
its dealings, but at all times subject to the control of the Board of
Directors;  (c)  Subject to the approval of
the Board of Directors or the executive committee, if any, he or she shall
employ all employees of the corporation, or delegate such employment to
subordinate officers, and shall have authority to discharge any person so
employed; and  (d)  He or she shall make a
report to the president and directors as often as required, setting forth the
results of the operations under his or her charge, together with suggestions
looking toward improvement and betterment of the condition of the corporation,
and shall perform such other duties as the Board of Directors may require.  Section 4.13  Salaries.
 The salaries and other compensation of the officers of the corporation
shall be fixed from time to time by the Board of Directors, except that the
Board of Directors may delegate to any person or group of persons the power to
fix the salaries or other compensation of any subordinate officers or agents
appointed in accordance with the provisions of Section 4.03 hereof.  No
officer shall be prevented from receiving any such salary or compensation by
reason of the fact that he or she is also a director of the corporation.  Section 4.14  Surety
Bonds.  In case the Board of Directors shall so require, any officer or
agent of the corporation shall execute to the corporation a bond in such sums
and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his or her duties to the
corporation, including responsibility for negligence and for the accounting of
all property, monies, or securities of the corporation which may come into his
or her hands.  ARTICLE V EXECUTION OF INSTRUMENTS, BORROWING OF
MONEY, AND DEPOSIT OF CORPORATE FUNDS  Section 5.01  Execution of
Instruments.  Subject to any limitation contained in the Articles of
Incorporation or these Bylaws, the president or any vice president or the
general manager, if any, may, in the name and on behalf of the corporation,
execute and deliver any contract or other instrument authorized in writing by
the Board of Directors.  The Board of Directors may, subject to any
limitation contained in the Articles of Incorporation or in these Bylaws,
authorize in writing any officer or agent to execute and delivery any contract
or other instrument in the name and on behalf of the corporation; any such
authorization may be general or confined to specific instances.  Section 5.02  Loans.
 No loans or advances shall be contracted on behalf of the corporation, no
negotiable paper or other evidence of its obligation under any loan or advance
shall be issued in its name, and no property of the corporation shall be
mortgaged, pledged, hypothecated, transferred, or conveyed as security for the
payment of any loan, advance, indebtedness, or liability of the corporation,
unless and except as authorized by the Board of Directors.  Any such
authorization may be general or confined to specific instances.  Section 5.03  Deposits.
 All monies of the corporation not otherwise employed shall be deposited
from time to time to its credit in such banks and or trust companies or with
such bankers or other depositories as the Board of Directors may select, or as
from time to time may be selected by any officer or agent authorized to do so by
the Board of Directors.  Section 5.04  Checks, Drafts,
Etc.  All notes, drafts, acceptances, checks, endorsements, and,
subject to the provisions of these Bylaws, evidences of indebtedness of the
corporation, shall be signed by such officer or officers or such agent or agents
of the corporation and in such manner as the Board of Directors from time to
time may determine.  Endorsements for deposit to the credit of the
corporation in any of its duly authorized depositories shall be in such manner
as the Board of Directors from time to time may determine.  Section 5.05  Bonds and
Debentures.  Every bond or debenture issued by the corporation shall be
evidenced by an appropriate instrument which shall be signed by the president or
a vice president and by the secretary and sealed with the seal of the
corporation.  The seal may be a facsimile, engraved or printed.  Where
such bond or debenture is authenticated with the manual signature of an
authorized officer of the corporation or other trustee designated by the
indenture of trust or other agreement under which such security is issued, the
signature of any of the corporation's officers named thereon may be a facsimile.
 In case any officer who signed, or whose facsimile signature has been used
on any such bond or debenture, should cease to be an officer of the corporation
for any reason before the same has been delivered by the corporation, such bond
or debenture may nevertheless be adopted by the corporation and issued and
delivered as through the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.  Section 5.06  Sale, Transfer,
Etc. of Securities.  Sales, transfers, endorsements, and assignments of
stocks, bonds, and other securities owned by or standing in the name of the
corporation, and the execution and delivery on behalf of the corporation of any
and all instruments in writing incident to any such sale, transfer, endorsement,
or assignment, shall be effected by the president, or by any vice president,
together with the secretary, or by any officer or agent thereunto authorized by
the Board of Directors.  Section 5.07  Proxies.
 Proxies to vote with respect to shares of other corporations owned by or
standing in the name of the corporation shall be executed and delivered on
behalf of the corporation by the president or any vice president and the
secretary or assistant secretary of the corporation, or by any officer or agent
thereunder authorized by the Board of Directors.  ARTICLE VI CAPITAL SHARES  Section 6.01  Share
Certificates.  Every holder of shares in the corporation shall be
entitled to have a certificate, signed by the president or any vice president
and the secretary or assistant secretary, and sealed with the seal (which may be
a facsimile, engraved or printed) of the corporation, certifying the number and
kind, class or series of shares owned by him or her in the corporation;
provided, however, that where such a certificate is countersigned by (a)
a transfer agent or an assistant transfer agent, or (b) registered by a
registrar, the signature of any such president, vice president, secretary, or
assistant secretary may be a facsimile.  In case any officer who shall have
signed, or whose facsimile signature or signatures shall have been used on any
such certificate, shall cease to be such officer of the corporation, for any
reason, before the delivery of such certificate by the corporation, such
certificate may nevertheless be adopted by the corporation and be issued and
delivered as though the person who signed it, or whose facsimile signature or
signatures shall have been used thereon, has not ceased to be such officer.
 Certificates representing shares of the corporation shall be in such form
as provided by the statutes of the state of incorporation.  There shall be
entered on the share books of the corporation at the time of issuance of each
share, the number of the certificate issued, the name and address of the person
owning the shares represented thereby, the number and kind, class or series of
such shares, and the date of issuance thereof.  Every certificate exchanged
or returned to the corporation shall be marked "Canceled" with the date of
cancellation.  Section  6.02  Transfer
of Shares.  Transfers of shares of the corporation shall be made on the
books of the corporation by the holder of record thereof, or by his or her
attorney thereunto duly authorized by a power of attorney duly executed in
writing and filed with the secretary of the corporation or any of its transfer
agents, and on surrender of the certificate or certificates, properly endorsed
or accompanied by proper instruments of transfer, representing such shares.
 Except as provided by law, the corporation and transfer agents and
registrars, if any, shall be entitled to treat the holder of record of any stock
as the absolute owner thereof for all purposes, and accordingly, shall not be
bound to recognize any legal, equitable, or other claim to or interest in such
shares on the part of any other person whether or not it or they shall have
express or other notice thereof.  Section 6.03  Regulations.
 Subject to the provisions of this Article VI and of the Articles of
Incorporation, the Board of Directors may make such rules and regulations as
they may deem expedient concerning the issuance, transfer, redemption, and
registration of certificates for shares of the corporation.  Section 6.04  Maintenance of
Stock Ledger at Principal Place of Business.  A share book (or books
where more than one kind, class, or series of stock is outstanding) shall be
kept at the principal place of business of the corporation, or at such other
place as the Board of Directors shall determine, containing the names,
alphabetically arranged, of original shareholders of the corporation, their
addresses, their interest, the amount paid on their shares, and all transfers
thereof and the number and class of shares held by each.  Such share books
shall at all reasonable hours be subject to inspection by persons entitled by
law to inspect the same.  Section 6.05  Transfer Agents
and Registrars.  The Board of Directors may appoint one or more
transfer agents and one or more registrars with respect to the certificates
representing shares of the corporation, and may require all such certificates to
bear the signature of either or both.  The Board of Directors may from time
to time define the respective duties of such transfer agents and registrars.
 No certificate for shares shall be valid until countersigned by a transfer
agent, if at the date appearing thereon the corporation had a transfer agent for
such shares, and until registered by a registrar, if at such date the
corporation had a registrar for such shares.  Section 6.06  Closing of
Transfer Books and Fixing of Record Date.  (a)  The Board of Directors shall
have power to close the share books of the corporation for a period of not to
exceed 50 days preceding the date of any meeting of shareholders, or the date
for payment of any dividend, or the date for the allotment of rights, or capital
shares shall go into effect, or a date in connection with obtaining the consent
of shareholders for any purpose.  (b)  In lieu of closing the share
transfer books as aforesaid, the Board of Directors may fix in advance a date,
not exceeding 50 days preceding the date of any meeting of shareholders, or the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital shares shall go
into effect, or a date in connection with obtaining any such consent, as a
record date for the determination of the shareholders entitled to a notice of,
and to vote at, any such meeting and any adjournment thereof, or entitled to
receive payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, or to give such consent.  (c)  If the share transfer books
shall be closed or a record date set for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for, or such record date shall be, at least ten (10) days immediately
preceding such meeting.  Section 6.07  Lost or
Destroyed Certificates.  The corporation may issue a new certificate
for shares of the corporation in place of any certificate theretofore issued by
it, alleged to have been lost or destroyed, and the Board of Directors may, in
its discretion, require the owner of the lost or destroyed certificate or his or
her legal representatives, to give the corporation a bond in such form and
amount as the Board of Directors may direct, and with such surety or sureties as
may be satisfactory to the board, to indemnify the corporation and its transfer
agents and registrars, if any, against any claims that may be made against it or
any such transfer agent or registrar on account of the issuance of such new
certificate.  A new certificate may be issued without requiring any bond
when, in the judgment of the Board of Directors, it is proper to do so.  Section 6.08  No Limitation on
Voting Rights; Limitation on Dissenter's Rights.  To the extent
permissible under the applicable law of any jurisdiction to which the
corporation may become subject by reason of the conduct of business, the
ownership of assets, the residence of shareholders, the location of offices or
facilities, or any other item, the corporation elects not to be governed by the
provisions of any statute that (i) limits, restricts, modified, suspends,
terminates, or otherwise affects the rights of any shareholder to cast one vote
for each share of common stock registered in the name of such shareholder on the
books of the corporation, without regard to whether such shares were acquired
directly from the corporation or from any other person and without regard to
whether such shareholder has the power to exercise or direct the exercise of
voting power over any specific fraction of the shares of common stock of the
corporation issued and outstanding or (ii) grants to any shareholder the right
to have his or her stock redeemed or purchased by the corporation or any other
shareholder on the acquisition by any person or group of persons of shares of
the corporation.  In particular, to the extent permitted under the laws of
the state of incorporation, the corporation elects not to be governed by any
such provision, including the provisions of the Utah Control Shares Acquisitions
Act, Section 61-6-1 et seq., of the Utah Code Annotated, as amended, or
any statute of similar effect or tenor.  ARTICLE VII EXECUTIVE COMMITTEE AND OTHER COMMITTEES  Section 7.01  How
Constituted.  The Board of Directors may designate an executive
committee and such other committees as the Board of Directors may deem
appropriate, each of which committees shall consist of two or more directors.
 Members of the executive committee and of any such other committees shall
be designated annually at the annual meeting of the Board of Directors;
provided, however, that at any time the Board of Directors may abolish or
reconstitute the executive committee or any other committee.  Each member
of the executive committee and of any other committee shall hold office until
his or her successor shall have been designated or until his or her resignation
or removal in the manner provided in these Bylaws.  Section 7.02  Powers.
 During the intervals between meetings of the Board of Directors, the
executive committee shall have and may exercise all powers of the Board of
Directors in the management of the business and affairs of the corporation,
except for the power to fill vacancies in the Board of Directors or to amend
these Bylaws, and except for such powers as by law may not be delegated by the
Board of Directors to an executive committee.  Section 7.03  Proceedings.
 The executive committee, and such other committees as may be designated
hereunder by the Board of Directors, may fix its own presiding and recording
officer or officers, and may meet at such place or places, at such time or times
and on such notice (or without notice) as it shall determine from time to time.
 It will keep a record of its proceedings and shall report such proceedings
to the Board of Directors at the meeting of the Board of Directors next
following.  Section 7.04  Quorum and
Manner of Acting.  At all meeting of the executive committee, and of
such other committees as may be designated hereunder by the Board of Directors,
the presence of members constituting a majority of the total authorized
membership of the committee shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the act of a majority of the members
present at any meeting at which a quorum is present shall be the act of such
committee.  The members of the executive committee, and of such other
committees as may be designated hereunder by the Board of Directors, shall act
only as a committee and the individual members thereof shall have no powers as
such.  Section 7.05
 Resignations.  Any member of the executive committee, and of
such other committees as may be designated hereunder by the Board of Directors,
may resign at any time by delivering a written resignation to either the
president, the secretary, or assistant secretary, or to the presiding officer of
the committee of which he or she is a member, if any shall have been appointed
and shall be in office.  Unless otherwise specified herein, such
resignation shall take effect on delivery.  Section 7.06  Removal.
 The Board of Directors may at any time remove any member of the executive
committee or of any other committee designated by it hereunder either for or
without cause.  Section 7.07  Vacancies.
 If any vacancies shall occur in the executive committee or of any other
committee designated by the Board of Directors hereunder, by reason of
disqualification, death, resignation, removal, or otherwise, the remaining
members shall, until the filling of such vacancy, constitute the then total
authorized membership of the committee and, provided that two or more members
are remaining, continue to act.  Such vacancy may be filled at any meeting
of the Board of Directors.  Section 7.08
 Compensation.  The Board of Directors may allow a fixed sum
and expenses of attendance to any member of the executive committee, or of any
other committee designated by it hereunder, who is not an active salaried
employee of the corporation for attendance at each meeting of said
committee.  ARTICLE VIII INDEMNIFICATION, INSURANCE, AND OFFICER AND DIRECTOR CONTRACTS  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 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  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  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.  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.  ARTICLE IX FISCAL YEAR  The fiscal year of the corporation
shall be fixed by resolution of the Board of Directors.  ARTICLE X DIVIDENDS  The Board of Directors may from time
to time declare, and the corporation may pay, dividends on its outstanding
shares in the manner and on the terms and conditions provided by the Articles of
Incorporation and these Bylaws.   ARTICLE XI AMENDMENTS  All Bylaws of the corporation, whether
adopted by the Board of Directors or the shareholders, shall be subject to
amendment, alteration, or repeal, and new Bylaws may be made, except that:  (a)  No Bylaws adopted or amended
by the shareholders shall be altered or repealed by the Board of Directors.  (b)  No Bylaws shall be adopted
by the Board of Directors which shall require more than a majority of the voting
shares for a quorum at a meeting of shareholders, or more than a majority of the
votes cast to constitute action by the shareholders, except where higher
percentages are required by law; provided, however that (i) if any Bylaw
regulating an impending election of directors is adopted or amended or repealed
by the Board of Directors, there shall be set forth in the notice of the next
meeting of shareholders for the election of directors, the Bylaws so adopted or
amended or repealed, together with a concise statement of the changes made; and
(ii) no amendment, alteration or repeal of this Article XI shall be made except
by the shareholders.  CERTIFICATE OF SECRETARY  The undersigned does hereby certify
that he or she is the secretary of BULLION MONARCH MINING, INC., a corporation
duly organized and existing under and by virtue of the laws of the State of
Utah; that the above and foregoing Amended Bylaws of said corporation were duly
and regularly adopted as such by the Board of Directors of the corporation at a
meeting of the Board of Directors, which was duly and regularly held on the 8th
day of June, 2006, and that the above and foregoing Bylaws are now in full force
and effect.  DATED this 8th day of June,
2006.  /s/James A. Morris James A. Morris, Secretary