PART I

Item 1.  Financial Statements

The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.

Bullion Monarch Mining, Inc.

Condensed Consolidated Financial Statements

January 31, 2010

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BULLION MONARCH MINING, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

January 31, 2010 and April 30, 2009

See accompanying notes to financial statements.

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 BULLION MONARCH MINING, INC.AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Three and Nine Months Ended January 31, 2010 and 2009

(Unaudited)

See accompanying notes to financial statements.

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BULLION MONARCH MINING, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended January 31, 2010 and 2009

Non-cash investing and financing activities:

During the quarter ended July 31, 2009, the Company retired 511,800 shares of treasury stock, reducing the par value of

Common Stock by $512 and Additional Paid-In Capital by $126,703.

During the quarter ended October 31, 2009, the Company retired 168,000 shares of treasury stock, reducing the par value of Common Stock by $168 and Additional Paid-In Capital by $49,072.

During the quarter ended October 31, 2009, the Company converted $570,000 of the Dourave note receivable into an interest in mineral rights.

During the quarter ended January 31, 2010, the Company reclassified $320,000 of the interest in mineral rights as exploration expense.

See accompanying notes to financial statements.

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Bullion Monarch Mining, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

Note 1.

Organization

Bullion Monarch Mining, Inc. (Bullion) was organized under the laws of the State of Utah on November 16, 2004.  Bullion 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 common shares would be issued for the shares of Bullion Monarch Company, Inc. (Old Bullion), a previously dissolved corporation.  Bullion obtained the rights and obligations of Old Bullion.

EnShale, Inc., a majority-owned subsidiary of the Company, is a Wyoming Corporation and was organized under the laws of that state on July 11, 2005, as International Energy Resource Development, Inc.  The name of that company was later changed to “EnShale, Inc.” (“EnShale”).   The accounts of Bullion and EnShale have been consolidated and all intercompany transactions have been eliminated.  Bullion and EnShale are collectively referred to as “the Company” in these consolidated financial statements.

The Company derives its revenues from exploring, acquiring and developing mining properties in the Western United States and South America.  The Company currently has interests in properties in Utah, Oregon, and Nevada and has entered into a joint venture to expand into Brazil.  The Company currently has two mines producing royalties in the Carlin Trend, Nevada USA.

Note 2.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with the requirements of the Securities and Exchange Commission (the “SEC”) for unaudited interim financial information.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.  Operating results for the three-month and nine-month periods ended January 31, 2010, are not necessarily indicative of the results that may be expected for the year ending April 30, 2010.  For further information, refer to the audited financial statements for the year ended April 30, 2009, and footnotes thereto included in the Company’s Form 10-K/A Annual Report for the fiscal year ended April 30, 2009.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period.  Actual results could differ from these estimates.

Certain amounts for the three and nine months ended January 31, 2010, and at April 30, 2009, have been revised.  The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10-45-16, which requires the noncontrolling interests to be classified as a separate component of net income and stockholders’ equity.  FASB ASC 810-10-45-16 is effective for the Company’s fiscal year beginning May 1, 2009.

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Bullion Monarch Mining, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

Note 3.

Significant Accounting Policies

Exploration and Development Costs

In general, exploration and development costs are expensed as incurred.  When the Company has determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to acquire and develop such property are capitalized.  Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations.  Costs of abandoned projects are charged to operations upon abandonment.  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 FASB ASC 360-10-35.

Note 4.

Recent Accounting Pronouncements

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

FAS 168, which has been codified into Accounting Standards Codification (“ASC”) Topic 105, is the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards.  All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative.  This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  The adoption of this guidance did not have an impact on the Company’s financial statements but will alter the references to accounting literature within the financial statements.

SFAS 166 Accounting for Transfers of Financial Assets – an amendment of SFAS 140 (June 2009)

SFAS 166, which has been codified into ASC Topic 860, is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets: the effects of a transfer on its financial position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of this guidance to have an impact on the Company’s results of operations, financial condition or cash flows.

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Bullion Monarch Mining, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

Note 4.

Recent Accounting Pronouncements  (Continued)

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

SFAS 167, which has been codified into ASC Topic 810, is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of SFAS 167 to have an impact on the Company’s results of operations, financial condition or cash flows.

Accounting Standards Update No. 2009-13

In October 2009, the FASB issued Accounting Standards Update No. 2009-13 for Revenue Recognition – Multiple Deliverable Revenue Arrangements (Subtopic 605-25) “Subtopic”. This accounting standard update establishes the accounting and reporting guidance for arrangements under which the vendor will perform multiple revenue – generating activities. Vendors often provide multiple products or services to their customers. Those deliverables often are provided at different points in time or over different time periods. Specifically, this Subtopic addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting.  The amendments in this guidance will affect the accounting and reporting for all vendors that enter into multiple-deliverable arrangements with their customers when those arrangements are within the scope of this Subtopic.  This Statement is effective for fiscal years beginning on or after June 15, 2010. Earlier adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity will apply the amendments under this Subtopic retrospectively from the beginning of the entity’s fiscal year.  The presentation and disclosure requirements shall be applied retrospectively for all periods presented. Currently, Management believes this Statement will have no impact on the financial statements of the Company once adopted.

Note 5.

Fair Value Measurements

The Company adopted FASB ASC 820 on May 1, 2008.  This statement defines fair value, establishes a framework to measure fair value, and expands disclosures about fair value measurements.  FASB ASC 820 defines fair value as the price that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  FASB ASC 820 establishes a fair value hierarchy used to prioritize the quality and reliability of the information used to determine fair values.  Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.  The fair value hierarchy is defined into the following three categories:

Level 1:  Quoted market prices in active markets for identical assets or liabilities.

Level 2:  Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3:  Unobservable inputs that are not corroborated by market data.

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Bullion Monarch Mining, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

Note 5.

Fair Value Measurements (Continued)

The following table provides our financial assets and liabilities carried at fair value measured on a recurring basis as of January 31, 2010: 

During the quarter ended January 31, 2010, there were no significant measurements of assets or liabilities at fair value (as defined in FASB ASC 805-20-20) on a nonrecurring basis subsequent to their initial recognition except for the marketable securities listed in the table above.  

Note 6.

Interest in Mineral Rights

As of September 8, 2009, Bullion had contributed $570,000, in the form of a note receivable, to a subsidiary of Dourave Mining and Exploration Inc. (Dourave).  The contributed monies are to be used in the Bom Jardim and Bom Jesus mining properties, which were held in the subsidiary of Dourave.   On September 28, 2009, Bullion agreed to a letter-of-intent that outlines the terms of participation in a joint venture to develop the Bom Jardim and Bom Jesus mining properties.  As a result of the letter-of-intent, Bullion cancelled the note receivable in exchange for an interest in mineral rights of $570,000. During the quarter ended January 31, 2010, the Company reclassified $320,000 of the interest in mineral rights to exploration costs.  This reclassification is based on management’s current anticipated plan to develop the mining property, which plan was developed during the quarter ended January 31, 2010.   

Once the joint venture agreement has been finalized and executed, it is anticipated that the Dourave subsidiary will contribute the Bom Jardim and Bom Jesus mining properties to the joint venture.  At that time the Company anticipates converting its $250,000 interest in mineral rights into an equity contribution into the joint venture, which will give Bullion a 33.33% interest in the joint venture.  Bullion will account for this investment under the equity method.  

Originally, as part of the letter-of-intent, Bullion agreed to contribute an additional minimum monthly amount of $80,000 until total exploration cost funding had reached $1,750,000.  This exploration cost commitment is in addition to the $250,000 the Company paid for the interest in mineral rights.  The Company has decided to accelerate certain funding payments through February 2010, and had paid  $772,941 as exploration costs as of January 31, 2010, and an additional $195,294 during February 2010. The Company anticipates returning to the $80,000 minimum monthly funding commitments during March and April 2010. Monthly funding levels after April 2010 will depend on exploration findings.    

Note 7.

Note Receivable

The Company issued a $100,000 note receivable to Paul Schiebe on October 5, 2009. The terms of the note are a 4% annual interest rate, compounding monthly according to exact days in the month, beginning November 1, 2009. The due date on the note is November 1, 2011. No payments are required until the note is due, at which time the note will be paid in full. Interest accrued as of January 31, 2010 is $967.

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Bullion Monarch Mining, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

Note 8.

Subsequent Events

On February 11, 2010, the Board of Directors of the Company announced that the Company had authorized the repurchase of up to USD $1,000,000 of its issued and outstanding shares of common stock. The Company plans to repurchase its shares for cash, from time to time in the open market, through block trades or otherwise, through December 31, 2010, with no mandatory minimum number of shares to be repurchased; no purchases have been made to March 10, 2010 under this plan.

The Company has evaluated subsequent events through March 10, 2010, the date the financial statements are available to be issued, and has concluded that no recognized or non-recognized subsequent events have occurred, other than the buyback program mentioned above, since the quarter ended January 31, 2010.  

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Item 2.  Management’s Discussions and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Business Development

Introduction

Bullion Monarch Mining, Inc. (“Bullion” or the “Company” or “we”) was incorporated under the laws of the State of Utah on November 16, 2004 (sometimes called “New Bullion”), and is a successor of Bullion Monarch Company, which was incorporated under the laws of the State of Utah on May 13, 1948 (sometimes called “Old Bullion”).  All references herein include a discussion of all predecessors or successors described under the heading “Corporate History” of this Item below.  

We are a natural resource company, which derives virtually 100% of our income from retained royalties.  We are primarily engaged in acquiring, exploring, leasing, joint venturing and selling mining properties with the goal of retaining royalties in successful projects.  Our income is currently generated from a 1% gross smelter returns royalty on Newmont Mining Corporation’s (“Newmont” [see Part II, Item 1, below]) Leeville mine.  In addition to our precious metals projects, we are developing a process through our 80% owned subsidiary, EnShale, Inc. (“EnShale”), to mine and extract oil from oil shale on a commercially economical basis.  Substantially all of our present and intended operations are located in the Western United States and Brazil.

We continue to actively pursue our long-held corporate strategy of generating royalty income through exploring and acquiring land positions in close proximity to major mining operations and/or properties with known mineral deposits for sale to third parties or development with joint venture partners; with a focus on near-production projects.  Through our subsidiary EnShale, we are seeking to acquire additional oil shale properties; and we are continuing to develop our technology believed to be capable of commercially extracting oil from oil shale.  

In 1999, Old 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 New Bullion, and completed a court approved reorganization, effective March 31, 2005, whereby shareholders of the dissolved Old Bullion exchanged rights in that company for shares in the newly organized New Bullion equal to the shares previously owned in Old Bullion, following a fairness hearing (the “Fairness Hearing”) conducted by the Utah Division of Securities on September 27, 2006.  The reorganization was essentially a recapitalization of the Old Bullion that was accounted for as a “reverse” reorganization, and the historical financial statements of the Company are those of the former operating Old Bullion.  

The Securities and Exchange Commission has advised us that it does not believe we are a “Section 12g-3 successor issuer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of Old Bullion because shareholders of the dissolved Old Bullion exchanged rights in Old Bullion resulting from its dissolution rather than shares of Old Bullion for

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shares in the Company under the court approved reorganization and subsequent Fairness Hearing.  We have been asked by the Securities and Exchange Commission to file a Form 10 Registration Statement on the Company.  We are continuing to discuss this and other issues related to the reorganization between Old Bullion and the Company with the Securities and Exchange Commission.  The discussions include the method of accounting for the reorganization of Bullion.  Management has adopted quasi-reorganization accounting for the reorganization of New Bullion, which will require taking the accumulated deficit and deferred tax balances (at the effective date of the reorganization) to zero as an offset against additional paid-in capital.  Based upon recent discussions with the Securities and Exchange Commission, we believe this accounting treatment will be acceptable; however, we may need to change the effective date of the reorganization to the date of the Fairness Hearing conducted by the Utah Division of Securities on September 27, 2006, regarding the reorganization; and we will be required to restate our financial statements for the year ended April 30, 2009, in our 10-K Annual Report for that fiscal year, and to restate our quarterly periods from that date through the date of this Quarterly Report in that 10-K Annual Report.  If we do not file a Form 15 regarding Old Bullion before April 30, 2010, we will also be required to file a 10-K for Old Bullion’s fiscal year ended April 30, 2010.  The quasi-reorganization accounting changes that have been discussed with the Securities and Exchange Commission will have no impact on our current business plans or our day-to-day business operations. We have also discussing timing issues with the Securities and Exchange Commission that will allow the Company’s common stock to continue to trade on the OTCBB until all Securities and Exchange Commission comments on any Form 10 Registration Statement filed by New Bullion have been satisfied and the Financial Industry Regulatory Authority, Inc. (“FINRA”) has approved shares of common stock of New Bullion for trading on the OTCBB, without interruption.  We will be required to request a broker to submit a new Form 211 to seek quotations of the New Bullion common stock on the OTCBB; regardless, all shares of Old Bullion are exchangeable on a one for one basis for shares of New Bullion under the reorganization.  We believe FINRA will approve quotations of our common stock on the  OTCBB once a Form 10 on New Bullion is filed and all comments of the Securities and Exchange Commission are satisfied for OTCBB quotations in the ordinary course of its review process. We base this belief upon the fact that FINRA has already approved quotations for our common stock based upon the filings with the Securities and Exchange Commission of Old Bullion, based essentially upon all of the same information contained herein and in previous filings with the Securities and Exchange Commission by Old Bullion.  A Form 15 will be filed for Old Bullion as part of the process of filing the Form 10 Registration Statement. We intend to file an 8-K Current Report that will fully describe this transition and its effects once discussions with the Securities and Exchange Commission on these matters are concluded.  We have requested that the filing of the Form 15 on Old Bullion be delayed until the effective date of the Form 10 Registration Statement that is planned to be filed and until all comments of the Securities and Exchange Commission thereon have been satisfied; we were advised on March 9, 2010, by a representative of the Office of Chief Counsel of the Securities and Exchange Commission and a representative of FINRA, that this process will be allowed, and we have made this request with the understanding that we will continue to file all reports required to be filed as a “Section 12g-3 successor issuer” for Old Bullion until all comments on the Form 10 of New Bullion have been satisfied.  

Corporate History

The following is a summary of the general business development history of Old Bullion and New Bullion. since their inception:

·

Old Bullion was 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.

·

Old Bullion administratively dissolved by the State of Utah on August 1, 1999.

·

Old Bullion’s Board of Directors organized Bullion Monarch Mining, Inc. (New Bullion) under the laws of the State of Utah on November 16, 2004.

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·

Third Judicial Court in and for Salt Lake County, Utah, approved a reorganization between the dissolved Old Bullion and the newly organized 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 between Old Bullion and New Bullion on September 27, 2006.

·

The Utah Division of Securities issued a Permit Authorizing Issuance of Securities No. 001-6729-21 on September 27, 2006, to allow the newly organized New Bullion to issue its securities in exchange for the rights of the shareholders in the dissolved Old Bullion.

The last five bulleted items were the result of the dissolution of Old Bullion for its failure to file an annual report in the State of Utah on a timely basis.  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.  Old 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, it failed to reinstate its corporate existence within the required time and thereafter had no right to administratively reinstate.  The entire process of the last four bulleted items was required because without this procedure or the filing of a registration statement with the SEC and the Utah Division of Securities by the newly formed 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 of 1933, as amended (the “Securities Act”), and similar applicable provisions of the Utah Uniform Securities Act, Utah Code Section 61-1-1, et. seq.  This reorganization was the only viable method to reinstate and reclassify Old Bullion substantially as it existed prior to its dissolution.  The reorganization placed the former shareholders of the dissolved Old Bullion in the same positions they were in prior to dissolution, provided, however, that each Old Bullion’s shareholders shares issued in New Bullion and any rights in Old Bullion were subject to cancellation if any such shareholder fails to exchange previously owned stock certificates in Old Bullion for the New Bullion shares within five years of the date of the Fairness Hearing or by September 27, 2011.  The total number of shares of common stock subject to this cancellation provision at April 30, 2008, and 2009, was 6,270,411 shares at fiscal year end April 30, 2008, and 6,115,954 shares at fiscal year end April 30, 2009. This process was approved by the Third Judicial District Court in and for Salt Lake County, State of Utah on March 31, 2005, and by the Utah Division of Securities, which issued a Securities Division Permit Authorizing Issuance of Securities, dated September 27, 2006.  For additional information on the reorganization between Old Bullion and New Bullion, see our 10-K Annual Report for the fiscal year ended April 30, 2006, for documentation regarding the reorganization and these actions, which was previously filed with the Securities and Exchange Commission.

The reorganization transaction was essentially a recapitalization of the prior Old Bullion, pursuant to the Third District Court’s approval of the reorganization and the Utah Division of Securities’ approval of the reorganization at a Fairness Hearing.  The recapitalization is what makes the transaction like a reverse merger, and therefore, the historical financial statements are those of the former operating company, Old Bullion, which was dissolved.

In an attempt to locate shareholders who have not exchanged their shares in Old Bullion for shares in New Bullion, our transfer agent conducts the following procedures to find lost shareholders: It photocopies each returned envelope and date stamps it twice; researches each shareholder in its database; modifies the shareholder on its list to reflect the returned mailing and the reason for the return; check where the incorrect address originated, and if available, contacts the person who provided the address for a possible new address; send copies of returned envelopes to the Company so that we may conduct a search of our records; check the value of all shares held by the shareholder, and if the total value is under $25, moves the shareholder’s name forward to the six-month review category to reprice all shares again at that time, and if after the second value check the shares are still under $25 in value, places the shareholder back in its Lost Shareholder Book; and if the value is more than $25, places the shareholder  in Lost Shareholder Book for review at three months from the date of receiving the envelope back, and after three months and no more than six months, initiates an Internet search and repeats this process again six months after the first search if no response is received from the shareholder. The Internet search consists of a search in “Yahoo People” and “Whitepages.com” print pages showing possible new addresses.  Our transfer agent then sends a form letter to each applicable address found, and keeps all searches, regardless of whether they are successful.  We have also published notices in various areas where there is a concentration of shareholders’ addresses; and we intend to continue this process at least annually through September 27, 2011.

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Plan of Operation

Management believes there are adequate funds to continue current operations for the next six to eight years, if we seek outside funding to develop our EnShale technology and related mining operations rather than funding it internally.  Revenues from Newmont USA Limited’s (a subsidiary of Newmont Mining Corporation [“Newmont”]) Leeville/East Ore mine are anticipated to be between $3.5M and $4.5M per year; however, these revenues may fluctuate, based upon the price of gold, and the price of gold could cause changes in the mining operations of Newmont on the Leeville/East Ore mine that could result in increases or decreases in these royalties

Our management reached an agreement  with Gold Mountain Exploration and Development Company (“Gold Mountain”) respecting its Sumpter Oregon property (now known as the “Gold Mountain” property), to increase our 1% ownership by funding its legal fees to ensure Gold Mountain’s legal interest in this gold property. Recently, an out of court settlement was reached, whereby Gold Mountain’s 50% property interest was established, and we anticipate receiving an additional 9% interest in Gold Mountain.  This increased our ownership interest to a total of 10% of Gold Mountain.  During fiscal year 2010, we plan to attempt to acquire a larger interest in Gold Mountain or the Gold Mountain property.

We have been contacted by Kennecott Copper, Freeport McMoran and others interested in our Ophir lead, silver and copper property located in Ophir, Utah.  Our Ophir property is situated near Rio Tinto’s Kennecott copper mine and is surrounded by Kennecott mining claims. The Ophir district is a historically rich silver producer. We have also has had inquiries into the possibility of further exploration and drilling of the hard rock potential of our North Pipeline gold property, and are weighing those potential opportunities against undertaking our own exploration program for this property during fiscal 2010 or 2011.

Nevada Rae Gold, Inc. (“Nevada Rae Gold”) commenced production on our North Pipeline property in late 2007; however, Nevada Rae Gold has been slowed by complications in their operation for processing the placer resource on the property.  At last report, they continue to work on correcting their processing deficiencies.  Nevada Rae Gold continues to make lease payments to us.

We are in the final stages of completing our agreement with Dourave Mining and Exploration, Inc. (“Dourave Canada”) for the exploration and development of the Bom Jesus and Bom Jardim properties in the Tapajos region of Brazil, based upon our initial Letter of Intent dated May 10, 2009.  Geological reports recently provided by Dourave Canada to us have strengthened our management’s belief that these properties merit further exploration.  Once the joint venture agreement has been finalized and executed, it is anticipated that the Dourave subsidiary will contribute the Bom Jardim and Bom Jesus mining properties to the joint venture.  At that time, we anticipate converting our $250,000 interest in mineral rights into an equity contribution into the joint venture, which will give us a 33.33% interest in the joint venture.  In addition, as part of the Letter of Intent, we will contribute an additional $80,000 monthly for the next 19 months, ending August 2011.  Based on the level of exploration activity, the monthly contribution amounts may be increased.

EnShale has completed the construction of a pre-production plant to process oil shale in Uintah County, Utah. Utah Fabrication of Tooele, Utah, fabricated the plant and is working with the company to make necessary on-site refinements prior to putting the plant into operation.   We plan to process 5,000 tons of oil shale and are interested in testing numerous aspects like oil quality, heat balances, emissions and process optimization.

During the completion of EnShale’s demonstration plant, we will be evaluating various opportunities, such as joint ventures or the raising of the funds necessary to construct the expected full production plant and underground mining operations in the Vernal, Utah, area. The funding may take the form of equity, debt or a combination thereof.  It will, as is normal for such a financing process, require a proper due diligence period followed by a contractual negotiation period – all common to the financial industry for such a secondary public and private offering.

Our management believes that the world market for development of natural resources remains strong and will continue to be so for the foreseeable future.  Management looks forward to planned future growth and profitability in this area.

We do not expect to sell or dispose of any of our assets during the next 12 months

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Results of Operations

Three Months Ended January 31, 2010, compared to the Three Months Ended January 31, 2009

Royalty revenues increased for the three months ended January 31, 2010, as compared to January 31, 2009.  We recognized $1,501,769 in revenues for the three months ended January 31, 2010, compared to $1,006,089 during the three months ended January 31, 2009.  Our largest revenue source is produced from our 1% royalty on Newmont’s Leeville/East Ore mine.  According to Newmont, the property has reached full production.  Newmont had an unexpected shutdown in the first quarter and has since resumed full capacity operations. Variations in the quantities of ore processed from quarter to quarter are common in the industry.  Management expects that the royalty payments will continue based on the full capacity production that Newmont reached in 2007.

General and administrative expenses for the three months ended January 31, 2010, were $383,686 compared to $317,119 for the three months ended January 31, 2009, with the increase being primarily for professional fees of attorneys and accountants and public relations expenses.  We had $772,941 in exploration costs in the three months ended January 31, 2010, compared to $0 in exploration costs in the three months ended January 31, 2009.  This increase is due to the Company reclassifying $320,000 of the interest in mineral rights to exploration costs and incurring an additional $452,941 of exploration costs, both during the quarter ended January 31, 2010.  We also had research and development expenses in the three months ended January 31, 2010, of $111,274 compared to $77,749 in the same period of 2009; the increase in research and development expenses was a direct result of the setup and operation of our oil shale research and development plant in Vernal, Utah.

These operations resulted in an operating income of $233,868 for the quarter ended January 31, 2010, compared to operating income of $611,221 for the quarter ended January 31, 2009.  In the quarter ended January 31, 2010, we had interest income of $1,078, compared to the quarter ended January 31, 2009, in which we had interest income of $3,543.  During the quarter ended January 31, 2010, we had provision (benefit) for income taxes of ($23,615), with $66,883 for a provision for income taxes in the quarter ended January 31, 2009.  We had a net income in the quarter ended January 31, 2010, of $258,561, compared to net income for the quarter ended January 31, 2009, of $547,881.  We had a net comprehensive income in the quarter ended January 31, 2010, of $285,324, because of an addition of a net loss attributable to non-controlling interest of $31,939 and a change in unrealized loss on marketable securities of $5,176, compared to net comprehensive income of $575,748 for the quarter ended January 31, 2009, in which we had an addition of a net loss attributable to non-controlling interest of $18,979 and an unrealized gain of $8,888 on marketable securities.

Nine Months Ended January 31, 2010, compared to the Nine Months Ended January 31, 2009

Royalty revenues increased for the nine months ended January 31, 2010, as compared to January 31, 2009.  We recognized $3,735,419 in revenues for the nine months ended January 31, 2010, compared to $2,940,689 during the nine months ended January 31, 2009.  Our largest revenue source is produced from our 1% royalty on Newmont’s Leeville/East Ore mine.  According to Newmont, the property has reached full production.  Newmont had an unexpected shutdown in the first quarter and has since resumed full capacity operations. Variations in the quantities of ore processed from quarter to quarter are common in the industry.  Management expects that the royalty payments will continue based on the full capacity production that Newmont reached in 2007.

General and administrative expenses for the nine months ended January 31, 2010, were $1,191,588 compared to $956,993 for the nine months ended January 31, 2009, with the increase being primarily for professional fees of attorneys and accountants and public relations expenses.  We had $772,941 in exploration costs in the nine months ended January 31, 2010, compared to $0 in exploration costs in the nine months ended January 31, 2009.  This increase is due to the Company reclassifying $320,000 of the interest in mineral rights to exploration costs and incurring an additional $452,941 of exploration costs, both during the quarter ended January 31, 2010.  We also had research and development expenses in the nine months ended January 31, 2010, of $329,744 compared to $284,560 in the same period of 2009; the increase in research and development expenses was a direct result of the setup and operation of our oil shale research and development plant in Vernal, Utah.

These operations resulted in an operating income of $1,441,146 for the nine months ended January 31, 2010, compared to operating income of $1,699,136 for the nine months ended January 31, 2009.  In the nine months ended January 31, 2010, we had other income of $3,640, compared to the nine months ended January 31, 2009, in which we had other income of $19,449.  During the nine months ended January 31, 2010, we had provision for income taxes of $271,868, with $396,780 for a provision for income taxes in the nine months ended January 31, 2009.  We had a net income in the nine months ended January

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31, 2010, of $1,172,918, compared to net income for the nine months ended January 31, 2009, of $1,321,805.  We had a net comprehensive income in the nine months ended January 31, 2010, of $1,247,781, because of an addition of a net loss attributable to non-controlling interest of $92,470 and a change in unrealized loss on marketable securities of $17,607, compared to net comprehensive income of $1,374,007 for the nine months ended January 31, 2009, in which we had an addition of a net loss attributable to non-controlling interest of $69,424 and an unrealized loss of $17,222 on marketable securities.

Liquidity

We had cash and cash equivalents of $762,859 as of January 31, 2010, and total current assets of $1,277,840; total current liabilities of $217,596; and a total stockholders’ equity of $4,877,647.

Our liabilities decreased slightly in the quarter ended January 31, 2010, from the fiscal year ended April 30, 2009, from $221,450 to $217,596.  The reasons for this slight decrease in the quarter ended January 31, 2010, were primarily due to a decrease in accounts payable of $43,533 and an increase in income taxes payable of $59,314 and a decrease in deferred tax liability of $19,635.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required of smaller reporting companies.

Item 4T.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this Quarterly Report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.  A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

March 4, 2009, the United States District Court, District of Nevada, denied Newmont USA Limited’s (a subsidiary of Newmont Mining Corporation [“Newmont”]) Motion for Judgment on the Pleadings by which Newmont claimed that a 1993 Nevada court proceeding and judgment invalidated or adjudicated our royalty interest in any of the properties covered by our 1979 agreement, including the Area of Interest, that is the subject of our legal action against Newmont.  It is not clear whether Newmont will attempt to appeal this decision.  Otherwise, our litigation of our claims will continue.  For additional information, see our 8-K Current Report dated March 4, 2009, and filed with the Securities and Exchange Commission on March 9, 2009.  Our legal action against Newmont is now in the discovery phase.  The legal action is being litigated on a contingency basis with the law firm of Robison, Belaustagui, Sharp and Low representing us.

Additionally, we announced that in accordance with our attorneys recommendations, we had agreed to separate the claims in our lawsuit against Newmont and Barrick Gold Corporation concerning unpaid royalties arising from the Carlin Trend. The

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discovery and litigation against Newmont will continue to proceed first, followed closely by prosecution of our claims against Barrick.

Item 1A.  Risk Factors.

Not required of smaller reporting companies; however, for information on risk factors regarding us and our operations, see our 10-K Annual Report for the fiscal year ended April 30, 2009, in Part I, Item IA.

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

None; not applicable.

Item 3. Defaults Upon Senior Securities.

None; not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

None; not applicable.

Item 5. Other Information.

On February 11, 2010, which is subsequent to the date of this Quarterly Report, we announced our plans to repurchase up to $1,000,000 of our issued and outstanding common stock for cash in the open market.  For additional information, see our 8-K Current Report dated February 11, 2010.

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Item 6. Exhibits.

Exhibit No.                         Identification of Exhibit

*  Filed herewith.

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SIGNATURES

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

BULLION MONARCH MINING, INC.

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