UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (FEE REQUIRED)
For The Quarter Ended: June 30, 2000
_ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934.
(NO FEE REQUIRED)
For the Transition Period from ______________ to _______________.
Commission File Number: 0-16468
MOTHER LODE GOLD MINES CONSOLIDATED
(Exact name of Company as specified in its charter)
CALIFORNIA 94-2236016
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6601 Koll Center Parkway, Suite 132
Pleasanton, CA 94566-3126
(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (925) 461-4553
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock,
No Par Value
Documents incorporated by reference: Not Applicable
Indicate by check mark whether the Company (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the
preceding 12 months (or for such shorter period that the Company was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding
Common Stock, 4,098,854
without par value as of June 30, 2000
Total Pages: 12
Exhibit Index on Page: 10
PART I - FINANCIAL INFORMATION
Item 1. Financial information required by Item 310(b) of Regulation S-B and by
Rule 10.01 of Regulation SX, for the Company's fiscal quarter ended June 30,
2000. The Company has prepared this information without independent audit.
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
TABLE OF CONTENTS
Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999 3
Consolidated Statement of Operations for the 6-month and 317 month period
ending June 30, 2000. 4
Consolidated Statement of Cash Flows for the 6-month and 317 month period
ending June 30, 2000 5
Consolidated Statements of Stockholder's Equity from inception on February 8,
1974 to June 30, 2000. 6
Notes to Consolidated Statements 7
(The balance of this page is intentionally left blank)
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
(A Development Stage Company)
BALANCE SHEETS
(1990 through 2000 Unaudited)
ASSETS
June 30 December 31
2000 1999
(Unaudited) (Unaudited)
Current Assets
Cash $104 $2,061
Prepaid expenses 0 0
Total current assets 104 2,061
Other Assets
Property rights 618,332 618,332
Note receivable from
Amador United Gold Mines 47,953 46,512
Deposits 1,969 1,969
Total other assets 668,254 666,813
$668,358 $668,874
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Accounts payable $11,001 $28,909
California income tax 12,607 12,532
Total current liabilities 23,608 41,441
Non-current liabilities
Notes payable 370,697 341,015
Deferred fees payable 175,627 175,627
Deferred officer's salary 213 213
Total non-current liabilities 546,538 516,855
Minority interest in equity of subsidiaries 238,662 238,679
Stockholder's equity
Common stock, without par value,
Authorized, 7,500,000 shares:
Issued and outstanding, June 30
2000: 4,098,854
1999: 4,074,431 5,368,560 5,261,108
Paid-in capital representing rights to
acquire a maximum of 1,420,656 shares
(See Note 3) 1,251,830 1,438,715
Deficit accumulated during development stage (6,760,840) (6,827,924)
Net stockholder's equity (140,450) (128,101)
$668,358 $668,874
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(1990 through 1999 Unaudited)
317 months from
inception
Three Months Ended Six Months Ended Feb 8, 1974
Jun. 30 Jun. 30 Jun. 30 Jun. 30 to Jun.30
2000 1999 2000 1999 2000
Pre-operating revenues:
Payments received under
joint venture agreements:
Meridian Minerals $0 $0 $0 $0 754,924
Other 0 0 0 0 393,793
Investment income 0 0 0 0 69,991
Other Income 725 724 1,441 1,433 675,754
Sub-total 725 724 1,441 1,433 1,894,462
Pre-operating Expenses
Lease and non-creditable option
payments on mining properties 0 0 0 0 238,869
Loss on abandonment 0 0 0 0 2,435,903
Evaluation of mining properties (2,000) (9,285) (2,000) (9,260) 2,747,648
Legal and accounting 0 20 0 20 703,241
Interest expense 7,131 6,707 14,186 13,535 1,188,199
Administrative compensation 0 0 (79,433) 0 1,875,969
Other administrative expense 528 1,422 1,481 2,716 754,203
Depreciation 27 0 55 0 60,584
California Franchise tax 75 850 75 850 57,467
Uncompleted securities offering expense 0 0 0 0 78,635
Other expenses 45 0 45 0 214,073
Sub-total 5,805 (286) (65,591) 7,861 10,353,771
Net operating income (5,081) 1,010 67,032 (6,428) (8,459,330)
Net gain resulting from subsidiary's
issuance of stock for an amount
different from MLGM's carrying value 0 0 0 0 485,364
Minority interest in loss of
subsidiaries 0 2 0 4 1,213,024
Net gain/(loss) ($5,081) $1,012 $67,032 ($6,424) ($6,760,942)
Primary gain/loss per share ($0.001) $0.000 $0.017 ($0.002) ($2.270)
Fully diluted gain/loss per share ($0.001) $0.000 $0.014 ($0.001) ($2.134)
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOW
(1990 through 1999 Unaudited)
317 months
Six Months Ended from inception
Jun. 30 Jun. 30 Feb 8, 1974 to
2000 1999 Jun 30, 2000
Cash flows from operating activities: $67,032 ($6,424) ($6,761,262)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 0 0 50,490
Salaries and fees 0 423 1,689,814
(Increase) Decrease in deposits 0 0 (1,969)
(Increase) Decrease in pre-paid expenses 0 50 0
(Increase) Decrease in loans receivables (1,441) (1,433) (47,953)
Increase (Decrease) in accounts payables (17,908) 5,670 11,001
Increase (Decrease) in long term loans 0 0 175,627
Increase (Decrease) in deferred officer salaries 0 0 213
Increase (Decrease) in income taxes payable 75 (262) 12,607
(Increase) Decrease in property loss abandonment 0 0 2,261,246
Other 0 0 320
Gross cash used in operating activities (19,273) 4,021 4,151,397
Cash flow from investing activities:
Minority investment 34 0 238,662
Purchase of equipment 0 0 (50,728)
Proceeds from sale of equipment 0 0 (2,100)
Purchase of mining property 0 0 (2,888,042)
Net cash provided by (used in) investing 34 0 (2,702,208)
Cash flows from financing activities:
Issuance of Series B Stock 0 0 47,748
Proceeds from sale of company stock 0 0 4,982,795
Increase (Decrease) in expiration of:
Series A Preferred Stock 0 (9,310) (9,310)
1984 Option Plan (79,433) 0 (79,433)
Net borrowing from notes payable 29,682 11,492 370,697
Net cash provided by financing activities (49,751) 2,182 5,312,497
Net increase (decrease) in cash ($1,958) ($224) $104
Cash, beginning of period 2,062 288 0
Cash, end of period $104 $64 $104
A. Supplemental disclosures of cash flow information for the 317 month since
inception to June 30, 2000:
Cash paid for: Interest $719,084
Income taxes $35,353
B. Supplemental schedule of non-cash investing and financing activities for the
317 months from inception to June 30, 1999: The Company has satisfied various
liabilities (Note 3) by issuance of stock or options
(Exercise price: $0.0001 per share) to acquire common stock:
Stock Options Stock
Salaries $1,204,082
Equipment 0 $5,000
Total $1,204,082 $5,000
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(1990 through 1999 Unaudited)
Deficit Accumulated
Issued and Outstanding Paid-in During the
Shares Amount Capital Development Stage
From Inception, February 24, 1974 thru December 31, 1996
3,876,119 $4,977,473 $1,671,919 ($6,668,113)
No shares were sold from Jan thru Dec 1997
Dec 1997: Shares issued to partners of terminated
Gold Drilling Program No. 1 2,661 5,322
Paid-in capital representing options to acquire
a cumulative maximum of 1,375,001 common shares 30,974
December 31, 1997
pre-operating net loss 0 0 0 (66,855)
As of December 31, 1997 3,878,780 4,982,795 1,702,893 (6,734,968)
No shares were sold from Jan thru Dec 1998
Paid-in capital representing options to acquire
a cumulative maximum of 1,531,294 common shares 23,495
December 31, 1998
pre-operating net loss 0 0 0 (70,291)
As of December 31, 1998 3,878,780 4,982,795 1,726,338 (6,805,299)
No shares were sold from Jan thru Dec 1999
Series A Preferred shares converted
to common shares 155,490 278,313 (278,313)
Series A Preferred options expired (9,310)
Paid-in capital representing options to acquire
a cumulative maximum of 1,442,544 common shares 0
December 31, 1999
pre-operating net gain 0 0 0 (22,625)
As of December 31, 1999 4,034,170 $5,261,108 $1,438,715 ($6,827,924)
No shares were sold from Jan thru Mar 2000
Series A Preferred shares converted
to common shares 64,684 107,452 (107,452)
1984 Stock option Plan Deferred Compensation
Expiration of Options (79,433)
Paid-in capital representing options to acquire
a cumulative maximum of 1,420,656 common shares 0
June 30, 2000
pre-operating net gain 0 0 0 67,032
As of June 30, 2000 4,098,854 $5,368,560 $1,251,830 ($6,760,840)
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared by the Company in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB and Article 10 of Regulation S-X.
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 considered necessary for a fair
presentation have been included. Operating results for the three-month
period ended June 30, 2000 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2000. For further information,
refer to the consolidated financial statements and footnotes thereto included
in the Company's Form 10KSB for the year ended December 31, 1999.
2. MINING PROPERTIES
A. The Company currently has property rights only in El Dorado County on
approximately 600 acres in the "Big Canyon" mining area in El Dorado County,
California.
1. Big Canyon Mining and Cattle Corporation Property A lease, with an option to
purchase for surface and mineral rights on 584.07 acres was made effective July
1, 1996.
2. Fort Yuma Claims: Two unpatented lode claims, directly owned by the Company,
totaling about 20 acres, are located in an area open to mineral entry under the
General Mining Law of 1972.
B. Minimum Annual Land Lease Payments
Assuming these properties are retained, and the payment schedule tentatively
agreed to for the Big Canyon property is unchanged, the minimum payments are as
follows:
Year Amount
2000 (6 months) $2,100
2001 $2,100
2002 $2,100
3. STOCK OPTION PLANS
The Company has two active stock option plans (1995 Stock Option Plan and
Directors' Stock Option Plan).Northern Mines Inc., a subsidiary of the Company
has no active stock plan as all of the options expired March 1, 2000.
The options are valued at the amount of the salary or other amounts owed, and
are recorded in these amounts as paid-in capital, with offsets to expense, or
accounts payable as appropriate. As of the date of this Form 10-QSB, they are
summarized as follows:
A. Option plans for employees, directors and consultants:
Plan Expiration Exercise Common Shares Reserved for
Date Price Under Option Future Grant
1. Mother Lode Gold Mines Consolidated, unissued shares of common stock:
1995 Plan Jun 2005 $2.00 100,000 0
Director's Jun 2005 $2.00 40,000 60,000
Total 140,000 60,000
The exercise prices of the foregoing incentive options were above market prices
at the date of grant, so no compensation expense, or capital credit has been
accounted for in connection with these options.
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
B. Compensatory options issued for services and/or in satisfaction of Company
indebtedness.
1. Mother Lode Gold Mines Consolidated:
a.Options on Series A preferred stock, callable at $10 per share, $.0001
exercise price, each convertible to common stock for a minimum of 2.1316 shares,
increasing at a rate of 10% per annum to a maximum of 3.3368 shares after five
years, and if the common stock has not been registered under the Securities
Act of 1933, then increasing at 10% per annum to a maximum of 5.4901 shares,
until final expiration at the end of an additional five years.
Through June 30, 2000, a total of 290,056 options for preferred shares were
issued and outstanding for salaries and fees to officers and others, at prices
ranging from $10.00 to $1.53/share of preferred stock.
Shares on Exercise Common Shares Amount of Expense
Conversion Price/Share Under Option or Debt Relief
Minimum: 585,605
Maximum, 5 years class: .0001 266,156
Maximum, 10 years class: .0001 1,154,500
1,420,656 $1,204,082
b. Options on Series B preferred stock, callable at $10 per share , $.0001
exercise price, each convertible to common stock for a minimum of 5.00 shares,
increasing at a rate of 0.05 shares per annum to a maximum of 5.20 shares after
four years, and if the common stock has not been registered under the
Securities Act of 1933, at a rate of 5.25 shares from the fifth anniversary,
until final expiration at the end of an additional five years.
Through June 30, 2000 a total of 4,775 options for preferred shares were issued
for lease payments due to third parties at $10.00/share of preferred stock.
Shares on Exercise Common Shares Amount of Expense
Conversion Price/Share Under Option or Debt Relief
Minimum: 4,775
Maximum, 5 year Class .0001 24,830 $ 47,748
Combined Series A and Series B
Total amount of expense relief (Series A and Series B) $1,251,830
c. A summary of the changes in options outstanding, as of June 30, 2000
follows:
Compensatory Options, Maximum Shares of common stock:
January 1, 2000
Series B Preferred 24,830
Series A Preferred, 5-year expiration class 329,377
Series A Preferred, 10-year expiration class 1,115,170
Total 1,469,382
Net Changes, 2000
Series A Preferred, 5-year expiration class (63,221)
Series A Preferred, 10-year expiration class 39,325
Balance, June 30, 2000 1,445,486
4. OFFICE LEASE
The Company shares 1,400 square feet of office space in a Class A low rise
building in a garden office park. The Company's share of the monthly lease
payment is $510, plus annual operating and tax escalations.
Part I - Financial Information (continued)
Item 2. Management's Discussion an Analysis of Financial Condition and Results
of Operations.
Summary of Financial Results. Mother Lode Gold Mines Consolidated and its
consolidated subsidiaries (the "Company") showed a Second Quarter 2000 loss
of $5,081, with the combined first six months having a gain of $67,032. The
Company has no cash income from the projects in which the Company has an
interest. Sources of cash flow to the Company have historically been derived
from: (1) mining contracts with other mining companies, (2) securities
offerings and (3) drilling programs.
As of June 30, 2000, the Company had outstanding advances for land and
administrative services to subsidiary corporations as follows: Amador United
Gold Mines - $101,165; Northern Mines Inc. - $174,648; Pacific FarEast
Minerals, Inc. - $4,574.
During the second Quarter, there were no placements of common stock. There were
a total of 64,684 shares issued on exercise of Series A Preferred options.
The total number of common shares of the Company as of June 30, 2000 is
4,098,854.
Cash payments for officer's compensation were suspended effective October 1,
1988, and remain in effect through June 30, 2000 and are in effect as of the
date of this report. These deferred salaries are payable in stock options or
cash, as the Board of Directors may from time to time decide.
For the quarter ending June 30, 2000 no options were issued. To date, 350,000
shares have been authorized and options for 290,056 shares of Series A
Preferred Stock have been granted and remain active.
Preparation of Financial Statements. The consolidated financial statements of
June 30, 2000, and for the three-month period then ended, were prepared by the
Company and have not been reviewed by independent auditors prior to filing.
Amador United Gold Mines ("AUGM"). There was no activity by this corporation
during the Second Quarter 2000. The Company owns 48.37 % of the common stock
(the only outstanding security) of AUGM.
Northern Mines Inc. ("NMI"). There was no activity by this corporation during
the Second Quarter 2000. The Company owns 81.86% of the common stock (the only
outstanding security) of NMI.
Pacific FarEast Minerals, Inc. ("PFEM") During the First Quarter 2000, PFEM
continued its responsibilities under the two joint ventures in the People's
Republic of China. The Company owns 35% of the common stock of PFEM.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not aware of any material legal proceedings to which the Company
or any subsidiary is a party or of which any of their properties is subject,
nordoes the Company know of any such proceedings currently contemplated by any
governmental agency.
Item 2. Changes in Security: Not Applicable.
Item 3. Default Upon Senior Securities: Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders: Not applicable.
Item 5. Other Information: Not applicable
Item 6. Exhibits and Reports on Form 8-K. Not Applicable
Exhibit 11, Statement re Computation of Per Share Earnings which Exhibit begins
at Sequential Page 12.
No reports on Form 8-K were filed during the period of this Form 10-QSB.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOTHER LODE GOLD MINES CONSOLIDATED
By
o/s Frank M. Orrell o/s Byron S. James
Frank M. Orrell, Byron S. James,
Chairman, CEO Chief Financial Officer
Date: February 20, 2001 Date: February 20, 2001
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDARIES
EARNINGS PER SHARE
(FULLY DILUTED)
CUMULATIVE 317 MONTHS 3 MONTHS 3 MONTHS 6 MONTHS 6 MONTHS 12 MONTHS
DATE SHARES SHARES MONTHS TO 6/30/00 TO 6/30/00 TO 6/30/99 TO 6/30/00 TO
6/30/99 TO 12/31/99
For the period 02/08/74 thru 12/31/96 (A,B,C,D)
275 810,494,430
01/01/97 (C) 22,853 4,513,352 3 13,540,056
03/31/97 (C) 22,450 4,535,802 3 13,607,406
06/30/97 (C) 20,192 4,555,994 3 13,667,982
09/30/97 (C) 4,035 4,560,029 3 13,680,087
12/31/97 (C) 4,035 4,564,064 3 13,692,192
03/31/98 (C) 4,035 4,568,099 3 13,704,297
06/30/98 (C) 4,035 4,572,134 3 13,706,402
09/30/98 (C) 16,366 4,588,500 3 13,765,500
12/31/98 (C) 16,366 4,604,866 3 13,814,598 13,.814,598 13,814,598
03/31/99 (C) 0 4,604,866 3 13,814,598 13,814,598 13,814,598 13,814,598
06/30/99 (C) 95,037 4,699,903 3 14,099,709 14,099,709
09/30/99 (C) 28,713 4,728,616 3 14,185,848 14,185,848
12/31/99 (C) 31,640 4,760,256 3 14,208,768 14,208,768
03/31/00 (C) 32,342 4,792,598 3 14,377,794 14,377,794 14,377,794
06/30/00 (C) 32,342 4,824,940 0 0
317 1,004,441,667 14,377,794 13,814,598 28,658,562 27,629,196 55,914,753
MONTHS 317 3 3 6 6 12
WEIGHTED AVERAGE SHARES 3,168,586 4,792,598 4,604,866 4,776,427 4,604,866
4,659,563
NET INCOME/(LOSS) ($6,760,942) ($5,081) $1,012 $67,032 ($6,424) ($22,675)
EARNINGS/(LOSS) PER SHARE
FULLY DILUTED ($2.134) ($0.001) $0.000 $0.014 ($0.001) ($0.005)
NOTES:
(A) Share amounts have been restated for the following: 5:1 stock split - 1977;
15:1 stock split - 1978; 10% stock dividend - 1984.
(B) Includes February 1992 cancellation of shares held by Northern Mines, Inc.,
an 82% owned subsidiary of Mother Lode Gold Mines Consolidated.
(C) Assumes the exercise and conversion of Series A preferred shares previously
issued were converted on this date.
(D) Previous reports of earnings-per-share have reflected the exercise of
100,614 options that could have occurred in 1975. These options were not
execised and hence are deleted from this, and all future, earnings-per-share
reports.
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDARIES
EARNINGS PER SHARE
(PRIMARY
CUMULATIVE 317 MONTHS 3 MONTHS 3 MONTHS 6 MONTHS 6 MONTHS 12 MONTHS
DATE SHARES SHARES MONTHS TO 6/30/00 TO 6/30/00 TO 6/30/99 TO 6/30/00 TO
6/30/99 TO 12/31/99
For the period 02/08/74 thru 12/31/96 (A,B,C)
275 779,649,314
01/01/97 0 3,876,522 3 11,629,566
03/31/97 2,258 3,878,780 3 11,636,340
06/30/97 0 3,878,780 3 11,636,340
09/30/97 0 3,878,780 3 11,636,340
12/31/97 0 3,878,780 3 11,636,340
03/31/98 0 3,878,780 3 11,636,340
06/30/98 0 3,878,780 3 11,636,340
9/30/98 0 3,878,780 3 11,636,340
12/31/98 0 3,878,780 3 11,636,340 11,636,340 11,636,340
03/31/99 0 3,878,780 3 11,636,340 11,636,340 11,636,340 11,636,340
06/30/99 95,037 3,973,811 3 11,921,541 11,921,541
09/30/99 28,713 4,002,530 3 12,007,590 12,007,590
12/31/99 31,640 4,034,170 3 12,102,510 12,102,510
03/31/00 32,342 4,066,512 3 12,199,536 12,199,536 12,199,536
06/30/00 32,342 4,098,854 0
317 944,237,027 12,199,536 11,636,340 24,302,046 23,272,680 47,201,721
MONTHS 317 3 3 6 6 12
WEIGHTED AVERAGE SHARES 2,978,666 4,066,512 3,878,780 4,050,341 3,878,780
3,933,477
NET INCOME/(LOSS) ($6,760,942) ($5,081) $1,012 $67,032 ($6,424) ($22,625)
EARNINGS/(LOSS) PER SHARE
PRIMARY ($2.270) ($0.001) $0.000 $0.017 ($0.002) ($0.006)
NOTES:
(A) Share amounts have been restated for the following: 5:1 stock split - 1977;
15:1 stock split - 1978; 10% stock dividend - 1984.
(B) Includes February 1992 cancellation of shares held by Northern Mines, Inc.,
an 82% owned subsidiary of Mother Lode Gold Mines Consolidated.
(C) Previous reports of earnings-per-share have reflected the exercise of
100,614 options that could have occurred in 1975. These options were not
execised and hence are deleted from this, and all future, earnings-per-share
reports.
Sequential Page Number 10