U. S.
Securities and Exchange Commission  Washington, D. C. 20549  FORM
10-KSB/A-2  [X] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended April 30, 2007  [ ] 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  216 E. 1300 South Orem, Utah 84058 (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 [  ] No [X]  (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  1    incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[  ]  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, 2007 - $1,352,801.  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.  August 31, 2007 - $24,632. There are
approximately 24,632,741 shares of common voting stock of the Issuer held by
non-affiliates.  There has been no established public market for the
Issuers common stock during the past five years; the Issuer has therefore
arbitrarily valued these shares at the par value of its shares of common stock
or at $0.001 per share.  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:  August 31, 2007:  Common stock  40,228,510 shares
outstanding. August 31, 2007:  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]  REASON FOR AMENDMENT  This filing is being amended in response to SEC
comments.   2     TABLE OF CONTENTS  PART
I 4 Item
1. Description of Business 4 Item
2. Description of Property 18 Item
3. Legal Proceedings 30 Item
4. Submission of Matters to a Vote of Security Holders 30 PART
II 31 Item
5. Market for Common Equity and Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities.31 Item
6. Managements Discussion and Analysis or Plan of Operation 32 Item
7. Financial Statements. 34 Item
8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure53 Item
8(A)T. Controls and Procedures 53 Item
8(B). Other Information 53 PART
III 53 Item
9. Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange
Act                                                                                                               
53 Item
10. Executive Compensation 55 Item
11. Security Ownership of Certain Beneficial Owners and Management 56 Item
12. Certain Relationships and Related Transactions 57 Item
13. Exhibits 58 Item
14. Principal Accounting Fees and Services 58 SIGNATURES 59   3       PART I    Item 1. Description of Business  Business Development  Introduction  Bullion Monarch Mining,
Inc. (Bullion) was incorporated in the State of Utah on May 13, 1948, under
the name of Bullion Monarch Mining Company.  All references herein to
Bullion include Bullion and all of its predecessors or successors described
under the heading Corporate History of this Item below.  Bullion was organized
during the uranium boom of the 1950s and operated in this industry during that
era.  In 1969, it acquired M. M. & S. Exploration Co., a Nevada
corporation formed on August 3, 1955 (MM&S), under the leadership of
Robert D. Morris, Sr., the father of Bullions current President, R. Don Morris.
 MM&S had ventured into precious metals and oil exploration and
acquisition, and had constructed a flotation concentration plant during the late
1960s about one mile from Austin, Nevada, to process ore from silver mine dumps
in that area.  The plant was later used as a custom mill to process
fluorspar, antimony, gold, silver and tungsten from other sources while Bullion
owned and operated that plant.  Bullion then derived its
revenues from exploring, acquiring and developing mining properties in the
Western United States, primarily in the State of Nevada.   It
pioneered the now famous Carlin Gold area in North East Nevada, and it was the
first company to realize that most of the gold in these areas was not visible to
the naked eye, though it could be easily processed and recovered. 
Bullion constructed and operated the first two plants in the Carlin Gold area,
the Bootstrap and Blue Star mines.  It was also instrumental in bringing
Newmont Mining Corporation (Newmont) into this area and sold Newmont some of
its first Carlin Gold area properties.  Currently, Bullion receives
production royalty payments under its 1979 universal gold and silver agreement
with Newmont on Newmonts new extensive Leeville underground mine , the


Leeville/East Ore Mine


and East Ore Body , formerly known as the Big
Jim.  From 1997 to 2002, it had limited
operations.  In 1999, Bullion was
administratively dissolved by the State of Utah for failing to file its annual
reports with the Department of Commerce for the State of Utah.  It
subsequently organized Bullion Monarch Mining, Inc., a Utah corporation
(sometimes called New Bullion), and effected a court approved reorganization
whereby each shareholder of the dissolved Bullion (sometimes called Old
Bullion) exchanged rights in Old Bullion for a like number of shares in New
Bullion that each such shareholder previously owned in Old Bullion following a
fairness hearing (the Fairness Hearing) conducted by the Utah Division of
Securities on September 26, 2006.   The reorganization was essentially a
recapitalization of Old Bullion, accounted for as a reverse reorganization,
and the historical financial statements of the Company are those of the former
operating Old Bullion.  Bullion formed EnShale,
Inc., a Wyoming corporation (EnShale), and currently its majority-owned
subsidiary, on July 11, 2005, and acquired an interest in certain patented
technology and is developing other technology for the extraction of oil from oil
shale; at or about the same time, it acquired by lease an interest in certain
oil shale leases from the State of Utah.  For information
regarding Bullion and its operations during the fiscal year ended April 30,
1996, see Bullions 10-KSB Annual Report for the fiscal year ended April 30,
1996, which is incorporated herein by reference.  See the Exhibit Index,
Exhibit No. 99.2, in Part III, Item 13.  For additional information about
Bullion and its operations from 1997 through 2002, see the headings
Dissolution and Activities from 1999 to 2002 of this Item below.  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, have
substantial value , though, with the exception of the Leeville/East Ore Mine
currently owned and operated by Newmont, are not currently in production and no
estimate  4    of reserves
has been made
; and 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.  For additional information regarding
property interests of Bullion, see the heading Business of this Item below,
and the description of Bullions property interests in Part I, Item 2.  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 Old Bullion and New
Bullion, subject to a Fairness Hearing to be conducted by the Utah Division of
Securities, on March 31, 2005.  · The Utah Division of Securities
conducted a Fairness Hearing on the reorganization and approved the
reorganization on September 27, 2006.  · The Utah Division of Securities
issued New Bullion Permit Authorizing Issuance of Securities No. 001-6729-21 on
September 27, 2006, to issue its securities in exchange for the rights of the
shareholders in Old Bullion.  Copies of the current
Articles of Incorporation and Bylaws of Bullion were filed as Exhibits to our
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.  Dissolution  Commencing in 1997,
Bullion had limited operations, limited cash assets and operated at a loss.
 Following its last annual report filing on March 19, 1998, through an
administrative oversight, Bullion failed to file its annual reports with the
Utah Department of Commerce, Division of Corporations, and it was ultimately
administratively dissolved for such failure to file annual reports. Under the
Utah Revised Business Corporations Act, Utah Code Ann. § 16-10a-1 et. seq.
(2004), corporations are given two years within which to reinstate after an
administrative dissolution.  Bullion was not aware that it had failed to
file its annual reports as required or that it had been dissolved and because of
this lack of awareness, Bullion failed to reinstate its corporate existence
within the required time and thereafter had no right to administratively
reinstate.  At the time of its
dissolution, Bullion was a publicly-held company with approximately 3,588
shareholders of record; and approximately 33,496,810 shares of its common stock
were then issued and outstanding.  Bullion was also a
reporting company under Section 12(g) of the Securities Exchange Act of 1934,
as amended (the Exchange Act), and as such, was required to file annual and
quarterly reports with the Securities and  5    Exchange
Commission (the SEC) under Section 13 of the Exchange Act.  Bullion filed
no reports with the SEC following its Annual Report on Form 10-KSB for the year
ended April 30, 1996, which was filed with the SEC on May 13, 1997.  Activities from 1999 to 2002  Management of Bullion
was not aware that Bullion was dissolved until 2002.  From 1999 to 2002,
management continued to operate Bullion without being aware that it had been
administratively dissolved.  In 2002, the officers and directors of Bullion
attempted to reinstate Bullion as a Utah corporation, but were unable to do so
under Utah law.  In 2002, certain officers, directors and attorneys of
Bullion formed Corporate Creditors Committee, LLC, a Utah limited liability
company (CCC).  The purpose of forming CCC was to provide an entity that
could assemble, maintain and take control of the assets of Bullion; to pay the
creditors of Bullion; and to deliver the remaining assets of Bullion to the
shareholders of Bullion.  Corporate Creditors Committee,
LLC  After its dissolution,
Bullions former legal counsel and certain of its directors caused CCC to be
formed.  CCCs manager was the former lawyer of Bullion and its members
included the manager, another lawyer and several former members of Bullions
Board of Directors.  The former directors of Bullion agreed to participate
in the formation of CCC due to their belief that there was no process available
to reinstate Bullion as an existing corporation.  Utah Litigation  On December 19, 2002,
CCC filed a complaint in the Third Judicial District Court, Division II, in and
for Salt Lake County, Utah, Sandy Department, naming Bullion and Does 1 through
10 as defendants, in Case No. 020414349 (the Utah Litigation).  The
complaint alleged that the members of CCC were owed salaries and other expenses
by Bullion.  Bullion, through its former legal counsel, stipulated to a
judgment in full satisfaction of claims by CCC and its members.  As a
result of the stipulation, Bullions assets were purportedly acquired by CCC.
 Pursuant to such stipulation, CCC agreed to pay a portion of the proceeds
from the sale of the assets, if any, to Bullion creditors not included in the
CCC group.  This judgment and court order were set aside in the New Utah
Litigation discussed below under the heading New Utah Litigation of this Item
below.  Nevada Litigation  The Bullion assets
purportedly acquired by CCC in December, 2002, included an interest in a mining
property located in Eureka County, State of Nevada, formerly
known as the
Big Jim and now known as

the Leeville/East
Ore Mine
(the Newmont Property).  Bullions interest in the Newmont
Property was a royalty interest (Newmont Royalty).  The patented and
unpatented mining claims associated with the Newmont Property were owned by
Newmont USA Limited, a Delaware corporation doing business as Newmont Mining
Corporation (Newmont).  At the time of the completion of the Utah
Litigation, Newmont owed Bullion more than $900,000 in royalties from the
Newmont Property, as well as continuing royalties. Following the completion of
the Utah Litigation, CCC notified Newmont that it was the owner of the Bullion
assets, including the Newmont Royalty.  CCC demanded that Newmont deliver
the accrued Newmont Royalty to CCC and that Newmont pay all future proceeds of
the Newmont Royalty to CCC.  Newmont filed an action
in the Seventh Judicial District Court, State of Nevada, in and for Eureka
County, Case No. CV-0303-023 (the Nevada Litigation).  Bullion, CCC and
Joe Does 1 through 99 were named as defendants in such complaint.  Pursuant
to the complaint, Newmont sought a declaratory order from the court as to who
was the owner of the accrued Newmont Royalty and the continuing Newmont Royalty
interests.  A default judgment was entered to the effect that Bullion had
no interest in the Newmont Royalty.  CCC did file an answer and discovery
in the Nevada Litigation was commenced by Newmont.  Pursuant to the
stipulation of the parties in the Nevada Litigation, Bullions default judgment
in the Nevada Litigation was set aside in 2004.   6    Certain non-management shareholders of Bullion (Intervening
Shareholders) intervened in the Nevada Litigation seeking to prevent an order
from the Nevada court giving CCC any rights to the Bullion assets.  During the discovery
process, the directors of Bullion, some of whom were then members of CCC, were
informed by new legal counsel for Bullion that there was a procedure that would
allow the formation of New Bullion and the issuance of New Bullion shares of
common stock to the Old Bullion shareholders as a part of a plan to reacquire
the Bullion assets for the benefit of the Old Bullion shareholders and
creditors.  Thereafter, the former directors of Old Bullion developed a
plan of reorganization (the Reorganization and Exchange Offer Agreement) to
form New Bullion, to acquire the Old Bullion assets from CCC and to commence
active operations in New Bullion.  The Intervening Shareholders agreed to
terms and provisions of the Reorganization and Exchange Offer Agreement.  Although the former
directors of Old Bullion owned a majority of the membership interests of CCC,
the former lawyer of Old Bullion, who was also the manager of CCC, had control
of CCC and initially did not agree to the transfer of Old Bullion assets to New
Bullion. After several months of negotiation and the payment of claimed
outstanding legal fees to the previous Old Bullion lawyer, he, CCC and the
former directors of Old Bullion entered into a settlement agreement (the Full
Settlement and Release Agreement) agreeing that the Reorganization and Exchange
Offer Agreement could go forward.  A copy of the Full Settlement and
Release Agreement is filed as an Exhibit to this Annual Report and is
incorporated herein by reference.  See the Exhibit Index, Exhibit No. 10.1,
in Part III, Item 13.  To proceed with the New
Bullion Reorganization and Exchange Offer Agreement, funds were required to pay
the amount of stipulated legal fees agreed to therein to the former Old Bullion
lawyer, as well as to pay other outstanding legal fees and future legal,
printing, mailing and other fees and expenses that would arise in connection
with developing and carrying out the Reorganization and Exchange Offer
Agreement.  CCC, Newmont and the Intervening Shareholders stipulated to
release a portion of the Newmont Royalty to be used for those purposes.  On August 24, 2004, the
Nevada court issued an order approving a stipulation entered into by Newmont,
Old Bullion, CCC and the Intervening Shareholders that provided for the
following:  · $159,632.95 of the
Newmont Royalty proceeds would be delivered by Newmont to the law firm of
Robinson, Belaustegui, Sharp & Low, legal counsel for the Intervening
Shareholders (the RBSL Law Firm), as receiver, to distribute such funds as
agreed in the stipulation.  · The Nevada Litigation
would be resolved in Nevada with notice of entry of judgment and decree.  · CCC would dismiss all
claims it had against any party in the Nevada Litigation.  · CCC would obtain a
court order setting aside the stipulated settlement agreement in full
satisfaction of all claims and an order thereon that awarded the Bullion assets
to CCC that was entered in the Utah Litigation discussed above.  On June 13, 2005, the
Nevada court issued an order and decree that New Bullion was the true owner of
the Newmont Royalty proceeds under the 1979 agreement that Newmont had with
Bullion. It was decreed that New Bullion would notify Newmont, in writing, of
instructions for the payment of accrued and accruing royalty, and that Newmont
would pay New Bullion the accrued and accruing Newmont Royalty proceeds in the
manner set forth in Newmonts 1979 agreement with Bullion.  New Bullion and
its officers and directors were ordered to fully and faithfully carry out all
the obligations and conditions set forth in the Reorganization and Exchange
Offer Agreement and Amended Stipulation for Judgment entered March 31, 2005, in
the Third Judicial Court, Salt Lake County, Utah, Case No. 040925266.  The
Nevada courts decree also provided that Newmont would pay all accrued Newmont
Royalty proceeds forthwith upon entry of the courts judgment after receiving
instructions from New Bullion regarding the payment thereof, and that Newmont
would not be liable for interest on the accrued Newmont Royalty proceeds, as
previously stipulated by the parties and ordered by the court in consideration
of the advanced payments made for expenses.  See the Nevada Litigation
Stipulated Findings of Fact, Judgment and Decree filed as an Exhibit to this
Annual Report and incorporated herein by reference as Exhibit No. 99.1 in the
Exhibit Index, Part III, Item 13.  7     New Utah Litigation  On November 30, 2004,
the former directors of Old Bullion initiated a legal proceeding in the Third
District Court for Salt Lake County State of Utah as part of the Reorganization
and Exchange Offer Agreement, styled as Case No. 040925266.  The purpose of
the New Utah Litigation was to accomplish the following:  · To obtain a court order
setting aside the court order of the original Utah Litigation approving the
stipulation to assign the Old Bullion assets to CCC.  · To obtain a court order
approving the Reorganization and Exchange Offer Agreement.  · To obtain a court order
requiring Newmont to deliver the entire Newmont Royalty to New Bullion.  The parties to the New
Utah Litigation entered into a stipulation as to the following matters:  1. The Court approval and
deeming to be fair, subject to a Fairness Hearing by the Utah Division of
Securities, of  the Reorganization and Exchange Offer Agreement.  2. The Court approval of
the New Bullion plan to substitute shares of New Bullion for shares of Old
Bullion as fair, and order the management of New Bullion to exchange their
rights as former shareholders of Old Bullion for shares of New Bullion pursuant
to the New Bullion plan; order that New Bullion is then a successor to Old
Bullion under the New Bullion Plan; and order that New Bullion proceed with the
Fairness Hearing procedure required pursuant to Utah Code Section 61-1-11.1 and
the rules of the Utah Division of Securities promulgated thereunder, or to file
a registration statement with the SEC and the Utah Division of Securities in
connection with New Bullions proposal to issue shares of New Bullion to all
other Old Bullion shareholders of record.  3. CCC shall assign,
transfer, and convey to New Bullion any and all of its right, title and interest
in and to any real property, personal property, mining claim or interest,
royalty right, money, tangible asset, intangible asset, goodwill, contact right
or other asset of any type and kind that was owned or controlled by Old
Bullion.  4. Old Bullion shall
assign, transfer and convey to New Bullion any and all of its right, title, and
interest in and to any real property, personal property, mining claim or
interest, royalty rights, money, tangible asset, intangible asset, goodwill,
contact right or other asset of any type and kind that was owned or controlled
by Old Bullion.  5. Wayne E. Pearce, Peter
Passaro, R. Don Morris, and James A. Morris, former directors of Old Bullion and
current directors of New Bullion, shall assign, transfer and convey to New
Bullion any and all of their right, title and interest in and to any real
property, personal property, mining claim or interest, royalty right, money,
tangible asset, intangible asset, goodwill, contact right or other asset of any
type and kind that was owned or controlled by Old Bullion.  6. The RBSL Law Firm shall
transfer and deliver to New Bullion any funds held by the RBSL Law Firm as
receiver in the Nevada Litigation, less any amounts necessary to pay the RBSL
Law Firm for its unpaid fees and expenses.  7. Newmont shall transfer
and deliver to New Bullion any all funds attributed to the Newmont Royalty
proceeds.  8. New Bullion is entitled
to any and all future Newmont Royalty proceeds arising in connection with the
Newmont Royalty and such future Newmont Royalty proceeds shall be paid by
Newmont directly to New Bullion.  9. The judgment of the
court in the Utah Litigation shall be set aside and all Old Bullion assets shall
be assigned, transferred and conveyed to New Bullion.  8     10. New Bullion shall assume
all liabilities of Old Bullion and all liabilities of CCC relating to the Old
Bullion assets, whether known or not known, whether now existing or hereafter
arising.  11. New Bullion shall
indemnify and hold harmless Newmont, its counsel, including Richard J. Mathews
and RBSL Law Firm, from any liability arising from matters stipulated to
pursuant to the terms of the Reorganization and Exchange Offer Agreement.  12 The majority
shareholders of Old Bullion (Wayne E. Pearce, Peter Passaro, R. Don Morris, and
James A. Morris) shall assign their Old Bullion rights and for shares of New
Bullion pursuant to the New Bullion plan.  13. New Bullion shall
immediately commence operations as the successor of Old Bullion.  14. That the reasonable
costs and expenses of each of the parties in this litigation, including
reasonable attorneys fees, be paid for by New Bullion.  The Utah court in the
New Utah Litigation issued an order approving the stipulation described above.
 See the Amended Stipulation for Judgment, Exhibit No. 2.1 to our 2006
10KSB Annual Report, and the Reorganization and Exchange Offer Agreement,
Exhibit A thereunder, incorporated herein by reference in the Exhibit Index,
Part III, Item 13.  Fairness Hearing  On September 27, 2006,
the Utah Division of Securities held a Fairness Hearing on the Reorganization
Agreement and Exchange Offer approved by the Utah court in the New Utah
Litigation, following notice of the hearing and the providing of information to
all of the former shareholders of Old Bullion, which information had been
submitted by New Bullion to the Utah Division of Securities in accordance with
its rules and regulations.  The hearing officer determined that the
Reorganization Agreement and Exchange Offer was fair; that the New Bullion
shares of common stock could be issued in exchange for the Old Bullion
shareholders rights in the dissolved Bullion; and the Utah Division of
Securities issued a permit for the issuance of the registered securities of New
Bullion to be issued under its order.   See Exhibit Nos. 2.2, 2.3 and
2.4 attached to our 2006 10KSB Annual Report, respectively, Notice of Action to
be Taken Without a Meeting of the Former Shareholders of Bullion Monarch Company
and Information Statement and Exchange Offer, State of Utah, Department of
Commerce, Securities Division, Permit Authorizing Issuance of Securities and
Letter from the State of Utah, Department of Commerce, Division of Securities,
each incorporated herein by reference, in Part III, Item 13.  Based upon the
foregoing, and in accordance with Section 3(a)(10) of the Securities Act of
1933, as amended (the Securities Act), and the general rules and regulations
of the SEC promulgated thereunder, shares of New Bullion common stock were
issued to Old Bullion shareholders in exchange for their rights in Old Bullion,
and New Bullion became a successor to Old Bullion.  The foregoing process
was required because without this procedure or the filing of a registration
statement by New Bullion covering the exchange of its shares of common stock for
rights of former shareholders of Old Bullion, the issuance of the shares of New
Bullion would have violated the registration provisions of Section 5 of the
Securities Act and similar applicable provisions of the Utah Uniform Securities
Act, Utah Code Section 61-1-1, et. seq.  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 Bullion,
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.   9    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, Bullion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 engaged in acquiring, exploring, leasing, joint venturing and
selling mining properties.  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 in new properties and to further
develop its oil shale extraction technology through its majority-owned
subsidiary, EnShale.  Bullion royalty revenue from Newmonts Leeville
/East Ore

M
ine, which recently went into
production, is expected to increase during fiscal 2008.  Information
provided to Bullion by Newmont indicates that Newmont has reached two-thirds
production capacity and will be in full production (3,200 tons per day) by year
end 2007.  This production has the potential of generating royalty revenues
to Bullion at current metal prices of approximately $2.5 to $3 million per year.
 Based on current reserves reported by Newmont, this production may
continue for the next six to eight years.  Newmont is continuing both
underground and surface exploration to add to the gold reserves on this
property.  Bullion also has a
royalty interest in Bullions N

orth

P
ipeline 440 
A

cre (now the North Pipeline)
placer mine, operated by Nevada Rae
Gold, Inc. (Nevada Rae Gold), which is in start-up production phase, and is
projected to produce 2,400 yards per day.  Bullion will receive a minimum
of $0.50 per yard or a 4% net royalty, whichever is greater, from this project.
 If production goals are met, Bullion has the potential of receiving a
minimum of $360,000 per year in royalty revenues.  On January 10, 2006,
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.  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 there is now
available as public art.  Subsequent to acquiring the non-exclusive
license, EnShale engaged chemical engineering consultants at 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 is in the process of engaging an engineering firm,
Emery Energy Company, 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
tchnology for the  10    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.  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 

G
old 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.  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.  No estimates have been made
or are planned regarding determining the reserves on 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 Pipe l
ine Mine:  Currently, an unaffilated
mining company, Nevada Rae Gold, 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.  Leeville/East
Ore Mine:  The 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.  Full production
i s estimated to

 be reached in 2007.  11     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)
12,000,000
1,680,000
60.8%
8.4%Common Stock
Common Stock
James A. Morris(2)
Robert D. Morris(2)
400,000
1,200,000
2.0%
6.0%Common Stock
Peter Passaro(2)
400,000
2.0%Common Stock
Wayne E. Pearce(2)
1,400,000
7.0%Common Stock
Common Stock
Rex L. Franson(2)
Merrill C. Fisher(2)
1,720,000
1,200,000
8.6%
6.0%Total

20,000,000
100%  (1) Acquired in exchange for License
Agreement acquired for $400,000 on January 10, 2006, or approximately $0.033 per
share.  (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 a 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.  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.     12     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 ever 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.  No active public
market for securities.  There is no active public market for
Bullion common stock and no assurance that an active market will develop, or if
developed, that it will be sustained, can be given. Bullion intends to have its
common stock quoted on the OTCBB or Pink Sheets in the near future.
 However, even if Bullion common stock is quoted on the OTCBB or the Pink
Sheets, management does not expect to have significant trading activity during
the foreseeable future.  You may not be able to liquidate your investment
in Bullion should you need or desire to do so.  Bullion will not
be successful unless it recovers precious metals and 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 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.  13     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 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 
p
rojects 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 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  14    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, the loss of whom 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.  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.  Management anticipates that a market will
exist for Bullion shares of common stock in the near future.  If a market
is created, 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 SEC has
adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. These rules require that any broker-dealer who recommends
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 SEC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 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   15    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 10KSB 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 Big Jim or Leeville/East Ore Mine
property,
which encompasses two of Newmonts mines, the East Ore Body 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 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 royalty payment of $0.50 a yard
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
Bullions properties in Part I, Item 2.  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.   16    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.  SEC and Sarbanes/Oxley Act  The integrated
disclosure system for small business issuers adopted by the SEC in Release No.
34-30968 and effective as of August 13, 1992, substantially modified the
information and financial requirements of a Small Business Issuer, defined to
be an issuer that has revenues of less than $25 million; is a U.S. or Canadian
issuer, is not an investment company, and if a majority-owned subsidiary, the
parent is also a small business issuer, provided, however, an entity is not a
small business issuer if it has a public float (the aggregate market value of
the issuers outstanding securities held by non-affiliates) of $25 million or
more.  Bullion is currently deemed to be a small business issuer.  Bullion is also subject
to the Sarbanes-Oxley Act of 2002. This Act creates 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; prohibits certain insider trading during pension
fund blackout periods; and establishes a federal crime of securities fraud,
among other provisions.  Section 14(a) of the
Exchange Act requires all companies with securities registered pursuant to
Section 12(g) of the Exchange Act to comply with the rules and regulations of
the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters
submitted to stockholders 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 SEC 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 SEC on a regular basis, and will be required to timely disclose certain
material events (e.g., changes in corporate  17    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.  Reports to Security Holders  You may read and copy
any materials that Bullion files or has filed with the SEC at the SECs Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You may also
find all of the recent reports that Bullion has filed electronically with the
SEC at their Internet site www.sec.gov.    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.  18     Location of
Ophir claim from Salt Lake City, Utah [k07a2lwbfinalreview072308002.gif]  1    Location
of Ophir claim from Tooele, Utah [k07a2lwbfinalreview072308004.gif]  2    Ophir
claims map [k07a2lwbfinalreview072308006.gif] 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.  3     Nevada map with the
Maggie Creek, North Pipe Line Mine and Leeville/East Ore Mine locations [k07a2lwbfinalreview072308008.gif]   4    Locations of the Maggie Creek, North Pipeline Mine and
Leeville/East Ore Mines in Central Nevada  [k07a2lwbfinalreview072308009.jpg]  North Pipe Line
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
unaffilated  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.   5    Location of North Pipe Line Mine from I-80  [k07a2lwbfinalreview072308010.jpg]  6     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.  This mine is estimated to
have a mine life of six to eight (6-8) years at full production.  Full
production is estimated to be reached in 2007.  7    Location of Leeville/East Ore Mine  [k07a2lwbfinalreview072308011.jpg]  8    Leeville/East Ore Mine BLM map  [k07a2lwbfinalreview072308012.jpg]  9    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.  10    Location map of Enshale leases on the Utah  Colorado
border [k07a2lwbfinalreview072308013.jpg]  11    Location of the Enshale leases in Uintah County, Utah [k07a2lwbfinalreview072308014.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.    Item 3. Legal Proceedings   See the headings Utah
Litigation. Nevada Litigation, New Utah Litigation and Fairness Hearing
of Part I, Item 1, for information about litigation in which Bullion has been
involved during the past five years.  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.   Item 4. Submission of Matters to a Vote of Security
Holders  See the heading
Fairness Hearing of Part I, Item 1, for information about matters submitted to
Bullion shareholders during the past two years; also see Exhibits Nos. 2.2. 2.3
and 2.4 in the Exhibit Index, Part III, Item 13.     12    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. There is currently no public market for Bullion
common stock.  Management of Bullion will use its best efforts to have
Bullions common stock quoted for trading on the over-the-counter market as soon
as possible. Bullion intends to submit for listing on the OTC Bulletin Board of
National Association of Securities Dealers, Inc. (the NASD) shortly after the
date of this Annual Report. Bullion cannot ensure that it will be successful in
obtaining quotations on the OTC Bulletin Board,  and no assurance can be
given that any market for Bullions common stock will develop or be
maintained.  For any market that
develops for Bullions common stock, the sale of restricted securities (common
stock) pursuant to Rule 144 of the SEC by members of management or any other
person to whom any such securities may be issued in the future may have a
substantial adverse impact on any such public market. Present members of
management have satisfied the one year holding period of Rule 144 for public
sales of their respective holdings in our Bullion in accordance with Rule 144.
  See the heading Recent Sales of Unregistered Securities of this
Item below.  A minimum holding period
of one year is required for resales under Rule 144, along with other pertinent
provisions, including publicly available information concerning Bullion that can
be satisfied by Bullion filing and maintaining reports with the SEC on a current
basis; limitations on the volume of restricted securities which can be sold in
any ninety (90) day period; the requirement of unsolicited brokers
transactions; and the filing of a Notice of Sale on Form 144.  On June 22,
2007, the SEC proposed to reduce the Rule 144 one year holding period to six
months, with comments on this and related changes to Rule 144 being due by
September 7, 2007; there is no assurance that this shortened holding period for
public resales of restricted securities under Rule 144 will be adopted or
become law.  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.  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
None  13     Equity 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
compensation * 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 SEC; 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 SEC.  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.  Purchases of Equity Securities by Us and
Affiliated Purchasers  There have been no
purchases of Bullions equity securities by it during the periods covered by
this Annual Report or the fiscal periods reported in its consolidated financial
statements that accompany this Annual Report.  As of April 30, 2007 and
2006, Bullion had a total of 7,500 shares of its common stock held as treasury
stock.  These shares were acquired on April 12, 1986, for $5,507.    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  14    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 12 months.
 Information provided by Newmont indicated that royalty payments to Bullion
from its Leeville mine would be approximately $1.2 million, for the fiscal year
ended April 30, 2007, but were actually $1.35 million.  Newmont projects to
be in full production (3,200 tons per day) by calendar year end 2007.
 Revenues from Newmont, when in full production, are anticipated to be
between $2.5 and $3 million per year.  Bullion expects
production royalty payments from the North Pipeline 440 acre property to begin
in late 2007.  Minimum royalty payments of $0.50 per yard of material
processed are calculated to be approximately one $1,250 dollars per day or
$350,000 a year, when projected operations reach 2,500 tons per day.  Current operating
expense is expected to decrease at approximately $50,000 per month or $600,000
per year.  Bullion will continue to look for and explore various mining
opportunities.  The extent to which Bullion will be able to capitalize on
the various ventures will depend on the available resources on hand.
 EnShale, Bullions majority-owned subsidiary, is currently being funded by
Bullion and required ongoing operations are calculated into Bullions operating
expense.  EnShale requires
additional capital to build and operate a pilot plant to test proprietary
research and development technology on the extraction of oil from oil shale.
 Studies are currently underway to determine the amount of funding that is
required to be raised.  EnShale is evaluating various possibilities to
raise the funding necessary to construct a pilot plant by 2008, in debt, equity,
a combination of debt and equity, joint ventures or other contractual
arrangements.  Bullion does not expect
to sell or dispose of any of its assets during the next 12 months; and no
significant changes are anticipated in their number of employees.  Managements Discussion and Analysis of
Financial Condition and Results of Operations  Year Ended April 30, 2007 compared to
the Year Ended April 30, 2006  Royalty revenues
increased substantially during fiscal 2007 compared to 2006.  Bullion
received $1,352,801 in 2007 compared to $444,375 in fiscal 2006.  Bullion's
largest revenue source is coming from the 1% royalty on Newmont's Leeville
mine.  Newmont has increased production on Leeville and is therefore
increasing their royalty payment to Bullion.  According to Newmont, they
are nearing 2/3 production capacity and expect to be at full production by the
end of calendar year 2007.  Bullion expects royalties on the Leeville mine
to continue to increase until they reach full production.   15    Bullions liabilities decreased in fiscal 2007 from $210,995 to
$178,705.  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 fiscal 2007
increased by $77,659 from fiscal 2006.  Much of the increased expense was
due to research and development expenses and an increase in general and
administrative expenses.  For the fiscal year
ended April 30, 2007, Bullion had royalty revenues of $1,352,801 compared to the
fiscal year ended April 30, 2006, in the amount of $444,375.  General and
administrative expenses for the fiscal year ended April 30, 2006, were $811,286
compared to $864,299 for the fiscal year ended April 30, 2007.  Bullion
also had research and development expenses in the fiscal year ended 2007 of
$24,646 compared to $0 in 2006.  These revenues resulted in an operating
income of $463,856 for the fiscal year ended April 30, 2007, compared to an
operating loss of $366,911 for the fiscal year ended April 30, 2006.  In
the fiscal year ended April 30, 2007, Bullion had other income of $37,500,
interest income of $4,016, interest expense of $1,161 and a net loss to a
non-controlling interest of $86,712, compared to the fiscal year ended April 30,
2006, in which Bullion had interest income of $951 and a loss on forfeiture of
property of $20,431; and a net loss allocated to the non-controlling interest of
$139,723.  Bullion had a net income in the fiscal year ended April 30,
2007, of $640,168, compared to a net loss for the fiscal year ended April 30,
2006, of $246,668.  Liquidity  Bullion had cash and
cash equivalents of $649,841 as of April 30, 2007, and total current assets of
$803,811; total current liabilities of $120,805; and a total stockholders
equity of $1,959,435.  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, 2007


Bullion Monarch Mining, Inc.  Table of Contents  PageReport of Independent Registered Public Accounting
Firm
36Consolidated Balance Sheet as of April 30,
2007
37Consolidated Statements of Operations for the years
ended April 30, 2007 and 2006
38Consolidated Statements of Stockholders Equity for
the Years Ended April 30, 2007
39Consolidated Statements of Cash Flows for the years
ended April 30, 2007 and 2006
40Notes to Consolidated Financial Statements
41 - 52         16    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, 2007, and the related
statements of stockholders equity, operations, and cash flows for the years
ended April 30, 2007 and 2006.  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, 2007, and the results
of operations and cash flows for the years ended April 30, 2007 and 2006, in
conformity with accounting principles generally accepted in the United States of
America.      /s/Mantyla McReynolds, LLC  Mantyla McReynolds, LLC    Salt Lake City, Utah  September 4, 2007     17    BULLION MONARCH
MINING, INC. CONSOLIDATED BALANCE SHEET April 30, 2007 Consolidated 2007ASSETSCurrent AssetsCash and
Cash Equivalents
$
649,841Royalty
Receivables - Note 1

144,054Prepaid
expense

4,257Short-term
loans and advances - Note 1

5,659Total
Current Assets

803,811Property, Plant and
Equipment:Property,
Plant and Equipment, net - Note 1 & 9

223,481Net
Property and Equipment

223,481Other Assets:Mining
Properties - Note 1 & 8

273,071Mineral
leases - Note 1 & 8

53,160Investments
- Note 1

90,500Patent -
Note 11

500,000Accumulated
Amortization

(39,063)Deferred
Tax Asset - Note 2

263,745Net
Other Assets

1,141,413Total
Assets
$
2,168,705LIABILITIES AND STOCKHOLDERS
EQUITYCURRENT LIABILITIESAccounts
Payable
$
13,711Accrued
Liabilities

103,188Current
Portion of Long-term Lease Obligation - Note 8

3,906Accrued
Officer Compensation - Note 10

27,000Total
Current Liabilities

147,805LONG-TERM LIABILITIESLong-term
Lease Obligation - Note 8

30,900Total
Long-term Liabilities

30,900Total
Liabilities

178,705Non-controlling interest - Note 6

37,565STOCKHOLDERS 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
40,228,510 issued and outstanding

40,229Additional
Paid-in Capital

4,311,966Less
Treasury Stock - Note 3

(5,507)Accumulated
Deficit

(2,394,253)Total
Stockholders Equity

1,952,435Total
Liabilities and Stockholders Equity
$
2,168,705 See accompanying notes to financial
statements.   18    BULLION MONARCH
MINING, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended April 30, 2007 and
2006  Consolidated Year Ended April 30,
2007

Consolidated Year Ended April 30,
2006Royalty Revenues
$
1,352,801

$
444,375Research & Development Expenses

24,646


-General & Administrative Expense

864,300


831,717Operating
Income(Loss)

463,855


(387,342)Other Income(Expense)Other
Income

37,500


-Interest
Income

4,016


951Interest
Expense

(1,161)


-Total Other
Income(Loss)

40,355


951Net
Income(Loss) Before Non-controlling Interest

504,210


(386,391)Non-controlling
Interest

86,712


139,723Net
Income(Loss) Before Income Taxes

590,922


(246,668)Provision/(Benefit) for Income Taxes

(49,245)


-Net Income(Loss)
$
640,167

$
(246,668)Earnings (Loss) Per
Share-Basic and Diluted

0.02


(0.01)Weighted Average
Shares Outstanding

40,228,510


40,228,510                             See accompanying notes to financial
statements.   19    BULLION MONARCH
MINING, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS
EQUITY For the years ended April 30, 2007 and
2006  Preferred Shares

Preferred Stock

Common Shares

Common Stock

Treasury shares

Additional Paid in Capital

Accum. Deficit

Net Stockholders EquityBalance, April 30, 2005

-


-
40,228,510


40,229


(5,507)


4,311,966


(2,787,752)


1,558,936Net income for the year ended April 30, 2006

-


-
-


-


-


-


(246,668)


(246,668)Balance, 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)

$
1,952,435    See accompanying notes to financial
statements.  20    BULLION MONARCH
MINING, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended April 30, 2007 and
2006  For the Year ended April 30,
2007

For the Year ended April 30,
2006Cash Flows From Operating Activities:Net Income
$
640,167

$
(246,668)Adjustments to reconcile net (loss) to net cash
provided by operating activities:Non-controlling Interest

(86,712)


(139,723)Depreciation

16,125


11,426Amortization

31,250


7,813Issuance of Stock for Officer
Compensation in
Subsidiary

-


264,000(Gain)/Loss on Forfeiture of
Property

-


20,431(Increase)/Decrease in Royalty
Receivable

(101,808)


1,351,690(Increase)/Decrease in
Prepaid Expenses

(4,257)


-(Increase)/Decrease in Employee
Advances

11,500


(11,500)(Increase)/Decrease in Short-term
Loans

12,153


(17,812)Increase/(Decrease) in Accounts
Payable

(66,280)


46,740Increase/(Decrease) in Deferred
Tax Asset

(49,245)


-Increase/(Decrease) in Accrued
Liabilities

85,455


(36,267)Increase/(Decrease) in Accrued
Officer
Compensation

(45,000)


(197,250)Net Cash Provided by/(Used for) Operating
Activities

443,348


1,052,880Cash Flows From Investing Activities:Purchase of Property, Plant &
Equipment

(15,500)


(235,532)Purchase
of Available for Sale Securities

(62,500)


-Purchase of Patent Rights

-


(500,000)Net Cash Provided by/(Used for) Investing
Activities

(78,000)


(7 35,532


)Cash Flows From Financing Activities:Payment of Related Party
Notes

(2,674)


(18,893)Purchase of Mineral Leases

-


(53,160)Payment of Note Payable

(3,792)


-Issuance of Debt

-


38,598Net Cash Provided by/(Used for) Financing
Activities

(6,466)


(33,455)Net Increase in Cash

358,882


283,893Beginning Cash Balance

290,959


7,066Ending Cash Balance
$
649,841

$
290,959Supplemental Disclosure of Cash Flow
Information:Cash paid for taxes
$
-

$
-Cash paid during the year for
interest
$
1,161

$
-      See accompanying notes to financial
statements.   21    BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2007 and
2006   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) Stock-Based Compensation  Effective May 1,
2006, we account for our stock-based compensation in accordance with SFAS
No. 123 (revised 2004), Share-Based Payment, (SFAS 123(R)). SFAS 123(R)
requires all share-based payments to employees, including grants of employee
stock options and restricted stock, to be recognized in the financial statements
based on their fair values. Prior to May 1, 2006, we measured compensation cost
as prescribed by Accounting Principles Board No. 25, Accounting for Stock
Issued to Employees, (APB 25).  As of April 30, 2007, the Company did not
have any sotck-based options or warrants outstanding.  (d) 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 $649,841 in cash as of April 30, 2007. Of that amount,
$398,161 exceeds the Federal Deposit Insurance Corporation (FDIC) insured limit
of $100,000.    22    BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2007 and
2006  NOTE 1 ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  ( 
e
) 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 has been recognized. (See Notes 6 & 7)  ( f

) Royalty
Revenue  The Company recognizes royalty
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.  ( g

) 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 receivable to be
past due or delinquent based on contractual payment terms.  ( 
h
) Short-term Loans and Employee Advances  Short-term loans
consist of amounts due from an unrelated non-officer of the Company.  The
loan accrues interest at a rate of ten-percent (10%) per year.  The Company
records short term loans at the lower of cost or fair value.  ( 
i
) 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 1,250,000 common shares of Sidney Resource Corporation Company which
approximates less than 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, 2007,
the recorded investments book values approximate fair market value and no
unrealized gain or loss has been recorded.   23     BULLION MONARCH MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2007 and
2006  NOTE 1 ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  ( j

) 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.  The Company implemented
SFAS 143, Accounting for Asset Retirement Obligations, effective January 1,
2003.  SFAS 143 requires the fair value of a liability for an asset
retirement obligation to be recognized in the period that it is incurred if a
reasonable estimate of fair value can be made.  The associated asset
retirement costs are capitalized as part of the carrying amount of the
long-lived asset.  The Company does not currently believe that it has any
asset retirement obligations, and therefore has not booked any such
obligation.  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, 2007 and 2006. 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  24    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, 2007.  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, 2007, the Company has not recognized any exploration and development
costs.   25      BULLION MONARCH MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2007 and
2006  NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)  ( 
j
) Property and Equipment, Mining Properties, Mineral Leases
(Continued)  Mining Properties The Company capitalizes
costs for mining properties by individual property and defers such costs for
later amortization only if the prospects for economic production are reasonably
certain. Capitalized costs are expensed in the period when the determination has
been made that economic production does not appear reasonably certain.  ( k

) 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.  ( l

) 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.  (m) 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 use stock options or other common share
equivalents.  ( n

) Impact of New Accounting Standards  FIN No. 48
Accounting for Uncertainty in Income Taxes (July 2006) Also known as
Interpretation No. 48, this interpretation requires recognition and measurement
of uncertain income tax positions using a more-likely-than-not approach.
 FIN No. 48 is effective for fiscal years beginning after December 15,
2006.  The Company is currently evaluating the impact of adoption of this
interpretation.   26    BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2007 and
2006  NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)  ( n

) Impact of New Accounting Standards (continued)  SFAS 156 Accounting
for Servicing of Financial Assets (March 2006) This statement is an
amendment of SFAS 140.  This clarifies when to separately account for
servicing rights, requires servicing rights to be separately recognized
initially at fair value, and provides the option of subsequent accounting for
servicing rights at either fair value or under the amortization method.
 The standard is effective for fiscal years beginning after September 15,
2006, but can be adopted early.  Currently, the Company does not anticipate
the adoption of SFAS 156 will have a material impact of its financial
statements.  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.  Currently, the adoption of SFAS 157 is not expected to have a
material impact on the financial statements.  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 (January 1, 2008,
for the Bank), 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 the standard.   27    BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2007 and
2006  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 decreased by $200,565 from a balance of $334,367 as of April 30, 2006.  Deferred tax
assets recognized fordeductible temporary difference and loss carry
forwards total $263,745, net of a valuation allowance of $133,802, as detailed below.  Deferred Tax Asset
2007

2006Net Operating Loss
$
1,019,350

$
1,407,351Federal

34.00%


34.00%State

5.00%


5.00%Gross Deferred Tax Asset

397,547


548,867Valuation Allowance

(133,802)


(334,367)Net Deferred Tax Asset

263,745


214,500  Reconciliation between
income taxes at the statutory tax rate (39%) and the actual income tax provision
for continuing operations follows:  2007
2006Expected Provision/(Benefit)(based on
statutory rates)
$
230,459
$
(96,200)Effect of:Deductible permanent
differences

(79,139)

(23,304)Increase/(Decrease) in valuation
allowance

(200,565)

119,504Total actual provision /
(benefit)
$
(49,245)
$
0  The Company has the
following operating loss carryforwards available at April 30, 2007:  Date of Operating Loss
Year of Expiration
Balance of Loss4/30/2002
4/30/2022

712,9304/30/2006
4/30/2026

306,420Total NOL Carry forward
$
1,019,350  The Company was able to utilize their Net Operating Loss carry
forwards in 2007.   28    BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2007 and
2006  NOTE 3 TREASURY
STOCK  As of April 30, 2007,
the Company had a total of 7,500 shares of common stock held as treasury stock.
 These shares were acquired on April 12, 1986, for $5,507.  NOTE 4 CONCENTRATIONS  The Company is
currently receiving most of their royalties from a single 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
10,000,000 authorized 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 100,000,000 common authorized shares at a par
value of $.001. There are currently 40,228,510 common shares issued and
outstanding.  The Company has treasury shares of 7,500 valued at
$5,507.  NOTE 6 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. After the issuance of shares, Bullions percentage of ownership in
Enshale stock decreased from 100% to 60%.  NOTE 7 INTERCOMPANY TRANSACTIONS  As of April 30, 2007, Enshale Inc, a subsidiary of the Company,
owed the Company $399,385. In addition, Enshale Inc. also owed the Company
$18,145 in interest associated with the short-term loan. The Company loaned
Enshale Inc. the cash so Enshale Inc. could cover some of its operating
expenses. Both the short-term loan and interest expense on Enshales Inc.s books
were eliminated in the consolidation.     29    BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2007 and
2006  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.  Full production is estimated to be reached in
2007. 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
purchased 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
purchased 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
purchased 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 purchased
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.   30    BULLION MONARCH MINING, INC. Notes to the
Consolidated Financial Statements For the years ended
April 30, 2007 and 2006  NOTE 8 MINING PROPERTIES AND MINERAL LEASES (CONTINUED) 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
purchased 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. 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, 2007 and 2006, no depletion


was reflected in the accompanying financial
statements since no amount was determined to be significant

..  The following table presents each property and its carrying
value:  Property
Name
Carrying
ValueMaggie
Creek
$
22,211North
Pipeline Mine

500Ophir

250,000Leeville/East Ore Mine

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 2006, lease payments totaled $4,893.  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 or
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) is applicable.  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 2007 and 2006, no
production royalties were accrued or paid because production on these properties
has not commenced.   31    BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2007 and
2006  NOTE 8 MINING PROPERTIES AND MINERAL LEASES
(CONTINUED)  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 principal of the lease and interest expense.  The following is a
schedule by years of future minimum lease payments extending beyond April 30,
2007:  Year ending April
30
Amount2008
$
3,9062009

4,0232010

4,1442011

4,268Thereafter

18,465Total
$
34,806  NOTE 9 PROPERTY, PLANT, & EQUIPMENT  Equipment is stated at cost less accumulated depreciation and is
summarized as follows: Cost
Accumulated
Depreciation
NetAutomobiles
$
47,621
$
16,685
$
30,936Building

147,500

6,132

141,368Furniture & Fixtures

20,911

4,734

16,177Land

35,000

-

35,000Total Property
and Equipment
$
251,032
$
27,551
$
223,481  Depreciation expense was $16,125 and $11,426 for the years ended
2007 and 2006, respectively.  The cost of repairs and maintenance is
charged to operations as incurred.  NOTE 10 DEBT FORGIVENESS  During March 2005, the Company entered into an agreement with the
officers of the Company whereby the Company issued 6,750,900 shares of the
Companys common stock valued at $0.006 per share to relieve $40,505 in accrued
officers compensation. In addition, the Company agreed to pay the officers
$197,250 in cash. The officers in return forgave $539,245 in accrued
compensation. As of April 30, 2007, the Company has accrued $27,000 in officers
compensation.   32    BULLION MONARCH
MINING, INC. Notes to the Consolidated Financial
Statements For the years ended April 30, 2007 and
2006  NOTE 11 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 $7,813 for 2007 and 2006, respectively. The following is a listing of the estimated amortization expense
for the next five years: For the year ended 4/30/2008
$
31,500For 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

31,500   NOTE 12 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.      33    Item 8. Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure  None; not applicable.   Item 8(A)T. Controls and Procedures  Managements Annual Report on Internal
Control Over Financial Reporting  As of the end of the
period covered by this Annual Report, Bullion carried out an evaluation, under
the supervision and with the participation of its President and Secretary, of
the effectiveness of its disclosure controls and procedures. Based on this
evaluation, its President and Secretary concluded that information required to
be disclosed is recorded, processed, summarized and reported within the
specified periods and is accumulated and communicated to management, including
its President and Secretary, to allow for timely decisions regarding required
disclosure of material information required to be included in our periodic SEC
reports. Bullions disclosure controls and procedures are designed to provide
reasonable assurance of achieving their objectives and its President and
Secretary have concluded that these disclosure controls and procedures are
effective to a reasonable assurance level of achieving such objectives. However,
it should be noted that the design of any system of controls is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions, regardless of how remote. In addition, Bullion
reviewed its internal controls over financial reporting, and there have been no
changes in Bullions internal controls or in other factors in the last fiscal
quarter that has materially affected or is reasonably likely to materially
affect its internal control over financial reporting.  Changes in Internal Control over
Financial Reporting  Bullion had no changes
in internal control over financial reporting during the periods covered by this
Annual Report.   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.  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
*Rex L. Franson
Director
2005
*  * These persons presently serve in the
capacities indicated.  34     Business Experience  R. Don
Morris is 63 years of age and has been a Director of Bullion since 1969.
 Mr. Morris received a Bachelor of Science degree in Geology from Brigham
Young University in 1966, and has worked for Bullion in various capacities
since.  He has a lifetime of experience in mining.  He now serves as
President and CEO of Bullion.  Peter Passarois 61 years of age and has served on the Board of Directors of Bullion
since May 1, 1991.  Mr. Passaro attended the University of Connecticut.
 He was President and CEO of E&P Foundry for 19 years.  He sold
his foundry business and has been employed as a consultant and director of
Bullion since 1991.  Wayne E.
Pearce is 71 years of age and has served on the Board of Directors of
Bullion since 1997.  Mr. Pearce has been involved in the mining business
for over 40 years.  He has consulted for Bullion since the early 1960s.
 Mr. Pearce received a degree from the University of Utah in Economics and
Finance in 1961 and an MBA degree in 1963.  He recently retired as an
instructor in Business Management from Brigham Young University, where he taught
classes in investments, corporate finance and business management.  Mr.
Pearce has worked as a consultant to Bullion since 1997.  James Andrew
Morris is 39 years of age and is the Secretary/Treasurer of Bullion.
 Mr. Morris is a graduate of Brigham Young University, receiving a Bachelor
of Science degree in Business Management.  Mr. Morris is the manager for
Eagle Home Mortgage located in Elko, Nevada, and he has worked as a director and
consultant for Bullion since 1992.  Rex L. Fransonis 53 years of age and was added to the Board of Directors of Bullion in
January, 2006.  Mr. Franson graduated from Brigham Young University with a
B.A. in economics in 1978, and from the University of Michigan with an M.A. in
1980.  He 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.  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;  (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   35    (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  Simultaneously with the
filing of this Annual Report, all directors and executive officers of Bullion
will file 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 10KSB 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, 2007, 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
2007
2006
2005
150,000
100,000
60,000





(1)
(2)
150,000
100,000
60,000James A. Morris
Secretary
2007
2006
2005
12,000
6,000
12,000





(1)
(2)
12,000
6,000
12,000Peter Passaro
Chairman of the Board
2007
2006
2005
12,000
6,000
12,000





(1)
(2)
12,000
6,000
12,000Wayne Pearce
Director
2007
2006
2005
58,470
10,746
12,000





(1)
(2)
58,470
10,746
12,000Rex Franson
Director
2007
2006
2005
68,700
21,161
0





(1)
(2)
68,700
21,161
0  36       (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 Pearce
12/13/2006
651,632
Issued as debt relief for accrued officers
compensation * 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 10KSB 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 31, 2007.  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
8,001,162
19.9%Common Stock
James A. Morris
2,884,188
7.2%Common Stock
Peter Passaro
3,303,794
8.2%Total

14,189,144
35.3%  37     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)
8,001,167
19.9%Common Stock
James A. Morris (2)
2,884,188
7.2%Common Stock
Peter Passaro
3,303,794
8.2%Common Stock
Wayne E. Pearce
1,407,225
3.4%Common Stock
Rex L. Franson
-0-
-0-Total

15,596,374
38.8%  (1) 1,600 shares are owned
indirectly in the name of his spouse.  (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.  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.  The only transaction
between related persons was a note payable to a shareholder for $21,567 for the
expenses the shareholder paid on behalf of Bullion.  The note was
non-interest bearing and due on demand.  The note was paid during the year
ended April 30, 2006.  Parents of the Issuer  Bullion has no
parent.  38     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 $60,000 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 hereto2.1
Amended Stipulation for Judgment and Order and
Judgment on Amended Stipulation*
Exhibit
A-Reorganization and Exchange Offer Agreement
2006 10KSB Annual Report2.2
Notice of Action to be Taken Without a Meeting of
the Former Shareholders of Bullion Monarch Company and Information
Statement and Exchange Offer*
2006 10KSB Annual Report2.3
State of Utah, Department of Commerce, Securities
Division Permit Authorizing Issuance of Securities*
2006 10KSB Annual Report2.4
Letter from the State of Utah, Department of
Commerce, Division of Securities*
2006 10KSB Annual Report3.1
Articles of Incorporation*
2006 10KSB Annual Report3.2
By-Laws*
2006 10KSB Annual Report10.1
Full Settlement and Release Agreement*
2006 10KSB Annual Report10.2
License Agreement for use of Patent No. US
6,709,573 B2*
2006 10KSB Annual Report14
Code of Ethics*
2006 10KSB Annual Report21
Subsidiaries*
2006 10KSB Annual Report31.1
302 Certification of R. Don Morris31.2
302 Certification of James A. Morris32
906 Certification99.1
Nevada Litigation Stipulated Findings of Fact,
Judgment and Decree*
2006 10KSB Annual Report99.2
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, 2007 and 2006:  Fee Category
2007

2006Audit Fees
$
29,853

$
12,939Audit-related Fees

0


0Tax Fees

0


0All Other Fees

41


0Total Fees
$
29,894

$
12,939  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.  39     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.  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:
7/23/2008

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:
7/23/2008

By:
/s/R. Don MorrisR. Don MorrisPresident and DirectorDate:
7/23/2008

By:
/s/James A. MorrisJames A. MorrisSecretary and DirectorDate:
7/23/2008

By:
/s/Wayne E. PearceWayne E. PearceDirector    40