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: March 31, 2002
_ 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)
1440 CONCANNON BOULEVARD
LIVERMORE, CA 94550
(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (925) 455-0802
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, 6,097,254
without par value as of March 31, 2002
Total Pages: 13
Exhibit Index on Page: 11
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 March 31,
2002 The Company has prepared this information without independent audit.
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
TABLE OF CONTENTS
Consolidated Balance Sheets as of March 31, 2002 and December 31, 2001 3
Consolidated Statement of Operations for the 3-month and 326 month period
ending March 31, 2002. 4
Consolidated Statement of Cash Flows for the 3-month and 326 month period
ending March 31, 2002 5
Consolidated Statements of Stockholder's Equity from inception on February 8,
1974 to March 31, 2002. 6
Notes to Consolidated Statements 7
(The balance of this page is intentionally left blank)
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
BALANCE SHEETS
(1990 through 2002 Unaudited)
ASSETS
March 31 December 31
2002 2001
(Unaudited) (Unaudited)
Current Assets
Cash $1,241 $10
Total current assets 1,241 10
Other Assets
Property rights 618,332 618,332
Note receivable from
Amador United Gold Mines 90,169 49,418
Deposits 0 1,969
Total other assets 708,501 669,719
$709,741 $669,729
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Accounts payable $28,309 $16,596
California income tax 11,231 12,607
Total current liabilities 39,540 29,203
Non-current liabilities
Notes payable 9,622 381,381
Deferred fees payable 58,303 175,627
Deferred officer's salary 0 182
Total non-current liabilities 67,925 557,191
Minority interest in equity of subsidiaries 0 238,670
Stockholder's equity
Common stock, without par value,
Authorized, 7,500,000 shares:
Issued and outstanding, March 31
2002: 6,097,254
2001: 5,382,143 6,509,609 5,479,502
Paid-in capital representing rights to
acquire a maximum of 1,115,760 shares
(See Note 3) 855,856 1,132,066
Deficit accumulated during development stage (6,763,189) (6,766,903)
Net stockholder's equity 602,276 (155,335)
$709,741 $669,729
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(1990 through 2002 Unaudited)
Three Months Ended
Mar. 31 Mar. 31
2002 2001
Pre-operating revenues:
Payments received under
joint venture agreements:
Meridian Minerals $0 $0
Other 0 0
Investment income 0 0
Other Income 279 1,698
Sub-total 279 1,698
Pre-operating Expenses
Lease and non-creditable option
payments on mining properties 0 0
Loss on abandonment 0 0
Evaluation of mining properties 655 1,385
Legal and accounting 10 0
Interest expense 2,124 2,092
Administrative compensation 0 0
Other administrative expense 1,111 3,406
Depreciation/Amortization 0 0
California Franchise tax 0 0
Expense of uncompleted
securities offering 0 0
Other expenses 0 0
Sub-total 3,899 6,882
Net operating income (3,620) (5,185)
Minority interest in loss of
subsidiaries 0 8
Net gain/(loss) ($3,620) ($5,177)
Primary gain/(loss) per share ($0.001) ($0.001)
Fully diluted gain/(loss) per share ($0.001) ($0.001)
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(1990 through 2002 Unaudited)
Three Months Ended
Mar. 31 Mar. 31
2002 2001
Cash flows from operating activities: ($3,620) ($5,177)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 0 0
Salaries and fees 0 234
(Increase) Decrease in deposits 0 1,969
(Increase) Decrease in pre-paid expenses 0 0
(Increase) Decrease in loans receivables 24 (50,763)
Increase (Decrease) in accounts payables 2,199 2,608
Increase (Decrease) in long term loans 0 (116,218)
Incr (Decr) in deferred officer salaries 0 0
Incr (Decr) in income taxes payable 0 (1,351)
(Incr)Decr in property loss from abandonment 0 0
Gross cash used in operating activities 2,224 (163,522)
Cash flow from investing activities:
Minority investment 0 8
Purchase of equipment 0 0
Proceeds from sale of equipment 0 0
Purchase of mining property 0 0
Net cash provided by (used in) investing 0 8
Cash flows from financing activities:
Issuance of Series B Stock 0 0
(Inc)Dec Conversion Series A to Common (56,241) (53,743)
Proceeds from sale of company stock 56,241 599,396
Increase (Decrease) in expiration of:
Series A Preferred Stock 0 0
1984 Option Plan 0 0
Conversion of debts and obligations 0 449,425
Net borrowing from notes payable 2,554 (376,629)
Net cash provided by financing activities 2,554 169,024
Net increase (decrease) in cash $1,158 $334
Cash, beginning of period 83 0
Cash, end of period $1,241 344
A. Supplemental schedule of non-cash investing and financing activities for the
338 months from inception to March 31, 2002:
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 $817,545
Lease Payments 47,748
Equipment _ 0 $5,000
Total $865,293 $5,000
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(1990 through 2002 Unaudited)
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(1990 through 2001 Unaudited)
Deficit Accumulated
Issued and Outstanding Paid-in Since Inception
Shares Amount Capital February 1974
From Inception, February 24, 1974 thru 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 153,390 278,313 (278,313)
Series A Preferred share options expired (9,310)
1984 Stock option Plan Deferred Compensation
Expiration of Options 41,250 (79,433)
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 56,758
As of December 31, 1999 4,075,420 $5,261,108 $1,359,282 ($6,748,541)
No shares were sold from Jan thru December 2000
Series A Preferred shares converted
to common shares 143,275 218,394 (218,394)
Series A Preferred options expired (8,821)
Paid-in capital representing options
to acquire a cumulative maximum of
1,402,120 common shares 0
December 31, 2000
pre-operating net loss 0 0 0 (18,362)
As of December 31, 2000 4,218,696 $5,479,502 $1,132,066 ($6,766,903)
No shares were sold from Jan thru Dec 2001
Shares issued to satisfy
long-term loans 761,171 380,585
long-term obligations 232,006 116,003
AUGM debt guaranteed
by MLGM 98,130 49,065
Series A Preferred shares converted
to common shares 295,270 219,969 (219,969)
Northern Mines Inc. Dissolution and issuance
of MLGM stock, $0.50/share 416,486 208,243
Paid-in capital representing options to acquire
a cumulative maximum of 1,163,616common shares 0
December 31, 2001 pre-operating
net gain (loss) 0 0 0 7,325
As of December 31, 2001 6,021,759 $6,453,367 $912,098 ($6,759,578)
No shares were sold from Jan thru Mar 2001
Series A Preferred shares converted
to common shares 75,495 56,242 (56,242)
Paid-in capital representing options to acquire
a cumulative maximum of 1,090,930 common shares 0
March 31, 2002
pre-operating net gain 0 0 0 (3,620)
As of March 31, 2002 6,097,254 $6,509,609 $855,856 ($6,763,189)
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
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 March 31, 2002 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2001. 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, 2001.
Effective January 1, 2001, the company ceased to be a development company since
the sole activity is identification and exploration of properties that the
Company believes have the potential for economic recovery of minerals,
especially gold. In order to develop the property into an economic mining
operation, the Company will form a joint venture for that specific property.
2. POTENTIAL 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. The lease, with
an option to purchase for surface and mineral rights on 584.07 acres, made
effective July 1, 1996 was amended on January 1, 2001. Details of the lease
and purchase option have been included in all Form 10 reports filed in the
year 2001.
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 agreed
to for the Big Canyon property is unchanged, the minimum payments are as
follows:
Year Amount
2002(9 months) $600
2003 $1,200
2004 $1,200
3. STOCK OPTION PLANS
The Company has two active stock option plans (1995 Stock Option Plan and
Directors' Stock Option Plan
The Company 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 commencing on the following page:
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
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.
B. Compensatory options issued for services and/or in satisfaction of Company
indebtedness.
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 March 31, 2002, a total of 206,962 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: 557,597
Maximum, 5 years class: .0001 70,186
Maximum, 10 years class: .0001 1,020,744
1,090,930 $817,545
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 March 31, 2002 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) $865,293
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
c. Changes in options outstanding, as of March 31, 2002 follow:
Compensatory Options, Maximum Shares of common stock:
January 1, 2002
Series B Preferred 24,830
Series A Preferred, 5-year expiration class 76,502
Series A Preferred, 10-year expiration class 1,087,114
Total 1,188,446
Net Changes, 2001
Series A Preferred, 5-year expiration class (6,316)
Series A Preferred, 10-year expiration class (66,370)
Balance, March 31, 2002 1,115,760
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 in Livermore, California. The Company's share
of the monthly lease payment is $510, plus annual operating and tax
escalations.
(The balance of this page intentionally left blank)
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 First Quarter 2002 loss of
$3,620. The Company has no cash income from the properties 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 March 31, 2002, the Company had outstanding advances for land and
administrative services to subsidiary corporations as follows: Amador United
Gold Mines - $101,337; Pacific FarEast Minerals, Inc. - $4,738.
The total number of common shares of the Company as of March 31, 2002 is
6,097,254.
Cash payments for officer's compensation were suspended effective October 1,
1988, and remain in effect through March 31, 2002 and are in effect as of the
date of this report.
For the quarter ending March 31, 2002 no options were issued. To date,
350,000 shares have been authorized and options for 206,962 shares of Series A
Preferred Stock that have been granted remain active.
Preparation of Financial Statements. The consolidated financial
statements of March 31, 2002, 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 First Quarter 2001. The Company owns 48.37 % of the
common stock (the only outstanding security) of AUGM.
Pacific FarEast Minerals, Inc. ("PFEM") During the First Quarter 2001,
PFEM continued its responsibilities under the two joint ventures in the
People's Republic of China The Company owns 31.7% of the common stock of PFEM.
Northern Mines Inc. ("NMI"). Effective June 30, 2001, NMI did "Wind-up
and Dissolve".
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,
nor does 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: June 4 2002 Date: June 4, 2002
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDARIES
EARNINGS PER SHARE
(FULLY DILUTED)
CUMULATIVE 341 MO TO 3 MO TO 3 MO TO 12 MO TO
DATE SHARES SHARES MONTHS 3/31/02 3/31/02 3/31/01 12/31/01
For the period 02/08/74 thru 12/31/98(A,B,C)
03/31/99 (C) 0 4,570,676 1 4,570,676
04/30/99 (D) 41,250 4,611,296 2 9,223,852
06/30/99 (C) 95,037 4,665,713 3 13,997,139
09/30/99 (C) 28,713 4,694,426 3 14,083,278
12/31/99 (C) 31,640 4,726,066 3 14,178,198
03/31/00 (C) 32,342 4,758,408 3 14,275,224
06/30/00 (C) 32,342 4,790,750 3 14,372,250
09/30/00 (C) 36,142 4,826,892 3 14,480,676
12/31/00 (C) 42,450 4,869,342 3 14,608,026 14,608,026 14,608,026
03/31/01 (C,E)1,163,447 6,032,789 3 18,098,367 18,098,367
06/30/01 (C) 72,140 6,104,929 3 18,314,787 18,314,787
09/30/01 (C) 88,719 6,193,648 3 18,580,944 18,580,944
12/31/01 (C) 478,757 6,672,405 3 20,017,215 20,017,215
03/31/02 (C) 75,495 6,747,897 0 0
... ...
341 1,119,994,202 20,017,215 14,608,023 69,602,124
MONTHS 341 3 3 12
WEIGHTED AVERAGE SHARES 3,284,440 6,672,405 4,869,342 5,800,177
NET INCOME/(LOSS) ($6,766,903) ($3,620) ($5,177) $7,325
EARNINGS/(LOSS) PER SHARE
FULLY DILUTED ($2.060) ($0.001) ($0.001) $0.001
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) Includes the exercise and conversion of Series A
preferred shares previously
issued which were converted on this date.
(D) Exercise of 1984 Stock Option Plan for deferred
compensation options for common
stock of the Company.
(E) Includes 993,177 shares of common stock issued for
conversion of MLGM long-term
obligations and 98,130 shares of common stock for assumption
of AUGM indebtedness to
Boydstun & Klingner.
(F) Includes 416,486 shares of MLGM common stock issued
to shareholders of Northern
Mines, Inc., an 82% owned subsidiary of MLGM, upon
Northern Mines, Inc. dissolution.
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDARIES
EARNINGS PER SHARE
(PRIMARY)
CUMULATIVE 341 MO TO 3 MO TO 3 MO TO 12 MO TO
DATE SHARES SHARES MONTHS 3/31/02 3/31/02 3/31/01 12/31/01
For the period 02/08/74 thru 12/31/98(A,B,C)
03/31/99 (C) 0 3,878,780 1 3,878,780
04/30/99 (D) 41,250 3,920,030 2 7,840,060
06/30/99 (C) 95,037 4,015,067 3 12,045,201
09/30/99 (C) 28,713 4,043,780 3 12,131,340
12/31/99 (C) 31,640 4,075,420 3 12,226,260
03/31/00 (C) 32,342 4,107,762 3 12,323,286
06/30/00 (C) 32,342 4,140,104 3 12,420,312
09/30/00 (C) 36,141 4,176,245 3 12,528,735
12/31/00 (C) 42,450 4,218,696 3 12,656,088 12,656,088 12,656,088
03/31/01 (C) 1,163,447 5,382,143 3 16,146,429 16,146,429
06/30/01 (C) 72,140 5,454,283 3 16,362,849 16,362,849
09/30/01 (C) 88,719 5,543,002 3 16,629,006 16,629,006
12/31/01 (C) 478,757 6,021,759 3 18,065,277 18,065,277
03/31/02 (C) 75,495 6,747,897 0 0
... ...
341 1,061,259,566 18,065,277 12,656,088 61,794,372
MONTHS 341 3 3 12
WEIGHTED AVERAGE SHARES 3,112,198 6,021,759 4,218,696 5,149,531
NET INCOME/(LOSS) ($6,766,903) ($3,620) ($5,177) $7,325
EARNINGS/(LOSS) PER SHARE, PRIMARY ($2.174) ($0.001) ($0.001) $0.001
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) Includes the exercise and conversion of Series A
preferred shares previously
issued which were converted on this date.
(D) Exercise of 1984 Stock Option Plan for deferred
compensation options for common
stock of the Company.
(E) Includes 993,177 shares of common stock issued for
conversion of MLGM long-term
obligations and 98,130 shares of common stock for assumption
of AUGM indebtedness to
Boydstun & Klingner.
(F) Includes 416,486 shares of MLGM common stock issued
to shareholders of Northern
Mines, Inc. ,an 82% owned subsidiary of MLGM, upon
Northern Mines, Inc. dissolution.
Sequential Page Number 13