U. S.
Securities and Exchange Commission  Washington, D. C. 20549  FORM
10-KSB  [X] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended April 30, 2008  [ ] TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
__________________ to __________________   Commission File No. - 001-03896  BULLION MONARCH MINING, INC. (Name of Small Business Issuer in its
Charter)  Utah
20-1885668(State or Other Jurisdiction of
(I.R.S. Employer Identification
No.)incorporation or organization)  299 East 950 South Orem, Utah 84058 (Address of Principal Executive Offices)  Issuers Telephone Number: (801)
426-8111  N/A (Former address, if changed since last
report)  Securities registered under Section 12(b) of
the Act: None Name of Each Exchange on Which Registered:
None  Securities registered under Section 12(g) of
the Act:  $0.001 par value common stock Title of Class  Check whether the Issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. [  ]  Check whether the Issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the Issuer was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. (1) Yes [X] No [  ]  (2) Yes [X] No  [  ]  Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B contained in this
form, and no disclosure will be contained, to the best of Issuers knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB. [  ]   1    Indicate by
check mark whether the Issuer is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes [  ] No [X]  State Issuers revenues for its most recent
fiscal year: April 30, 2008 - $2,662,399.  State the aggregate market value of the
voting and non-voting common stock held by non-affiliates computed by reference
to the price at which the common stock was sold, or the average bid and asked
prices of such common stock, as of a specified date within the past 60 days.  July 28, 2008 - $7,261,960. There are
approximately 25,041,241 shares of common voting stock of the Issuer held by
non-affiliates.  This computation was based upon the average of the bid and
asked prices of the Companys common stock on the OTCBB of $0.27 and $0.31,
respectively, on July 28, 2008.  Issuers Involved in Bankruptcy
Proceedings During the Past Five Years  Not applicable.  Check whether the Issuer has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Exchange Act after the distribution of securities under a plan confirmed by a
court. Yes [X] No [  ]  Applicable Only to Corporate Issuers  State the number of shares outstanding of
each of the Issuers classes of common equity, as of the latest practicable
date:  July 28, 2008:  Common stock  40,453,510 shares
outstanding. July 28, 2008:  Preferred stock  No shares
outstanding.  Documents Incorporated by Reference  A description of Documents Incorporated by Reference is
contained in the Exhibit Index, Part III, Item 13, of this Annual Report.  Transitional Small Business Issuer Format:Yes
[  ] No [X]    2     TABLE OF CONTENTS  PART I 4 Item 1. Description of Business 4 Item 2. Description of Property 15 Item 3. Legal Proceedings 26 Item 4. Submission of Matters to a Vote of Security
Holders 27 PART II 27 Item 5. Market for Common Equity and Related
Stockholder Matters and Small Business Issuer Purchases of Equity
Securities.27 Item 6. Managements Discussion and Analysis or Plan of
Operation 30 Item 7. Financial Statements. 32 Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure51 Item 8(A)T. Controls and Procedures 51 Item 8(B). Other Information 51 PART III 51 Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a) of the Exchange Act51 Item 10. Executive Compensation 53 Item 11. Security Ownership of Certain Beneficial
Owners and Management 54 Item 12. Certain Relationships and Related
Transactions 55 Item 13. Exhibits 56 Item 14. Principal Accounting Fees and
Services 56 SIGNATURES 57   3       PART I    Item 1. Description of Business  Business Development  Introduction  Bullion Monarch Mining, Inc.
(Bullion or the Company or we, our, us or words of similar import) was
incorporated in the State of Utah on May 13, 1948, under the name of Bullion
Monarch Mining Company.  All references herein include all of its
predecessors or successors described under the heading Corporate History of
this Item below.  In 1999, the Company was
administratively dissolved by the State of Utah for failing to file its annual
reports with the Department of Commerce for the State of Utah.  It
subsequently organized Bullion Monarch Mining, Inc., a Utah corporation, and
effected a court approved reorganization whereby each shareholder of the
dissolved Bullion exchanged rights in that company for a like number of shares
in the newly organized Bullion Monarch Mining, Inc. that each such shareholder
previously owned in the dissolved Bullion, following a fairness hearing (the
Fairness Hearing) conducted by the Utah Division of Securities on September
27, 2006.  The reorganization was essentially a recapitalization of the
dissolved Bullion that was accounted for as a reverse reorganization, and the
historical financial statements of the Company are those of the former operating
dissolved Bullion.  Bullion believes that its present
interests in various mining properties in Northern Nevada and throughout the
Western United States, as well as its oil shale leases in the State of Utah,
have substantial value.  With the exception of the Leeville/East Ore Mine
currently owned and operated by Newmont Mining Corporation (Newmont) and in
which the Company has a royalty interest, none of the Companys properties are
currently in production and no estimate of reserves has been made.  Bullion continues to actively pursue
its long-held corporate strategy of exploring and acquiring land positions in
close proximity to major mining operations and/or properties with known mineral
deposits for development with joint venture partners or sale to third parties;
is seeking to acquire additional oil shale properties; and is continuing to
develop its technology believed to be capable of commercially extracting oil
from oil shale.  Business Developments  Subsequent to Fiscal
2008 Ended April 30, 2008  The Company announced on June 16,
2008, that it had acquired an additional 20 million shares of common stock of
EnShale, Inc., its majority-owned subsidiary organized in the State of Wyoming
on July 11, 2005 (EnShale).  The acquisition of the additional shares of
common stock was in exchange for the transfer of rights that Bullion owned to
its oil shale mineral leases on Utah State Institutional Trust Land in Eastern
Utahs Uintah County.  With this acquisition, the Company now owns 80% of
EnShale, which was approved by the Board of Directors on April 30, 2008.  The Company announced on June 19,
2008, that it had begun construction on a pre-production demonstration 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.  Fiscal 2008 Ended
April 30, 2008  On January 24, 2008, the Company
announced that the Board of Directors had authorized the use of up to $1,000,000
for open market purchases of shares of the Companys common stock, with the
funds for this program to come from the Companys cash flow.  The
repurchase program was to extend through December 31, 2009.   4    The Company
announced on March 19, 2008, that it had formed a business relationship with its
technical advisors, Emery Energy Company, LLC (Emery Energy), and the Idaho
National Laboratory, a Division of the U. S. Department of Energy.  The
announcement indicated that the Idaho National Laboratory had finished its
analysis and modeling of the patent pending process of extracting oil from oil
shale owned by EnShale.  On April 30, 2008, the Company
announced the commencement of a legal action against Newmont to collect
additional royalties it believes are owed pursuant to a 1979 agreement covering
the Leeville/East Ore Mine between predecessors of Bullion and Newmont (the
Leeville/East Ore Mine Agreement [Exhibit 10.1 in the Exhibit Index, Part III,
Item 13).  Pursuant to that agreement, the Company ceased mining and
exploration activities in the Lynn Mining District located in Northern Eureka
County, Nevada, and in an eight square mile area of interest surrounding that
mining district.  In return, Newmont (through its predecessor), as
claimed by Bullion, agreed to pay Bullion a one percent royalty on any
production in the Lynn Mining District and the area of interest that was
described in that agreement.  Fiscal 2007 Ended
April 30, 2007  The Fairness Hearing to reorganize the
dissolved Bullion with the newly organized Bullion Monarch Mining, Inc. was
conducted by the Utah Division of Securities on September 27, 2006.  The
Utah Division of Securities approved the reorganization and issued a Permit
Authorizing Issuance of Securities on that date.  Additional information
about this reorganization and applicable documentation are contained in the
10-KSB Annual Report of the Company for the fiscal year ended April 30, 2006,
filed with the Securities and Exchange Commission on September 19, 2007 (the
2006 Annual Report).  Fiscal 2006 Ended April 30,
2006  Information regarding the Companys
material business developments during the fiscal year ended April 30, 2006, is
contained in the 2006 Annual Report.  See the Exhibit Index, Part III, Item
13.  Corporate History  · Incorporated in the State of Utah on
May 13, 1948, under the name Bullion Monarch Mining Company.  · Changed its name to Bullion Monarch
Uranium Company on September 20, 1954.  · Changed its name to Bullion Monarch
Company on November 28, 1966.  · Acquired by merger MM&S,
effective March 3, 1969.  · Administratively dissolved by the
State of Utah on August 1, 1999.  · Organized Bullion Monarch Mining,
Inc. under the laws of the State of Utah on November 16, 2004.  · Third Judicial Court in and for Salt
Lake County, Utah, approved a reorganization between the dissolved Bullion and
the newly organized Bullion Monarch Mining, Inc., subject to a Fairness Hearing
to be conducted by the Utah Division of Securities, on March 31, 2005.  · The Utah Division of Securities
conducted a Fairness Hearing on the reorganization and approved the
reorganization on September 27, 2006.  · The Utah Division of Securities
issued a Permit Authorizing Issuance of Securities No. 001-6729-21 on September
27, 2006, to allow the newly organized Bullion Monarch Mining, Inc. to issue its
securities in exchange for the rights of the shareholders in the dissolved
Bullion.   5    Copies of
the current Articles of Incorporation and Bylaws of Bullion were filed as
Exhibits to the Companys 2006 Annual Report and are incorporated herein by
reference.  See the Exhibit Index, Exhibit Nos. 3.1 and 3.2, respectively,
in Part III, Item 13.  Additional information and documentation regarding
these corporate developments is also contained in the 2006 Annual Report.  Business  Forward-looking Statements  Statements made in this Annual Report
which are not purely historical are forward-looking statements with respect to
the goals, plan objectives, intentions, expectations, financial condition,
results of operations, future performance and business of the Company,
including, without limitation, (i) its 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 the Companys 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 the Company conducts business, changes in the interest rate
environment, legislation or regulatory requirements, conditions of the
securities markets, the Companys ability to raise capital, changes in
accounting principles, policies or guidelines, financial or political
instability, acts of war or terrorism, other economic, competitive,
governmental, regulatory and technical factors affecting Bullions operations,
products, services and prices.  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. Bullion does not undertake,
and specifically disclaims, any obligation to update any forward-looking
statements to reflect events or circumstances occurring after the date of such
statements.  Business  Bullion is a natural resource company
primarily engaged in acquiring, exploring, leasing, joint venturing and selling
mining properties.; and is developing a process through its 80% owned
subsidiary, EnShale, which it believes can extract oil from oil shale on a
commercially economical basis.  Substantially all of Bullions operations
are located in the Western United States.  Bullion continues to actively
pursue its 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.  Bullion locates and explores potential properties, with the idea
of developing them to the point of production, while turning over the day to day
operations to independent third parties.  Bullion currently has no
development operations on any of the properties that it owns.  Management believes, with current and
anticipated royalty income, that Bullion is now in a position that will allow it
to more aggressively explore and develop its current properties, while looking
for new opportunities; and to further develop its oil shale extraction
technology through EnShale.  Bullions royalty revenue from Newmonts
Leeville/East Ore Mine is currently in full production.  This production is
expected to continue for the next six to eight years.  Bullion also has a royalty interest in
its North Pipeline placer mine, operated by Nevada Rae Gold, Inc., which is in a
start-up production phase, and is projected to produce 2,400 yards alluvial
material per day.  Bullion will receive a minimum royalty of $0.50 per yard
or a 4% net royalty, whichever is greater.  On January 10, 2006, EnShale acquired
a non-exclusive right to technology covered by U.S. Patent #6,709,573 from The
Anthon Leon Smith and Rosalie Smith Revocable Living Trust.  The 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.  The
current patent was based upon prior work protected under U.S. Patent
#4,725,350.  Patent protection on the older patent has expired and
technology described in that patent is now available as public art. 
Subsequent to acquiring the non-exclusive license, EnShale engaged chemical
engineering consultants at  6    Combustion Resources, Inc. of
Provo, Utah (Combustion Resources) to evaluate the process covered by the
patent and plan for construction of a demonstration plant.  Analysis
conducted under this contract concluded that the single independent claim of the
current patent was the injection of liquid hydrocarbons into the process. 
EnShale and its consultants have not determined what the exact benefits of this
injection process will provide to the oil shale extraction process, so they have
decided to proceed with a process that will build on the public art. 
EnShale has engaged Emery Energy, an engineering firm, to further design,
develop and construct a demonstration plant to test this technology for the
commercial production of oil from oil shale; and EnShale is presently in the
process of reviewing funding avenues for this purpose, including debt and equity
financing.  Management believes that Bullion has accomplished major
breakthroughs in the development of technology for the commercial processing and
extraction of oil from oil shale rock that involves extracting oil from shale
while using clean coal technology to provide the heat necessary for the
process in a design that captures all of the greenhouse gases that contaminate
the atmosphere.  Coal gasification is currently the leading candidate to be
used as an external source of heat in the extracting of oil from oil shale;
prior extraction processes did not use an external source of heat, but ignited
the oil shale with a significant reduction in yield and quality of the final
product.  The vertical integration in the process will also eliminate the
requirement to build an associated refinery.  According to the United
States Geological survey, there are approximately 2.1 trillion barrels of oil
contained in the oil shale in the three states of Utah, Colorado and Wyoming,
which is about two times the known world reserve of oil.  According to an article published in
the Deseret Morning News, Sunday, June 10, 2007, Oil shale  Colorado, Utah
deposits rival OPEC reserve, Bloomberg News,the two states of Colorado and
Utah alone are believed to have as much oil in oil shale rock as all of the
countries in the Middle East, combined.  U. S. oil shale deposits hold an
estimated 1.5 trillion barrels of oil, while all 12 OPEC countries have a
combined proved crude oil reserves of approximately 911 million barrels.
 Exxon Mobil Corp., Chevron Corp. and Royal Dutch Shell are spending
upwards of $100 million a year testing new methods to extract oil from oil
shale, with a growing number of executives and analysts saying the new
technologies being utilized and the persistently high prices of oil make these
processes feasible.  Combined with its interest in oil
shale extraction technology, Bullion has leased mineral rights from the State of
Utah on 4,650 acres of state owned land in Eastern Utah.  Current U. S.
legislation prohibits the sale of leases on federal land to extract oil from oil
shale, though there are pending bills in the United States Congress to eliminate
this prohibition.  No assurance can be given that this prohibition will be
changed.  The Company does not believe that this prohibition will have any
effect on its current oil shale leases, which are on lands of the State of
Utah.  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 great need to exploit
this resource to make the United States far less dependent on foreign oil.  Bullion is also attempting to acquire
a larger interest in the Sumpter Oregon (now known as the Gold Mountain
property) in which it currently owns a non-controlling interest.
 Management is also currently entertaining offers from Kennecott Copper and
others to explore its Ophir lead, silver and copper property located in Ophir,
Utah; and it has had numerous inquiries into the possibility of further
exploration and drilling of the hard rock potential of Bullions North Pipeline
gold property.  Management is also contemplating Bullions own exploration
program for this very promising project.  Bullions management believes that the
environment for development of natural resources is strong as prices for metals
and oil are at near all time highs.  Management looks forward to future
growth and profitability.  EnShale Pre-Production Plant Status  Description  EnShale has completed drawings for the
construction of a pre-production plant to process oil shale in Uintah County,
Utah.  Emery Energy of Salt Lake City and Utah Fabrication of Tooele, Utah,
have joined the effort as engineering and fabrication partners.  The scope
of the pre-production test will include ore handling through oil  7    vapor cooling.  Other
aspects of EnShales proprietary process will not be tested at this stage as all
are applications of known technologies.  EnShale expects to produce
approximately 50 barrels per day at peak operation of its pre-production plant
during a 100-day operation plan over a six month period.  A variety of
operating parameters will be evaluated during the test operation to provide
details for the Companys design of a commercial facility.   Current
plans are targeted at a commercial plant capable of producing 15,000 barrels per
day at a target cost of less than $30 per barrel.  The Company has applied for a surface
rights lease with the State of Utah for land that the Company has already been
granted oil shale mineral rights leases for in the vicinity of Bonanza, Utah
(Section 25 of Township 9 South Range 24 East).  The Company has also
requested access to approximately 5,000 tons of oil shale ore currently being
stored at the BLMs White River Mine Site.  Cost  EnShale has estimated costs for the
pre-production plant project as follows:  Engineering and Equipment
   $1.8 million Surface Restoration
                  
0.1 million Other
                                          
 0.1 million Total
                                          
$2.0 million  No revenues are expected from the
operation of the pre-production plant.  Funding is anticipated to be
provided from internal sources from EnShale and Bullion.  Timing  Equipment fabrication is underway at
Utah Fabrication, with the largest items being constructed on skids to allow
transfer to Uintah County.  Other equipment is being assembled for eventual
construction on the lease site.  The Company expects to have the plant
completed in the fourth Quarter of calendar 2008 and will commence test
operations immediately.  Current Status of Properties  The following is a brief
summary of current or planned operations on the properties in which Bullion
presently has an interest:  Ophir:  No operations have been commenced on
this property; the Company has 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, management is currently entertaining
offers from Kennecott Copper and others to explore this property.  Maggie Creek: This property is
not currently in operation, but adjacent to this property is Newmonts Gold
Quarry mine, which is a producing gold mine.  Since the Company has only a
minor royalty interest in this property, it does not have the right to conduct
mining operations.  No estimates have been made or are planned regarding
determining the reserves on this property.  North Pipeline Mine:  Currently, an
unaffiliated mining company, Nevada Rae Gold, Inc. has been given rights to mine
gold from the placer deposits (the top gravel layer) on this property.  The
Company has a guaranteed royalty on this production on a sliding scale of
$12,500 minimum annual royalty per year or $0.50 a yard production royalty or a
production royalty of 4% net, whichever is greater.  No estimates have been
made on the mineral deposits on the land; however, it has 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 Bullions
own exploration program for this very promising project.   8    Leeville/East
Ore Mine:  This property is currently being mined by Newmont, and the
Company is receiving a continuing one-percent (1%) gross smelter return royalty.
 This mine is estimated to have a mine life of six to eight (6-8) years at
full production.  Newmont has estimated that full production was reached by
the end of 2007.  Gold Mountain
Property:No operations have commenced on this property; and
the Company only has an interest in the company that owns this property and not
in the property itself.  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.  EnShale Stock Ownership  The following table indicates the
current ownership of EnShale:  Stock Ownership of EnShale, Inc. Title Of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Owner
Percent of ClassCommon Stock
Common Stock
Bullion(1)
R. Don Morris(2)
32,000,000
1,680,000
80.0%
4.2%Common Stock
Common Stock
James A. Morris(2)
Robert D. Morris(2)
400,000
1,200,000
1.0%
3.0%Common Stock
Peter Passaro(2)
400,000
1.0%Common Stock
Wayne E. Pearce(2)
1,400,000
3.5%Common Stock
Common Stock
Rex L. Franson(2)
Merrill C. Fisher(2)
1,720,000
1,200,000
4.3%
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 Bullion owned to its oil shale mineral leases on Utah State
Institutional Trust Land in Eastern Utahs Uintah County.  The Company
acquired the five oil shale mineral leases exchanged for these shares from the
State of Utah.  Each lease required an initial bid on the lease.
 These initial bids totaled $9,669.  Each lease has a 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 year ended April 30, 2008, lease payments
totaled $5,231  (2) Acquired March 10, 2006, for services
rendered of an aggregate value of $264,000 or approximately $0.033 per share.
 R. Don Morris is the Chairman of the Board of EnShale; Rex L. Franson is
the CEO; Wayne E. Pearce is the Vice President and Corporate Secretary; Merrill
C. Fisher is a Vice President and Director; Robert D. Morris is Controller and a
director; Peter Passaro is a founder; and James A. Morris is a founder.
 All, with the exception of Merrill C. Fisher and Robert D. Morris are
directors and executive officers of Bullion.   9    Risk Factors  The ownership of shares of common
stock of Bullion 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 Annual Report, prior to considering
any investment in Bullion.  Risks Related To Bullion  Limited operations and continued
losses.    Bullion has operated at a loss for much of its
existence, with very limited operations in recent years. There can be no
assurance that Bullion will continue to operate at a profit.  Future financial results may
fluctuate significantly.As a result of its limited operations,
Bullion 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 Bullion has a shortfall in revenues
in relation to its expenses, or if its expenses increase before its revenues do,
then Bullions 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 Bullions quarterly and annual revenues,
expenses and operating results likely will vary significantly in the future.  Additional financing
requirements.  Bullion may be required to seek additional financing
to fund its operations and carry out its business plan.  There can be no
assurance that such financing will be available on acceptable terms, or at all.
 Bullion does 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 its best interests.  Bullion will not be successful
unless it recovers precious metals  or oil from oil shale and sells them in
U.S. or world markets.Bullions success and possible growth will
depend on its ability, or the ability of those companies in which it is 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. Bullion may
not always be able to produce at a profit because it can maintain a level of
control only over its costs and has 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.Bullion cannot be certain that its
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 Bullions assets and potential future results of
operations and cash flow.  Mining and oil shale activities
are inherently hazardous and any exposure may exceed Bullions 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 Bullion has direct or indirect interests will be subject to all the
hazards and risks normally incidental to exploration, development and production
of gold and other 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 Bullion
could elect not to insure  10    itself against such
liabilities due to high premium costs or other reasons, in which event, Bullion
could incur significant costs that could have a material adverse effect on its
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.  Bullions 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 Bullions 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 Bullions projects. Bullion is currently subject to
environmental regulations with respect to all of its properties.  Bullion is subject to federal
laws that require environmental assessments and bond/surety postings that 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
Bullion.  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, Bullion is
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 Bullions
mining properties could require it to compensate parties, if
successful, and divert managements time from operations.There
may be challenges to Bullions title in the mineral properties in which it holds
a material interest. If there are title defects with respect to any of its
properties, Bullion might be required to compensate other persons or perhaps
reduce its interest in the affected property.  Also, in any such case, the
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, Bullion is 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 Bullions
systems and resources. The Exchange Act requires that Bullion file annual,
quarterly and current reports with respect to its business and financial
condition. The Sarbanes-Oxley Act requires that Bullion maintain effective
disclosure controls and  11    procedures and internal
controls for financial reporting. Bullion currently does not have an internal
audit group. To maintain and improve the effectiveness of its disclosure
controls and procedures and internal control over financial reporting,
significant resources and management oversight will be required. This may divert
managements attention from other business concerns, which could have a material
adverse effect on Bullions business, financial condition, results of operations
and cash flows. In addition, Bullion will need to hire additional accounting and
financial staff with appropriate public company experience and technical
accounting knowledge, and management cannot assure you that Bullion will be able
to do so in a timely or cost effective fashion.  Bullion does not intend to pay
cash dividends on its 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.Bullion does not plan to declare cash dividends on
shares of its common stock in the foreseeable future. Consequently, your only
opportunity to achieve a return on your investment in Bullion will be if the
market price of Bullion common stock appreciates and you sell your shares at a
profit. There is no guarantee that the price of Bullion common stock that will
prevail in the market after this offering will ever exceed the price that you
pay.  Bullions business depends on a
limited number of key personnel, and the loss of any of these personnel could
negatively affect us.Bullions officers are important to its
success. If they become unable or unwilling to continue in their present
positions, Bullions 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 is
currently no established trading market for our shares, and there can be no
assurance that such a market will ever develop 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 Bullions common shares and reduce our
future ability to raise capital. All shares issued in the
Fairness Hearing will be 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 Bullion
common stock in the public market could decrease the prevailing market price of
Bullion common stock and its ability to raise equity capital in the future.  Penny stock rules may make
buying or selling Bullion common stock difficult.Bullion
anticipates that if a market is eventually created in its common stock, the
trading price will be at $5.00 or less per share. Securities that trade for
$5.00 or less are subject to the penny stock rules. The Securities and
Exchange Commission 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 Bullions securities 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 additional burdens imposed upon broker-dealers by such requirements
may discourage broker-dealers from effecting transactions in Bullions
securities, which could severely limit the market price and liquidity of its
securities. Broker-dealers who sell penny stocks to certain types of investors
are required to comply with the Securities and Exchange Commissions regulations
concerning the transfer of penny stocks.  These requirements may restrict
the ability of broker-dealers to sell Bullion common stock and may affect your
ability to resell Bullion common stock.  Principal Products or Services and their
Markets  Bullion presently provides no services
and owns no products; however, it has acquired and is in the  12    process of developing certain
technology for the commercial extraction of oil from oil shale.  This
technology is currently in the research and development stage, and substantial
additional funding will be required to complete this research and development
and to construct a demonstration plant to test this process.  Bullion is a natural resource company
engaged in acquiring, exploring, leasing, joint venturing and selling mining
properties.  Bullion continues to actively pursue its 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.  Bullion locates and
explores 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 Competitive
Position in the Mining and Oil Shale Industries Competition  Bullion competes with every major
mining company for the acquisition of new mining properties. Bullion has limited
resources and most companies with which Bullion competes have substantially
greater resources, personnel and expertise.  Bullions 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.  Exxon Mobil Corp., Chevron Corp. and
Royal Dutch Shell are among Bullions competitors in the extraction of oil from
oil shale, among others.  Bullions competitive position in this industry
is also not presently considered to be significant; however, that could change
if the oil shale extraction process currently being developed by Bullion proves
to be economically and commercially viable.  Patents, Trademarks, Licenses, Franchises,
Concessions, Royalty Agreements or Labor Contracts, including Duration  EnShale, Bullions majority-owned
subsidiary, acquired a non-exclusive right to technology covered by U.S. Patent
#6,709,573 from The Anthon Leon Smith and Rosalie Smith Revocable Living Trust
for $500,000 on January 10, 2006.  The 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.  The current patent was
based upon prior work protected under U.S. Patent #4,725,350.  This license
is subject to a 6% gross royalty payment paid to the owners of the patented
process, on all oil produced from the use of the patented process.  There
are also gross margin royalty payments that could increase the total royalty to
as much as 12%.  Current technology processes being developed by Bullion
for the extraction of oil from oil shale rely only on the prior public art of
the former patent that is in the public domain; any development of a process
based upon that prior public art will not be subject to these royalty payments.
 A copy of this License Agreement is filed as an Exhibit to our 2006 10-KSB
Annual Report and is incorporated herein by reference.  See Exhibit No.
10.2 in the Exhibit Index, Part III, Item 13.  Bullion has multiple royalty
agreements with Newmont.  Bullion has a 3% net smelter return royalty dated
April, 1990, on its 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.  Bullion also has a royalty interest in its
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, between Bullion and
Newmont. . Bullion also has a royalty agreement
with Nevada Rae Gold, Inc. on its North Pipeline mine 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 royalty on a
sliding scale of $12,500 minimum annual royalty per year or $0.50 a yard
production or a production royalty of 4% net, whichever is greater.
 Bullion has retained all rights to the hard rock minerals in the 440
Acres.  See the description of Bullions
properties in Part I, Item 2, and the heading Current Status of Properties, of
this Item, above.  13     Effect of Existing or Probable
Governmental Regulations on the Business  General Mining and
Oil Shale Requirements  Any Bullion United
States mining and exploration or oil shale extraction activities 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 Share
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
Bullions 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
Bullions projects. Bullion is currently subject to environmental regulations
with respect to its 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 Bullion.  At the state level, mining operations
are also regulated by various regulatory bodies including environmental, safety
and various permitting agencies.  Bullion is 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.  Securities and Exchange Commission
and Sarbanes/Oxley Act  Smaller Reporting Company  We are subject to the reporting
requirements of Section 13 of the Exchange Act, subject to the disclosure
requirements of Regulation S-K of the Securities and Exchange Commission, as a
smaller reporting company.  That designation will relieve us of some of
the informational requirements of Regulation S-K.  Sarbanes/Oxley Act  We are 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; auditor attestation to managements  14    conclusions
about internal controls (anticipated to commence with the December 31, 2009,
year end); 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 Securities and
Exchange Commission regarding proxy solicitations, as outlined in Regulation
14A. Matters submitted to stockholders of Bullion at a special or annual meeting
thereof or pursuant to a written consent will require Bullion to provide its
stockholders with the information outlined in Schedules 14A or 14C of Regulation
14; preliminary copies of this information must be submitted to the Securities
and Exchange Commission at least 10 days prior to the date that definitive
copies of this information are forwarded to stockholders.  Bullion is also required to file
annual reports on Form 10-KSB and quarterly reports on Form 10-QSB with the
Securities and Exchange Commission 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 Form 8-K.  Cost and Effects of Compliance with Environmental
Laws  Bullion is 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  Bullion presently has seven full time
employees, including two officers.  Additional Information  You may read and copy any materials
that we file with the Securities and Exchange Commission at its 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 have filed electronically with
the Securities and Exchange Commission at its Internet site at www.sec.gov.  Please call them at
1-202-551-8090 for further information on this or other Public Reference Rooms.
 The Companys Exchange Act reports are also available from commercial
document retrieval services, such as Corporation Service Company, whose
telephone number is 1-800-222-2122.    Item 2. Description of Property  Bullion has the
following interests in mineral properties and oil and gas leases.  Access
is year round, except the Sumpter, Oregon property is only accessible by
four-wheel drive during the winter months.  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, and no estimates of the mineral deposits have been made.
 The Company has no present plans to develop this mining property.  No
estimates have been made or are planned regarding determining the reserves on
this property.  15     Location of Ophir claim from Salt Lake City,
Utah [f10ksb2008lwbclean6081108002.gif]  16    Location of Ophir claim
from Tooele, Utah [f10ksb2008lwbclean6081108004.gif]  17    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.  Maggie Creek:  This property is located in
Eureka County, Nevada, seven miles north of Carlin, unpatented claims located in
sections 12 and 14, township 33 North, Range 51 East, Mount Diablo Meridian,
Lynn Mining District and is accessed via improved paved roads.  Bullions
interest in this property is limited to future three-percent (3%) royalty income
from operations performed by others mining this property.  No operations
have commenced on this property.  This property is just south of Newmonts
Gold Quarry deposit. This property is not currently in operation but adjacent to
this property is Newmonts Gold Quarry mine, which is a producing gold mine.
 Since the Company has only a minor royalty interest in this property, it
does not have the right to conduct mining operations.  No estimates have
been made or are planned regarding determining the reserves on this
property.  18     Nevada map with the Maggie Creek, North
Pipeline Mine and Leeville/East Ore Mine locations  [f10ksb2008lwbclean6081108006.gif]  19    Locations of
the Maggie Creek, North Pipeline Mine and Leeville/East Ore Mines in Central
Nevada  [f10ksb2008lwbclean6081108007.jpg]  North Pipeline Mine:  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 1⁄2;  E 1⁄2 of the NW
1⁄4 of Section 9, Twp 29, Range 47, 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 (top gravel layer).  Bullion has a guaranteed
royalty on a sliding scale of $12,500 minimum annual royalty per year or $0.50 a
yard production royalty or a production royalty of 4% net, whichever is greater.
 No estimates have been made on the mineral deposits on the land.   20    Location of
North Pipeline Mine from I-80  [f10ksb2008lwbclean6081108008.jpg]  21    Leeville/East Ore 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 Bullion is receiving a continuing
one-percent (1%) gross smelter return royalty. Location of Leeville/East Ore Mine [f10ksb2008lwbclean6081108009.jpg]  22    Leeville/East
Ore Mine BLM map  [f10ksb2008lwbclean6081108010.jpg]  23    Gold Mountain Property.Bullion owns approximately 1% of Gold Mountain Exploration and
Development Company for a $28,000 investment in a gold mine with a 750,000 ounce
drilled gold resource.  The property is located approximately seven miles
north of Sumpter, Oregon, or 40 miles southwest of Baker City, Oregon.  No
operations have commenced on this property; and the Company only has an interest
in the company that owns this 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.  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
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.   24    Location map
of EnShale leases on the Utah - Colorado border [f10ksb2008lwbclean6081108011.jpg]  25    Location of the EnShale leases in Uintah County, Utah [f10ksb2008lwbclean6081108012.jpg]  Office Building:  In August, 2005, Bullion
purchased an 1,850 square foot office building for $175,000.  This building
is used by Bullion for its executive offices.  The building is located at
299 East 950 South, Orem, Utah..  Business Building:On May 22, 2008, Bullions
management voted by a majority to purchase a property for the use of business in
the Vernal, Utah, area. Bullions majority-owned subsidiary, EnShale, is
expected to commence operations of its oil shale demonstration plant, and
subsequently, its full production facility, in that same area. The property was
purchased for $317,900 and sits at approximately 2,000 square feet of finished
interior with an additional 1,500 available to be finished.    Item 3. Legal Proceedings   Except as indicated below, Bullion is
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 Bullion. No director, executive officer or
affiliate of Bullion or owner of record or beneficially of more than five
percent of Bullions common stock is a party adverse to Bullion or has a
material interest adverse to Bullion in any proceeding.  On April 30, 2008, the Company
announced the commencement of a legal action against Newmont to collect
additional royalties it believes are owed pursuant to a 1979 agreement covering
the Leeville/East Ore Mine between predecessors of Bullion and Newmont (the
Leeville/East Ore Mine Agreement [Exhibit 10.1 in the Exhibit Index, Part III,
Item 13).  Pursuant to that agreement, the Company ceased mining and
exploration activities in the Lynn Mining District located in Northern Eureka
County, Nevada, and in an eight square mile area of interest surrounding that
mining district.  In return, Newmont (through its predecessor), as
claimed by Bullion, agreed to pay  26    Bullion a one
percent royalty on any production in the Lynn Mining District and the area
of interest that was described in that agreement.  The case in 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 the Companys attorneys under which
the Company is responsible for all costs, regardless of recovery.  No
assurance can be given that the Company will be successful in this legal
action.   Item 4. Submission of Matters to a Vote of Security
Holders  The Company held its 2007 Annual
Meeting of stockholders on January 28, 2008, and two matters were submitted to a
vote of our stockholders, the re-election of the current members of the Board of
Directors and the ratification of the appointment of Mantyla McReynolds, LLC as
the Companys independent registered public accounting firm for the fiscal year
ending April 30, 2008.  There were 24,529,844 shares voted in favor of
re-electing R. Don Morris, 11,000 against and 6, 100 abstaining; there were
24,528,844 shares voted in favor of re-electing Peter Passaro, 11,000 against
and 7, 100 abstaining; there were 24,529,844 shares voted in favor of
re-electing James A. Morris, 11,000 against and 6, 100 abstaining; there were
24,529,844 shares voted in favor of re-electing Wayne Pearce, 11,000 against and
6, 100 abstaining.  24,486,944 shares voted to ratify the appointment of
Mantyla McReynolds, LLC as our independent registered public accounting firm for
the fiscal year ending April 30, 2008, with 60,000 abstaining.   PART II    Item 5. Market for Common Equity and Related
Stockholder Matters and Small Business Issuer Purchases of Equity
Securities.  Market Information  Historically, there was an established
public market for shares of common stock of Bullion in the Pink Sheet through
November of 2002. Commencing in December, 2007, the Companys common stock began
being quoted on the OTCBB of the Financial Industry Regulatory Authority, Inc.
(FINRA) under the trading symbol BULM.  For any market that develops for
Bullions common stock, the sale of restricted securities (common stock)
pursuant to Rule 144 of the Securities and Exchange Commission 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 one year holding period of Rule 144 for
public sales of their respective holdings in our Bullion in accordance with Rule
144.   See the headings Rule 144 and Recent Sales of Unregistered
Securities of this Item below.  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 December, 2007, and for the
quarterly periods ending April 30, 2008.These quotations do not reflect actual transactions or retail mark-ups,
mark-downs or commissions.  Quarter
Ended
High
Bid
Low
BidJanuary 31, 2008
$0.70
$0.17April 30, 2008
$0.68
$.28   27    Rule 144  The following is a summary of the current 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
Bullions common stock as of the date of this Annual Report is approximately
3,550, not including an indeterminate number who may hold shares in street
name.  Dividends  Bullion has not declared any cash
dividends with respect to its common stock and does not intend to declare
dividends in the foreseeable future. The future dividend policy of Bullion
cannot be ascertained with any certainty. There are no material restrictions
limiting, or that are likely to limit, Bullions ability to pay dividends on its
securities.   28    Securities Authorized for
Issuance under Equity Compensation Plans  Plan Category
Number of Securities to be issued upon exercise of
outstanding options, warrants and rights
Weighted-average exercise price of outstanding
options, warrants and rights
Number of securities remaining available for future
issuance under equity compensation plans excluding securities reflected in
column (a)(a)
(b)
(c)Equity compensation plans approved by security
holders
None
None
NoneEquity compensation plans not approved by security
holders
None
None
NoneTotal
None
None
None   Recent Sales of Unregistered Securities  During the last three years, Bullion has issued the following unregistered
securities:  To whom
Date
Number of shares
Consideration*R. Don Morris
12/13/2006
4,378,962
Issued as debt relief for accrued officers
compensationPeter Passaro
12/13/2006
860,153
Issued as debt relief for accrued officers
compensationJames A. Morris
12/13/2006
860,153
Issued as debt relief for accrued officers
compensationWayne Pearce
12/13/2006
651,632
Issued as debt relief for accrued officers
compensationRobert Morris III
01/31/2008
100,000
Services valued at $0.05 per shareGeorge Harris
01/31/2008
75,000
Services valued at $0.05 per shareLeonard W. Burningham
01/31/2008
50,000
Services valued at $0.05 per
share * At July 31, 2004, Bullion had accrued
$777,000 in officer compensation for services rendered on or before July 31,
2004.  On December 31, 2006, Bullion resolved to issue 6,750,900 shares of
its common stock that were restricted securities valued at $0.006 per share to
relieve $40,505 in accrued officer compensation, and the remaining officer
accrued compensation in the amount of $539,245 was forgiven by the officers.
 In addition, Bullion agreed to pay the officers $197,250 in cash. As of
April 30, 2006, Bullion had accrued $72,000 in officer compensation.  See
Exhibit No. 2.1, and specifically Section 11 of Exhibit A thereof, with
references to this arrangement in the Reorganization and Exchange Offer
Agreement considered at the Fairness Hearing conducted by the Utah Division of
Securities as outlined under the heading Fairness Hearing of Part I, Item
1. Bullion
issued all of these securities to persons who were accredited investors as
that term is defined in Regulation D of the Securities and Exchange Commission;
and each such investor had prior access to all material information about
Bullion as each is and was then a director or executive officer.  Bullion
believes 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 Securities and Exchange
Commission.  Sales to accredited investors are preempted from state
regulation.  Use of Proceeds of Registered
Securities  Bullion had no proceeds from the sale
of registered securities during the periods covered by this Annual Report or the
fiscal periods reported in its consolidated financial statements that accompany
this Annual Report.   29    Purchases of
Equity Securities by Us and Affiliated Purchasers  As of April 30, 2008, the Company had
a total of 49,000 shares of common stock held as treasury stock.  During
the year ended April 30, 2008, the Company acquired 41,500 shares valued at
cost, for $26,799. The original 7,500 shares were purchased on April 12, 1986,
for $5,507.   We purchased
9,000 shares on January 28, 2008, for $0.65 per share and 9,000 shares on
January 31, 2008, for $0.68 per share for an aggregate gross purchase price of
$12,232.   Item 6. Managements Discussion and
Analysis or Plan of Operation  Plan of Operation  Forward-looking
Statements  Statements made in this Annual Report
which are not purely historical are forward-looking statements with respect to
the goals, plan objectives, intentions, expectations, financial condition,
results of operations, future performance and business of Bullion, including,
without limitation, (i) Bullions 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 Bullions 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 Bullion conducts business, changes in the interest rate environment,
legislation or regulatory requirements, conditions of the securities markets,
our ability to raise capital, changes in accounting principles, policies or
guidelines, financial or political instability, acts of war or terrorism, other
economic, competitive, governmental, regulatory and technical factors affecting
Bullions operations, products, services and prices.  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. Bullion does not undertake,
and specifically disclaims, any obligation to update any forward-looking
statements to reflect events or circumstances occurring after the date of such
statements.  General  Management believes there are adequate
funds to continue current operations for the next six to eight years, if the
Company did not fully develop the EnShale technology and related mining
operations.  Revenues from Newmonts Leeville/East Ore mine are anticipated
to be between $$3 and $3.5 million per year.  During fiscal 2009, Bullion plans to
attempt to acquire a larger interest in the Sumpter Oregon (now known as the
Gold Mountain property) in which it currently owns a non-controlling interest;
and is also currently entertaining offers from Kennecott Copper and others to
explore its Ophir lead, silver and copper property located in Ophir, Utah,  The Company also has had numerous
inquiries into the possibility of further exploration and drilling of the hard
rock potential of its North Pipeline gold property, and is contemplating its own
exploration program for this very promising project during fiscal 2009.  Bullion had expected Nevada Rae Gold,
Inc. to commence production on the North Pipeline property in late 2007.
However, it is behind schedule due to an engineering design flaw.  Bullions management believes that the
environment for development of natural resources is strong as prices for metals
and oil are at near all time highs.  Management looks forward to future
growth and profitability in this area.   30    EnShale has
completed drawings for the construction of a pre-production plant to process oil
shale in Uintah County, Utah.  Emery Energy of Salt Lake City and Utah
Fabrication of Tooele, Utah, have joined the effort as engineering and
fabrication partners.  The scope of the pre-production test will include
ore handling through oil vapor cooling.  Other aspects of EnShales
proprietary process will not be tested at this stage as all are applications of
known technologies.  During the completion of EnShales
demonstration plant, Bullion 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. The funding may take the
form of equity, debt or a combination thereof.  It will, as is normal for
such a financing process, require a proper due diligence period followed by a
contractual negotiation period  all common to the financial industry for such a
secondary public and private offering.  Bullion does not expect to sell or
dispose of any of its assets during the next 12 months. The Company does,
however, expect to experience some changes in its employee roster, as well as
that of the Board of Directors and it outside advisory board.  Managements Discussion and Analysis of
Financial Condition and Results of Operations  Year Ended April 30,
2008 compared to the Year Ended April 30, 2007  Royalty revenues increased
substantially during fiscal 2008 compared to 2007.  Bullion received
$2,662,399 in 2008 compared to $1,352,801 in fiscal 2007.  Bullions
largest revenue source is coming from the 1% royalty on Newmonts
Leeville/East Ore mine.  Newmont has increased production on its
Leeville/East Ore mine and is therefore increasing their royalty payment to
Bullion.  According to Newmont, full capacity was reached during
2007.  Bullions liabilities increased in
fiscal 2008 from $178,705 to $393,335.  The main reason for this increase
in 2008 was due to taxes payable of $250,059.  We had no taxes payable in
2007, due to a tax-loss carryforward.  Bullion was able to pay accrued
compensation in fiscal 2007 in the form of cash and securities, which decreased
its other liabilities from $72,000 to $27,000.  The leases that Bullion was
able to secure in Uinta County, Utah, in 2006, were booked as long term
liabilities.  These leases are renewable each year, and if market
conditions change, Bullion could easily fail to renew the leases.  Expenses in the fiscal year ended 2008
increased by $789,912 as compared to the fiscal year ended 2007.  The
increased expense was due to additional $549,341 in research and development
expenses and an increase of $240,571 in general and administrative expenses.
 These expenses increased primarily due to the employment of two new
employees during that period.  For the fiscal year ended April 30,
2008, Bullion had royalty revenues of $2,662,399 compared to the fiscal year
ended April 30, 2007, in the amount of $1,352,801.  General and
administrative expenses for the fiscal year ended April 30, 2007, were $864,300
compared to $1,104,871 for the fiscal year ended April 30, 2008.  Bullion
also had research and development expenses in the fiscal year ended 2008 of
$573,987 compared to $24,646 in 2007.  These revenues resulted in an
operating income of $983,541 for the fiscal year ended April 30, 2008, compared
to operating income of $463,855 for the fiscal year ended April 30, 2007.
 In the fiscal year ended April 30, 2008, Bullion had other income of $0,
interest income of $20,686, interest expense of $1,044 and a net loss to a
non-controlling interest of $37,565, compared to the fiscal year ended April 30,
2007, in which Bullion had other income of $37,500 and interest income of $4,016
and a net loss allocated to the non-controlling interest of $86,712.
 During the fiscal year ended April 30, 2008, we had an unrealized gain on
marketable securities of $8,103, with no comprehensive income in the fiscal year
ended April 30, 2007.  Bullion had a net income in the fiscal year ended
April 30, 2008, of $537,291, compared to net income for the fiscal year ended
April 30, 2007, of $640,167.  Liquidity  Bullion had cash and
cash equivalents of $1,356,679 as of April 30, 2008, and total current assets of
$1,632,102; total current liabilities of $366,461; and a total stockholders
equity of $2,482,279.   31    Off-Balance
Sheet Arrangements  Bullion had no
off-balance sheet arrangements during any of the period covered by this Annual
Report or the consolidated financial statements that accompany this Annual
Report.


Item 7. Financial Statements.        Bullion Monarch Mining, Inc.  Report of Independent Registered Public
Accounting Firm & Financial Statements April 30, 2008      Bullion Monarch Mining, Inc.  Table of Contents  PageReport of Independent Registered Public Accounting
Firm
33Consolidated Balance Sheet as of April 30,
2008
34Consolidated Statements of Operations for the years
ended April 30, 2008 and 2007
35Consolidated Statements of Stockholders Equity for
the years ended April 30, 2008 and 2007
36Consolidated Statements of Cash Flows for the years
ended April 30, 2008 and 2007
37Notes to Consolidated Financial Statements
38 - 50


32


REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   Board of Directors and Stockholders Bullion Monarch Mining, Inc Orem, Utah  We have audited the accompanying balance sheet of Bullion
Monarch Mining, Inc. as of April 30, 2008, and the related statements of
operations, stockholders equity, and cash flows for the years ended April 30,
2008 and 2007.  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 audit.  We conducted our audit 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 its 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. as of April 30, 2008, and the results of operations
and cash flows for the years ended April 30, 2008 and 2007, in conformity with
accounting principles generally accepted in the United States of America.      /s/Mantyla McReynolds, LLC  Mantyla McReynolds, LLC    Salt Lake City, Utah  July 23, 2008   33      BULLION MONARCH
MINING, INC. CONSOLIDATED BALANCE SHEET April 30, 2008  ASSETSCurrent assetsCash and
cash equivalents
$
1,356,679Royalty
receivables - Note 1

261,085Prepaid
expense

6,632Employee
advances - Note 1

3,500Taxes
receivable

4,206Total
current assets

1,632,102Property, plant and
equipment:Property,
plant and equipment, net - Note 1 & 9

337,343Other assets:Mining
properties - Note 1 & 8

273,071Oil shale
leases - Note 1 & 8

53,160Investments
- Note 1 & 13

130,084Patent -
Note 10

429,687Other
asset

20,167Total
other assets

906,169Total
assets
$
2,875,614LIABILITIES AND STOCKHOLDERS
EQUITYCurrent liabilitiesAccounts
payable
$
23,603Accrued
liabilities

83,595Taxes
payable - Note 2

250,059Deferred
tax liability - Note 2

5,181Current
portion of long-term lease obligation - Note 8

4,023Total
current liabilities

366,461LONG-TERM LIABILITIESLong-term
lease obligation - Note 8

26,874Total
long-term liabilities

26,874Total
liabilities

393,335Non-controlling interest - Note 7

-STOCKHOLDERS EQUITYPreferred
stock - par value $0.001,10,000,000 shares authorized
No
issued or outstanding

-Common
stock - par value $0.001, 100,000,000 shares
authorized
40,453,510 issued and outstanding

40,453Additional
paid-in capital

4,322,991Less
treasury stock - Note 3

(32,306)Accumulated
other comprehensive income

8,103Accumulated
deficit

(1,856,962)Total
stockholders equity

2,482,279Total
liabilities and stockholders equity
$
2,875,614 See accompanying notes to financial
statements.  34      BULLION MONARCH
MINING, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended April 30, 2008 and
2007  Consolidated Year Ended April 30,
2008

Consolidated Year Ended April 30,
2007Royalty revenues
$
2,662,399

$
1,352,801Research & development expenses

573,987


24,646General & administrative expense

1,104,871


864,300Operating
income

983,541


463,855Other income (expense)Other
income

-


37,500Interest
income

20,686


4,016Interest
expense

(1,044)


(1,161)Total other
income

19,642


40,355Net
income before non-controlling interest

1,003,183


504,210Non-controlling
interest

37,565


86,712Net
income before income taxes

1,040,748


590,922Provision/(benefit) for income taxes

503,457


(49,245)Net income
$
537,291

$
640,167Other comprehensive incomeChange in
unrealized gain on marketable securities

8,103


-Net comprehensive income
$
545,394

$
640,167Earnings per share -
basic and diluted
$
0.01

$
0.02Weighted average
shares outstanding

40,337,321


40,228,510                         See accompanying notes to financial
statements.   35     BULLION MONARCH MINING, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS
EQUITY For the years ended April 30, 2008 and
2007  Preferred Shares

Preferred Stock

Common Shares

Common Stock

Treasury Shares

Additional Paid in Capital

Accumulated Other Comprehensive
Income

Accumulated Deficit

Net Stockholders EquityBalance, April 30, 2006

-
$
-

40,228,510
$
40,229
$
(5,507)
$
4,311,966
$
-
$
(3,034,420)
$
1,312,268Net income for the year ended April 30, 2007

-

-

-

-

-

-

-

640,167

640,167Balance, April 30, 2007

-

-

40,228,510

40,229

(5,507)

4,311,966

-

(2,394,253)

1,952,435Purchase of treasury stock

-

-

-

-

(26,799)

-

-

-

(26,799)Stock issued for compensation at $.05 a
share

-

-

225,000

224

-

11,025

-

-

11,249Unrealized gain on investment, net of tax

-

-

-

-

-

-

8,103



8,103Net income for the year ended April 30, 2008

-

-

-

-

-

-

-

537,291

537,291Balance, April 30, 2008

-
$
-

40,453,510
$
40,453
$
(32,306)
$
4,322,991
$
8,103
$
(1,856,962)
$
2,482,279              See accompanying notes to financial
statements.     36  BULLION MONARCH
MINING, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended April 30, 2008 and
2007  For the Year ended April 30,
2008

For the Year ended April 30,
2007Cash flows from operating activities:Net income
$
537,291

$
640,167Adjustments to reconcile net (loss) to net cash
provided by operating activities:Non-controlling interest

(37,565)


(86,712)Depreciation

17,667


16,125Amortization

32,083


31,250Issuance of stock for
compensation

11,249


-Bad debt expense

5,659


2,153(Increase)/decrease in royalty
receivable

(117,031)


(101,808)(Increase)/decrease in
prepaid expenses

(2,375)


(4,257)(Increase)/d ecrease in employee
advances

(3,500)


11,500(Increase)/decrease in tax
receivable

(4,206)


-Increase/(decrease) in accounts
payable

9,892


(66,280)Increase/(decrease) in taxes
payable

250,059


-Increase/(decrease) in deferred
tax asset

263,745


(49,245)Increase/(decrease) in accrued
liabilities

(19,592)


85,455Increase/(decrease) in accrued
officer
compensation

(27,000)


(45,000)Net cash from operating activities

916,376


433,348Cash flows from investing activities:Purchase of froperty, plant &
equipment

(131,530)


(15,500)Payment from short-term
loans

-


10,000Purchase of available for sale
securities

(26,300)


(62,500)Purchase of other asset

(21,000)


-Net cash from investing activities

(178,830)


(68,000)Cash flows from financing activities:Payment of related party
notes

-


(2,674)Payment of note payable

(3,909)


(3,792)Payments for treasury
stock

(26,799)


-Net cash from financing activities

(30,708)


(6,466)Net increase in cash

706,838


358,882Beginning cash balance

649,841


290,959Ending cash balance
$
1,356,679

$
649,841Supplemental disclosure of cash flow
information:Cash paid for taxes
$
-

$
-Cash paid during the year for
interest
$
1,044

$
1,161     See accompanying notes to financial
statements.      37  BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2008 and
2007  NOTE 1 ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (a) Organization  Bullion Monarch Mining, Inc.
(Bullion) was organized under the laws of the State of Utah on November 16,
2004.  The Company was organized to engage in any lawful activity.  On
March 31, 2005, the Third District Court in the State of Utah approved a plan by
which Bullion Monarch Mining, Inc. shares would be exchanged with the shares of
Bullion Monarch Company, a previously dissolved corporation, for which Bullion
Monarch Mining, Inc. obtained the rights and obligations of Bullion Monarch
Company.  Accordingly, these financial statements contain operations of
Bullion Monarch Company.  Bullion derives its revenues from
exploring, acquiring and developing mining properties in the Western United
States, Although we are willing to look everywhere, the Company currently has
interests in properties in Utah, Oregon and primarily in the State of Nevada.
 The Company has been involved in mining in Nevada and more particularly in
the Carlin Trend, for over 60 years.   The Company currently has two
mines producing royalties in the Carlin Trend.  EnShale, Inc., a majority-owned
subsidiary of Bullion Monarch Mining, Inc., 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.  This subsidiary is engaged in several activities associated
with the extraction of oil from oil shale deposits in Eastern Utah.  There
are three primary directions being pursued:  (1) acquisition of mineral
rights, (2) technology development, and (3) fund-raising to support continuing
operations.  (b) Use of Estimates
in Preparation of Financial Statements  The preparation of financial
statements in conformity with U.S. 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.  (c) Cash  For purposes of the statements of
cash flows, the Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents. The Company had
$1,356,679 in cash as of April 30, 2008. Of that amount, $1,078,033 exceeds the
Federal Deposit Insurance Corporation (FDIC) insured limit of $100,000.      38   BULLION MONARCH MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2008 and
2007   NOTE
1 ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  (d) Consolidation  For the purposes of financial
disclosure, Bullion Monarch Mining, Inc. and EnShale, Inc. have been
consolidated.  All intercompany transactions have been eliminated and a
non-controlling interest was recognized. The non-controlling interest was
allocated its reportable share, thus reducing it to zero, at which point the
Company determined that Bullion would more likely than not be responsible for
maintaining the subsidiarys operations. (See Notes 6 & 7)  (e) Royalty
Revenue  The Company recognizes revenues in
accordance with the Securities and Exchange Commission, Staff Accounting
Bulletin (SAB) No. 104, Revenue Recognition SAB 104 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.  Revenue recognized under the
Leeville, East Carlin and Barrick royalty agreement is based upon 1 percent of
revenue received by the operator of the mine, Newmont, for the sale of minerals
from the mines, reduced by certain costs incurred by Newmont.  In general,
initial payment is based upon provisional royalties calculated using ounces of
gold and silver shipped during the period.  Final royalties are paid when
final settlement is made by buyers.  The Company recognizes final royalties
when payment has been received.  (f) Royalty
Receivables  Royalty receivables include certain
amounts due from mining lessees.  The Company books the receivable once ore
deposits have been mined and sold on the market.  The Company believes all
amounts are fully collectible and therefore has not booked 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.  (g) 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 year ended April 30, 2008.          39  BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2008 and
2007   NOTE
1 ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  (h) Investments  The Company owns 100,000 common
shares of Gold Mountain Exploration and Development Company (Gold Mountain)
which approximates a one-percent (1%) interest.  The Company also owns
1,476,000 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.  The unrealized gain or loss is based on the original cost of the
security verses the current fair market value.  As of April 30, 2008, the
Company recorded an unrealized gain of $8,103 and a deferred tax liability of
$5,181.  The investments fair market value was $130,084 (See Note 13).  (i) Property and
Equipment, Mining Properties, Mineral Leases  Property and equipment is recorded at
cost less accumulated depreciation. 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.  Mining
Properties Royalty interests in mineral
properties include acquired royalty interests in production stage, and
development stage properties. The fair value of acquired royalty interests in
mineral properties are capitalized as tangible assets when such interests do not
meet the definition of a financial asset under SFAS 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,
or a derivative instrument under SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. Also, in accordance with EITF, 04-02,
Working Group Report No.1, Whether Mineral Rights are Tangible or Intangible
Assets and Related Issues, we recognize our royalty interests as tangible
assets as of April 30, 2008 and 2007. We based our conclusion on the following
factors:  1. Our royalty interests in mineral
properties do not meet the definition of financial assets under FASB Statement
No. 140 and  2. Our royalty interests in mineral
properties do not meet the definition of derivative instruments under FASB
Statement No. 133  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. Exploration costs are charged to operations when
incurred.  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 year ended April 30, 2008.      40  BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2008 and
2007  NOTE
1 ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  (i) Property and
Equipment, Mining Properties, Mineral Leases (continued)  Exploration
and Development Costs Costs of acquiring mining properties
and any exploration and development costs are expensed as incurred.  Mine
development costs incurred either to develop new ore deposits, expand the
capacity of operating mines, or to develop mine areas substantially in advance
of current production are expensed. Costs incurred to maintain current
production or to maintain assets on a standby basis are charged to operations.
 Costs of abandoned projects are charged to operations upon abandonment.
The Company evaluates, at least quarterly, the carrying value of capitalized
mining costs and related property, plant and equipment costs, if any, to
determine if these costs are in excess of their net realizable value and if a
permanent impairment needs to be recorded. The periodic evaluation of carrying
value of capitalized costs and any related property, plant and equipment costs
are based upon expected future cash flows and/or estimated salvage value in
accordance with Statement of Financial accounting Standards (SFAS) No. 144,
Accounting for Impairment or Disposal of Long-Lived Assets. For the year ended
April 30, 2008, the Company has not recognized any exploration and development
costs.  (j) 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.  (k) Income
Taxes  The Company applies the provisions of
Statement of Financial Accounting Standards No. 109 [the Statement],
Accounting for Income Taxes.  The Statement 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.  See Note 2.  In July 2006, the Financial
Accounting Standards Board (FASB) issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes  an interpretation of FASB
Statement No. 109 (FIN 48), which clarifies the accounting and
disclosure for uncertainty in tax positions, as defined. FIN 48 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 FIN 48 as of May 1, 2007, 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 FIN 48. In
addition, the Company did not record a cumulative effect adjustment related to
the adoption of FIN 48.  The Company pays a minerals tax to
the State of Nevada. During the year ended April 30, 2008, the Company included
$135,665 of this mineral tax in general and administrative expenses.      41  BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2008 and
2007  NOTE
1 ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  (l) Net
Income (Loss) Per Share  In accordance with Statement of
Financial Accounting Standards No. 128, Earnings per Share (SFAS
128), the Company computes basic income (loss) per share by dividing net income
(loss) 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.  (m) Impact of New
Accounting Standards  SFAS 157 Fair Value Measurements
(September 2006) This standard defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosure about fair value measurements.
 This statement is effective for financial statements issued for fiscal
years beginning after November 15, 2007.  Early adoption is encouraged.
 The Company is continuing to evaluate SFAS 157 and to assess the impact on
its results of operations and financial condition.  SFAS 158 Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans (September 2006) This statement is an amendment of
FASB Statements 87, 88, 106 and 132(R) (SFAS 158). SFAS 158
requires an employer to recognize the over-funded or under-funded status of a
defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its  statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income. SFAS 158 also requires the measurement of defined
benefit plan assets and obligations as of the date of the employers fiscal
year-end statement of financial position (with limited exceptions).
 Management does not expect adoption of SFAS 158 to have a material impact
on the Companys financial statements.  SFAS 159 The Fair Value Option for
Financial Assets and Financial Liabilities (February 2007) SFAS 159 creates a fair value option
allowing an entity to irrevocably elect fair value as the initial and subsequent
measurement attribute for certain financial assets and financial liabilities,
with changes in fair value recognized in earnings as they occur. SFAS 159 also
requires an entity to report those financial assets and financial liabilities
measured at fair value in a manner that separates those reported fair values
from the carrying amounts of assets and liabilities measured using another
measurement attribute on the face of the statement of financial position.
Lastly, SFAS 159 requires an entity to provide information that would allow
users to understand the effect on earnings of changes in the fair value on those
instruments selected for the fair value election. SFAS 159 is effective for
fiscal years beginning after November 15, 2007 (May 1, 2008 for the
Company), with early adoption permitted. The Company is continuing to evaluate
SFAS 159 and to assess the impact on its results of operations and financial
condition if an election is made to adopt this standard.  SFAS No. 141 (revised 2007),
Business Combinations (FAS 141R) and SFAS No. 160,
Non-controlling Interests in Consolidated Financial Statements, an Amendment of
ARB No. 51 (FAS 160) (December 2007) These new standards are the
U.S. GAAP outcome of a joint project with the International Accounting
Standards Board (IASB). FAS 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008 and
will significantly change the accounting for business combinations in a number
of areas, including the treatment of contingent consideration, acquisition
costs, intellectual property, research and development, and restructuring costs.
SFAS 160 establishes reporting requirements that clearly identify and
distinguish between the interests of the parent and the interests of the
non-controlling owners. The Company is currently evaluating the impact of
adopting FAS 141R and FAS 160 on its Consolidated Financial Statements
which are effective for the Company at the beginning of its fiscal year 2010.      42  BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2008 and
2007  NOTE
1 ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  (m) Impact of New
Accounting Standards (continued)  SFAS 161 Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FASB Statement
No. 133 (March 2008) This standard requires enhanced
disclosures about a companys derivative and hedging activities. Management does
not expect adoption of SFAS 161, which is effective for the Company at the
beginning of its fiscal year 2010, to have a material impact on the Companys
financial statements.  SFAS 162 The Hierarchy of
Generally Accepted Accounting Principles (May 2008) The new standard is intended to
improve financial reporting by identifying a consistent framework, or hierarchy,
for selecting accounting principles to be used in preparing financial statements
that are presented in conformity with generally accepted accounting principles
(GAAP) for nongovernmental entities in the United States. SFAS 162 is
effective 60 days following SEC approval of the Public Company Accounting
Oversight Board Auditing amendments to AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting Principles. The
Company is currently evaluating the impact, if any, of adopting FAS 162, on
its Consolidated Financial Statements  SFAS 163 Accounting for Financial
Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60 (May
2008) SFAS 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claim liabilities. This Statement also
requires expanded disclosures about financial guarantee insurance
contracts.  SFAS 163 is effective for fiscal years beginning on or after
December 15, 2008, and interim periods within those fiscal years. The Company
does not expect that the adoption of SFAS 163 will have a material impact on its
consolidated financial statements.  NOTE 2 INCOME TAXES  Below is a summary of deferred tax asset
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.  The tax provision
differs from amounts that would be calculated by applying federal statutory
rates to income before income taxes primarily because the valuation allowance
for deferred tax assets increased by $355,280 from a balance of $133,802 as of April 30, 2007.  Deferred tax
assets recognized fordeductible temporary difference and loss carry
forwards total $489,082, net of a valuation allowance of $489,082, as detailed below.  2008

2007Deferred Tax AssetsNet Operating
Losses
$
489,082

$
397,547Valuation
Allowance

(489,082)


(133,802)Net
Deferred Tax Asset

-


263,745Deferred Tax LiabilitiesAvailable for Sale
Securities

(5,181)


-Net
Deferred Tax Liability

(5,181)


-Net Deferred Taxes

(5,181)


263,745      43  BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2008 and
2007  NOTE 2 INCOME TAXES (Continued)  The provision for income taxes
consists of the following:  2007

2006Current TaxesFederal
$
206,626

$
-State

33,086


-Deferred TaxesFederal

229,932


(42,932)State

33,813


(6,313)Provision for Income Taxes
$
503,457

$
(49,245)  Reconciliation between income taxes
at the statutory tax rate (39%) and the actual income tax provision for
continuing operations follows:  2008

2007Expected Provision/(Benefit) (based on statutory
rate)
$
405,892

$
230,459Effect of:Non-controlling interest

(14,650)


-Federal benefit of state
taxes

(12,475)


-Net Operating Losses

(77,994)


-Non-deductible  permanent
difference

(152,596)


(79,139)Increase/(Decrease) in valuation
allowances

355,280


(200,565)Total actual provision/(benefit)
$
503,457

$
(49,245)  The Companys subsidiary has the
following operating loss carryforwards available at April 30, 2008:  Date of Operating Loss
Year of Expiration

Balance of
Loss4/30/2006
4/30/2026

$
351,4264/30/2007
4/30/2027


217,4494/30/2008
4/30/2028


685,184Total NOL Carryforward

$
1,254,059  The Company
adopted the provisions of FIN 48 on May 1, 2007. As a result of this adoption,
we have not made 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 2008 is presented in the table below:  Balance as of May 1,
2007                                                                    
$      - 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 years  - Reductions
due to expiration of statute of limitations  - Settlements
with taxing authorities -  Balance
as of April 30, 2008 $      -     44  BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2008 and
2007  NOTE 2 INCOME TAXES (Continued)  The Company has
filed income tax returns in the US. All years prior to1997 are closed by
expiration of the statute of limitations.  The years ended April 30, 1997
through 2007, will close by expiration of the statute of limitations September
2010. The year ended April 30, 2008 is 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, 2008 and 2007, the Company recognized no interest and penalties.  The
Company had no payments of interest and penalties accrued at April 30, 2008 and
2007, respectively.  NOTE 3 TREASURY STOCK  As of April 30, 2008, the Company had
a total of 49,000 shares of common stock held as treasury stock.  During
the year ended April 30, 2008, the Company acquired 41,500 shares valued at
cost, for $26,799. The original 7,500 shares were purchased on April 12, 1986,
for $5,507. The Company accounts for treasury stock within the cost method.  NOTE 4 CONCENTRATIONS  During the year ended April 30, 2008,
the Company received 99% of its royalty revenues from a single entity.  As
of April 30, 2008, the total royalty receivable balance of $261,085 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 PREFERRED AND COMMON STOCK  The Company has authorized 10,000,000
shares of preferred stock at a par value of $0.001.  The preferred shares
have rights and preferences as the Board of Directors shall determine.  To
date, the Board of Directors has not established any rights or preferences.
 There are no preferred shares issued or outstanding.  The Company has
authorized 100,000,000 shares of common stock at a par value of $.001. As of
April 30, 2008, 40,453,510 common shares were issued and outstanding.  The
Company has treasury shares of 49,000 valued at $32,306.  NOTE 6 INTERCOMPANY TRANSACTIONS  As of April 30, 2008, EnShale Inc, a
subsidiary of the Company, owed the Company $1,131,370. In addition, EnShale
Inc. also owed the Company $38,114 in accrued interest. The Company loaned
EnShale Inc. the cash so EnShale Inc. could cover some of its operating
expenses. Both the short-term loan and accrued interest were eliminated in these
consolidated financial statements.  NOTE
7 NON-CONTROLLING INTEREST  EnShale, Inc., a Wyoming Corporation,
was organized under the laws of that state on July 11, 2005.  Bullion
originally owned 100% of the subsidiarys stock. On March 10, 2006, however, the
Company agreed to issue shares to the officers of EnShale in lieu of
compensation. The Company issued 8,000,000 shares of EnShale common stock
(equivalent to $264,000 or $0.033 per share) to the officers for compensation.
On April 30, 2008, EnShale issued 20,000,000 shares of its common stock to the
Company for the purchase of oil shale leases. As of April 30, 2008, the
Companys owned 80% of EnShale.      45  BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2008 and
2007  NOTE 8 MINING PROPERTIES AND MINERAL
LEASES  Ophir:  This property is
located in Tooele County, Utah, Township 5 North, Range 4 and is accessed via
improved unpaved roads.  This property was purchased in two transactions
during the 1970s.  No operations have commenced on this property and no
estimates of the mineral deposits have been made.  Maggie Creek:  This
property is located in Eureka County, Nevada, seven (7) miles north of Carlin
and is accessed via improved paved roads.  Bullions interest in this
property is limited to future three-percent (3%) royalty income from operations
performed by others mining this property.  No operations have commenced on
this property.  The value of this property was derived from the exploration
and development costs as described in Note 1(i) 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.  North Pipeline Mine:
 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, a mining company has been given
rights to mine gold from the placer deposits (top gravel layer).  Bullion
has a guaranteed royalty on a sliding scale of $12,500 or $.50 a yard production
royalty, whichever is greater.  No estimates have been made on the mineral
deposits on the land.  Leeville/East Ore Mine:
 This property is located in Eureka County, Nevada, 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.  This mine is
estimated to have a mine life of six to eight (6-8) years at full production.  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.      46  BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2008 and
2007  NOTE 8 MINING PROPERTIES AND MINERAL
LEASES (CONTINUED)  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, 2008 and 2007, 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:  Property Name
Carrying ValueMaggie Creek
$
22,211440 Acre-Long

500Commonwealth/Ophir

250,000Leeville

360Total 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
year ended April 30, 2008, lease payments totaled $5,231.  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
Royalty11 thru 15
$10 per acre or part of acre16 thru 20
$15 per acre or part of acre21 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 (121⁄2%) is reached. In 2008 and 2007, no production royalties were
accrued or paid because production on these properties had not commenced.  These leases, as they appear on the
balance sheet, have been capitalized over ten (10) years, the expected life of
the leases, presently valued using an assumed interest rate of three-percent
(3%).  At the time of payment, an amount will be allocated between the
principle of the lease and interest expense.   47    BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2008 and
2007  NOTE 8 MINING PROPERTIES AND MINERAL
LEASES (CONTINUED)  The following is a schedule by years
of future minimum lease payments extending beyond April 30, 2008:  Year ending April 30

Amount2009

4,0232010

4,1442011

4,2682012

4,396Thereafter

14,066Total
$
30,897  NOTE 9 PROPERTY, PLANT, &
EQUIPMENT  Equipment is stated at cost less
accumulated depreciation and is summarized as follows:  Cost

Accumulated
Depreciation

NetAutomobiles
$
47,621

$
26,185

$
21,436Building

276,985


9,573


267,412Furniture & Fixtures

22,957


9,462


13,495Land

35,000


-


35,000Total Property &
Equipment
$
382,563

$
45,220

$
337,343  Depreciation expense was $17,667 and
$16,125 for the years ended April 30, 2008 and 2007, respectively.  The
cost of repairs and maintenance is charged to operations as incurred.  NOTE 10 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 $31,250 and $31,250 for 2008
and 2007, respectively. The following is a listing of the
estimated amortization expense for the next five years:  For the year ended 4/30/2009
$31,500For the year ended 4/30/2010
31,500For the year ended 4/30/2011
31,500For the year ended 4/30/2012
31,500For the year ended 4/30/2013
31,500      48  BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2008 and
2007  NOTE 11 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 12 COMPREHENSIVE INCOME (LOSS)  Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income (SFAS 130) established
standards for reporting and display of comprehensive income (loss) and its
components in a full set of general-purpose financial statements. Comprehensive
income consists of net income and unrealized gain (losses) on available-for-sale
securities. The Statement requires only additional disclosures in the
consolidated financial statements and does not affect the Companys financial
position or results of operations. (See Note 13)  NOTE 13 INVESTMENTS  The Companys investments at April
30, 2008 and 2007 are summarized as follows:  Common Stock Holdings
2008

2007Gold Mountain Exploration and Development
CompanyFair Value
$
43,000

$
28,000Cost

43,000


28,000Unrealized holding gain

-


-Sidney Resources CorporationFair Value

87,084


62,500Cost

73,800


62,500Unrealized holding gain
$
13,284

$
-Total Fair Value

130,084


62,500Total Cost

116,800


62,500Total Unrealized holding gain

13,284


-Deferred tax liability

(5,181)


-Total unrealized holding gain, net of tax
$
8,103

$
-  NOTE 14 EMPLOYEE ADVANCES  Employee advances consist of amounts
due from an employee of the Company. Payments of $500 per month will be deducted
from the employees payroll until the advance is paid in full.      49  BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2008 and
2007  NOTE 15 SUBSEQUENT EVENT  On May 22, 2008, Bullions management
voted by a majority to purchase a property for the use of business in the
Vernal, Utah, area. Bullions majority-owned subsidiary, EnShale, is expected to
commence operations of its oil shale demonstration plant, and subsequently, its
full production facility, in that same area. The property was purchased for
$317,900 and sits at approximately 2,000 square feet of finished interior with
an additional 1,500 available to be finished.       50  Item 8. Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure  None; not applicable.   Item 8(A)T. Controls and Procedures  Evaluation of Disclosure Controls and
Procedures.  Our management, with the participation of our
Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness
of our disclosure controls and procedures as of the end of the period covered by
this report.  Based on that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures,
as of the end of the period covered by this report were effective such that the
information required to be disclosed by us in reports filed under the Exchange
Act is (i) recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commissions rules and forms
and (ii) accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding disclosure.  A controls system cannot provide
absolute assurance, however, that the objectives of the controls system are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been detected.  Managements Annual Report on Internal
Control over Financial Reporting.  Our management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined
in Rule 13a-15(f) under the Exchange Act). Our internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes of accounting principles generally
accepted in the United States.  Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements.
Therefore, even those systems determined to be effective can provide only
reasonable assurance of achieving their control objectives.  Our management, with the participation of our
Chief Executive Officer and Chief Financial Officer evaluated the effectiveness
of our internal control over financial reporting as of April 30, 2008.  In
making this assessment, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control - Integrated Framework.  Based on this evaluation,
our management, with the participation of the President and Secretary, concluded
that, as of April 30 2008, our internal control over financial reporting was
effective.  This Annual Report does not include an
attestation report of our registered public accounting firm regarding internal
controls over financial reporting. Managements report was not subject to
attestation by our registered public accounting firm pursuant to the temporary
rules of the Securities and Exchange Commission that permit the Company to
provide only managements report in this Annual Report.  Changes in Internal Control over
Financial Reporting  There have been no changes in internal
control over financial reporting.   Item 8(B). Other Information  None.   PART III    Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a) of the Exchange Act  Identification of Directors and Executive
Officers  The following table sets forth the
names of all current directors and executive officers of Bullion. These persons
will serve until the next annual meeting of the stockholders or until their
successors are elected or appointed and qualified, or their prior resignation or
termination.     51   Name
Positions Held
Date of Election or
Designation
Date of Termination or
ResignationR. Don Morris
President &
1969
*Director
1969
*Peter Passaro
Chairman of the Board
1991
*James A. Morris
Secretary/Treasurer
1992
*Director
1992
*Wayne E. Pearce
Director
1997
6/24/2008Rex L. Franson
Director
2005
* *    
These persons presently serve in the capacities indicated.   Business Experience  R. Don Morris, 64, President and
Chief Executive Officer,has been a Director for Bullion since 1969. Don
is best known for his discovery of the Carlin Gold Trend in the mid-1960s,
opening the first two mills in the area for Bullion.  In 1966, Don has
worked for Bullion in various capacities, from administrative to desert and even
jungle explorative travels..  He has a lifetime of experience in mining.
Mr. Morris received a Bachelor of Science in Geology from Brigham Young
University.  Peter Passaro, 62has
served on the Board of Directors since 1991.  He was the President and CEO
of E&P Foundry in Connecticut for 19 years before selling the business and
joining Bullion. Mr. Passaro attended the University of Connecticut.  Wayne E. Pearce, 72,is
has served on the Board of Directors of Bullion since 1997.  He recently
retired from Brigham Young University where he was a professor of Business
Management, specializing in debt and equity investments and corporate finance.
Mr. Pearce has enjoyed a lengthy practice in the mining industry for over 40
years. He joined Bullion in the early 1960s.  Mr. Pearce received a degree
from the University of Utah in Economics and Finance in 1961, and his Masters
of Business Administration in 1963.  James Andrew Morris, 41,
is the Secretary and Treasurer to the Board of Directors.  He has served
the Board since 1992. Mr. Morris is the manager for Eagle Home Mortgage located
in Elko, Nevada He graduated from Brigham Young University, receiving a Bachelor
of Science degree in Business Management.  Rex L. Franson, 55, has served
as a director since January 2006 Mr. Franson spent 17 years in the
automobile business, including four years as an officer of Chrysler Corporation,
where he served as President and COO of Chrysler Financial Corporation.
 After leaving Chrysler, Mr. Franson held the position of Managing Director
in the I.T. Support organization of Brigham Young University. .  In
1978, Mr. Franson graduated from Brigham Young University with a
Bachelor of Arts in economics in 1978 and from the University of Michigan with
an M.A. in 1980.  Significant Employees  Bullion has no employees who are not
executive officers, but who are expected to make a significant contribution to
its business.  Family Relationships  R. Don Morris and James A. Morris are
father and son, respectively.  Involvement in Certain Legal Proceedings  During the past five years, no
director, person nominated to become a director, executive officer, promoter or
control person of Bullion:  (1) was a general partner or executive
officer of any business against which any bankruptcy petition was filed, either
at the time of the bankruptcy or two years prior to that time;      52  (2) was
convicted in a criminal proceeding or named subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);  (3) was subject to any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; or  (4) was found by a court of competent
jurisdiction (in a civil action), the Securities and Exchange Commission or the
Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated.  Compliance with Section 16(a) of the Exchange
Act  All directors and executive officers
of Bullion filed Form 3s reporting their beneficial ownership in Bullion as
outlined in this Annual Report, along with Form 4s respecting any dispositions
of those shares.  Code of Ethics  Bullion adopted a Code of Ethics that
is filed as Exhibit 14 to our 2006 10-KSB Annual Report and is incorporated
herein by reference.  See the Exhibit Index in Part III, Item 13.  Nominating Committee  During the Annual period ended April
30, 2008, there were no changes in the procedures by which security holders may
recommend nominees to Bullions Board of Directors; and Bullion does not
presently have a Nominating Committee for members of its Board of Directors.
 Nominations are considered by the entire Board.  Audit Committee  Bullion does
not have an Audit Committee, and it is not required to have an Audit Committee;
Bullion does not believe that the lack of an Audit Committee will have any
adverse effect on its financial statements, based upon current operations.
Management will assess whether an Audit Committee may be necessary in the
future.   Item 10. Executive Compensation  The following table sets forth the
aggregate compensation paid by Bullion for services rendered during the periods
indicated:  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
2008
2007
2006
148,380
150,000
100,000
113,670




(3)
(2)
(1)
262,050
150,000
100,000James A. Morris
Secretary
2008
2007
2006
12,000
12,000
6,000





9,000
(2)
(1)
21,000
12,000
6,000Peter Passaro
Chairman of the Board
2008
2007
2006
30,000
12,000
6,000





9,000
(2)
(1)
39,000
12,000
6,000     53   Wayne Pearce
Director
2008
2007
2006
53,778
58,470
10,746





12,385
(2)
(1)
66,163
58,470
10,746Rex Franson
Director
2008
2007
2006
114,000
68,700
21,161





(2)
(1)
114,000
68,700
21,161  (1) See the heading EnShale Stock
Ownership in Part I, Item 1, specifically Note (2) to the Table Stock
Ownership of EnShale, for information about compensation paid to directors,
officers and others in the form of common stock of EnShale.  R. Don Morris
received shares of EnShale valued at an aggregate of $55,440; James A. Morris
received shares of EnShale valued at an aggregate of $13,200; Peter Passaro
received shares of EnShale valued at an aggregate of $13,200; Wayne Pearce
received shares of EnShale valued at an aggregate of $46,200; and Rex Franson
received shares of EnShale valued at an aggregate of $56,760. (2) The following restricted securities
of Bullion were issued to these directors and officers during fiscal 2007:  To whom
Date
Number of shares
Consideration*R. Don Morris
12/13/2006
4,378,962
Issued as debt relief for accrued officers
compensationPeter Passaro
12/13/2006
860,153
Issued as debt relief for accrued officers
compensationJames A. Morris
12/13/2006
860,153
Issued as debt relief for accrued officers
compensationWayne E. Pearce
12/13/2006
651,632
Issued as debt relief for accrued officers
compensation(3)
          The following
restricted securities of Bullion were issued to these directors and
officers during fiscal 2008.To whom
Date
Number of shares
Consideration*Robert Morris III
01/31/2008
100,000
Services rendered at $0.05 per
share * At July 31, 2004, Bullion had accrued
$777,000 in officer compensation for services rendered on or before July 31,
2004.  On December 31, 2006, Bullion resolved to issue 6,750,900 shares of
its common stock that were restricted securities valued at $0.006 per share to
relieve $40,505 in accrued officer compensation, and the remaining officer
accrued compensation in the amount of $539,245 was forgiven by the officers
under the Amended Stipulation for Judgment entered on March 31, 2005.  In
addition, Bullion agreed to pay the officers $197,250 in cash. As of April 30,
2006, Bullion had accrued $72,000 in officer compensation.  See Exhibit No.
2.1 that was attached to our 2006 10-KSB Annual Report, and specifically Section
11 of Exhibit A thereof, with references to this arrangement in the
Reorganization and Exchange Offer Agreement considered at the Fairness Hearing
conducted by the Utah Division of Securities as outlined under the heading
Fairness Hearing of Part I, Item 1.  Outstanding Equity Awards  None; not applicable.  Compensation of Directors  See the Summary Compensation Table of
this Item, above.   Item 11. Security Ownership of Certain Beneficial
Owners and Management  Security Ownership of Certain Beneficial
Owners  The following table sets forth the
share holdings of those persons who were principal shareholders of Bullions
common stock as of July 28, 2008.      54  Ownership of
Principal Shareholders Title Of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Owner
Percent of ClassCommon Stock
R. Don Morris
7,799,562
19.3%Common Stock
James A. Morris
2,884,188
7.1%Common Stock
Peter Passaro
3,303,794
8.2%Total

13,987,544
34.6%  Security Ownership of Management  The following table sets
forth the share holdings of Bullions directors and executive officers as of
July 31, 2007:  Ownership of Officers and
Directors Title Of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Owner
Percent of ClassCommon Stock
R. Don Morris (1)
7,799,562
19.3%Common Stock
James A. Morris (2)
2,884,188
7.1%Common Stock
Peter Passaro
3,303,794
8.2%Common Stock
Wayne E. Pearce
1,407,225
3.5%Common Stock
Rex L. Franson
17,500
Less than 1%Total

15,412,269
38.1%  (1) 1,600 shares are owned in the name of
R. Don Morris and his spouse as JTTEN.  (2) 100,000 shares are owned indirectly
in the names of his minor children (75,000 shares) and 25,000 in the name of his
spouse.  All Directors and Officers in a Group  Five persons, who collectively own
15,596,374 shares or approximately 38.8% of the outstanding voting securities of
Bullion, comprise the directors and executive officers.  Changes in Control   There are no agreements or
arrangements which would result in a change in control of Bullion.  Securities Authorized for Issuance under Equity
Compensation Plans  None; not applicable.   Item 12. Certain Relationships and Related
Transactions  Transactions with Related Persons  Except as indicated below or under the
headings EnShale Stock Ownership, in Part I, Item I, and Recent Sales of
Unregistered Securities, in Part II, Item 5, and under Part II, Item 10
regarding compensation, there were no material transactions, or series of
similar transactions, during Bullions last three fiscal years, or any currently
proposed transactions, or series of similar transactions, to which Bullion or
any of our subsidiaries was or is to be a party, in which the amount involved
exceeded the lesser of $120,000 or one percent of the average of Bullions 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 Bullion to
own of record or beneficially more than five percent of any class of Bullion
common stock, or any member of the immediate family of any of the foregoing
persons, had an interest.  Employee advances consist of amounts
due from an employee of the Company. Payments of $500 per month will be deducted
from the employees payroll until the advance is paid in full.      55  Parents of the
Issuer  Bullion has no parents.  Transactions with Promoters and 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 Bullions last three
fiscal years, or any currently proposed transactions, or series of similar
transactions, to which Bullion 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 Bullion or any member of the immediate family of any of the
foregoing persons, had an interest.   Item 13. Exhibits  Exhibit Index  Exhibit No.
Title of Document
Location if other than attached hereto3.1
Articles of Incorporation3.2
By-Laws10.1
Leeville/East Ore Mine Agreement14
Code of Ethics21
Subsidiaries31.1
302 Certification of R. Don Morris31.2
302 Certification of James A. Morris32
906 Certification99.1
Grid map of Township 5 South Range 4 West of the
Salt Lake Meridian, Utah.99.2
10-KSB Annual Report for the fiscal year ended
April 30, 1996*  *
         Incorporated herein by
reference.   Item 14. Principal Accounting Fees and
Services  The following is a summary of the fees
billed to Bullion by its principal accountants during the fiscal years ended
April 30, 2008 and 2007:  Fee Category
2008

2007Audit Fees
$
46,234

$
29,853Audit-related Fees

0


0Tax Fees

0


0All Other Fees

0


41Total Fees
$
46,234

$
29,894  Audit Fees:  Consists of fees for
professional services rendered by our principal accountants for the audit of
Bullions annual financial statements and review of the financial statements
included in Bullions Forms 10-QSB or services that are normally provided by our
principal accountants in connection with statutory and regulatory filings or
engagements.  Audit-related Fees:  Consists of
fees for assurance and related services by our principal accountants that are
reasonably related to the performance of the audit or review of Bullions
financial statements and are not reported under Audit fees.  Tax Fees: Consists of fees for
professional services rendered by our principal accountants for tax compliance,
tax advice and tax planning.  All Other Fees:  Consists of fees
for products and services provided by our principal accountants, other than the
services reported under Audit fees, Audit-related fees, and Tax fees
above.     56   Policy on Audit Committee Pre-Approval of Audit and
Permissible Non-Audit Services of Independent Auditors  Bullion has not adopted an Audit
Committee; therefore, there is no Audit Committee policy in this regard.
However, Bullion does require approval in advance of the performance of
professional services to be provided to Bullion by its principal accountant.
Additionally, all services rendered by Bullions principal accountant are
performed pursuant to a written engagement letter between Bullion and the
principal accountant.   SIGNATURES  In accordance with Section 13 or 15(d)
of the Securities Exchange Act, the Company caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.   BULLION MONARCH MINING, INC.  Date:
8/11/2008

By:
/s/R. Don MorrisR. Don Morris, President and
Director   In accordance with the Securities Exchange
Act, this Report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated:  BULLION MONARCH MINING, INC.  Date:
8/11/2008

By:
/s/R. Don MorrisR. Don MorrisPresident and DirectorDate:
8/11/2008

By:
/s/James A. MorrisJames A. MorrisSecretary and DirectorDate:
8/11/2008

By:
/s/Wayne E. PearceWayne E. PearceDirector    57