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 (NO FEE REQUIRED) For The Quarter Ended: September 30, 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,	6,223,488 	without par value	as of September 30, 2002 	 Total Pages: 15 	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 September 30, 2002. The Company has prepared this information without independent audit. MOTHER LODE GOLD MINES CONSOLIDATED AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2002 TABLE OF CONTENTS Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001	3 Consolidated Statement of Operations for the 9-month period ending September 30, 2002.										4 Consolidated Statement of Cash Flows for the 9-month period ending September 30, 2002										5 Consolidated Statements of Stockholder's Equity from inception on February 8, 1974 to September 30, 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 	September 30	December 31 	2002	2001 	(Unaudited)	(Unaudited) Current Assets 	Cash	$90	$10 	Total current assets	 90	10 Other Assets 	Property rights	618,332	618,332 	Note receivable from 	Amador United Gold Mines	93,120	49,418 	Deposits	0	1,969 	Total other assets	711,452	669,719 		$711,542	$669,729 LIABILITIES AND SHAREHOLDERS EQUITY Current Liabilities 	Accounts payable	$32,717	$16,596 	California income tax	11,256	12,607 Total current liabilities	43,973	29,203 Non-current liabilities 	Notes payable	11,038	381,381 	Deferred fees payable	58,303	175,627 	Deferred officer's salary	0	182 Total non-current liabilities	69,341	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, September 30 	2001: 5,905,012 	2002: 6,233,488		6,602,285	5,479,502 Paid-in capital representing rights to acquire a maximum of 997,679 shares (See Note 3)	763,180	1,132,066 Deficit accumulated during development stage	(6,767,237)	(6,766,903) Net stockholder's equity	598,227	(155,335) 		$711,542	$669,729 See accompanying notes MOTHER LODE GOLD MINES CONSOLIDATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (1990 through 2002 Unaudited) 	Three Months Ended	Nine Months Ended 	Sep 30	Sep 30	Sep 30	Sep 30 	2002	2001	2002	2001 Pre-operating revenues: Payments received under 	joint venture agreements:	$0	$0	$0	$0 	Interest Income	1,846	1,421	4,589	4,210 		Sub-total	1,846	1,421	4,589	4,210 Pre-operating Expenses 	Lease and non-creditable option 	 payments on mining properties	0	0	0	0 	Evaluation of mining properties	600	0	1,255	15,218 	Legal and accounting	0	220	0	220 	Interest expense	2,259	2,168	8,013	6,398 	Administrative compensation	0	0	0	0 	Other administrative expense	843	881	2,956	5,366 	Depreciation/Amortization	0	0	0	0 	California Franchise tax	0	113	25	113 	Other expenses	0	500	0	200,550 		Sub-total	3,701	3,882	12,258	227,864 Net operating income	(1,855)	(2,461)	(7,669)	(223,654) Minority interest in loss of subsidiaries	0	0	0	233,145 Net gain/(loss)	($1,855)	($2,461)	($7,669)	$9,491 Primary gain/(loss) per share	($0.000)	($0.000)	($0.001)	$0.002 Fully diluted gain/(loss) per share	($0.000)	($0.000)	($0.000)	$0.002 See accompanying notes MOTHER LODE GOLD MINES CONSOLIDATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (1990 through 2002 Unaudited) 		Nine Months Ended 	Sep 30	Sep 30 	2002	2001 Cash flows from operating activities:	($7,669)	$9,491 Adjustments to reconcile net loss to net cash used in operating activities: 	Depreciation and amortization	0	0 	Salaries and fees	0	0 	(Increase) Decrease in deposits	0	1,969 	(Increase) Decrease in pre-paid expenses	0	0 	(Increase) Decrease in loans receivables	(2,927)	(40,043) 	Increase (Decrease) in accounts payables	6,607	7,318 	Increase (Decrease) in long term loans	0	(117,324) 	Incr (Decr) in deferred officer salaries	0	0 	Incr (Decr) in income taxes payable	0	(1,376) 	Incr (Decr) Minority Interest due to Dissolution	0	(238,670) 	Incr (Decr) in property loss from abandonment	0	0 Gross cash used in operating activities	(3,963)	(388,126) Cash flow from investing activities: 	Minority investment	0 	8 	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	(148,918)	(163,726) 	Proceeds from sale of company stock	148,918	917,623 	Increase (Decrease) in expiration of: 	Series A Preferred Stock	0	0 		1984 Option Plan	0	0 Net borrowing from notes payable	3,970	(374,454) Net cash provided by financing activities	3,970	379,443 	Net increase (decrease) in cash	$7	$815 	Cash, beginning of period	83	10 	Cash, end of period	$90	$825 A. Supplemental disclosures of cash flow information for the 344 month since inception to September 30, 2002 	Cash paid for:	Interest	$719,084 		Income taxes	$37,755 B. Supplemental schedule of non-cash investing and financing activities for the 344 months from inception to September 30, 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	$826,549 	Equipment	 _ 0	$5,000 	Total	$826,549	$5,000 See accompanying notes MOTHER LODE GOLD MINES CONSOLIDATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (1990 through 2002 Unaudited) 		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	 7,335 As of December 31, 2001	6,021,759	$6,453,367	$912,098	($6,759,568) No shares were sold from Jan thru Sep 2002 Series A Preferred shares converted to common shares	 201,729	148,918	(148,918) Paid-in capital representing options 	to acquire a cumulative maximum:		0 	Series A of 972,849 common shares 	Series B of 25,068 common shares			0 September 30, 2002 pre-operating net gain	 0	 0	 0	 (7,669) As of September 30, 2002	6,223,488	$6,602,285	$763,180	($6,767,237) See accompanying notes MOTHER LODE GOLD MINES CONSOLIDATED AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 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 nine-month period ended September 30, 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 has 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. 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. 	b. 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. 	c. Minimum Annual Land Lease Payments The minimum monthly payments are subject to adjustments if the highest price of gold for the prior six months rises above $375 per ounce. Assuming these properties are retained, the gold price does not rise above $375 per ounce, and no development and/or exploration is commenced on the Big Canyon property, the minimum payments are as follows: 		Year					 Amount 	2002(3 months)	$0 	2003	$2,400 	2004	$2,400 3.	STOCK OPTION PLANS 	The Company has two active stock option plans (1995 Stock Option Plan and Directors' Stock Option Plan). Northern Mines did "Wind up and Dissolve" effective June 30, 2001; all option plans had expired March 1, 2000. 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 on the following page, as follows: MOTHER LODE GOLD MINES CONSOLIDATED AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2002 3.	STOCK OPTION PLANS, Continued 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	Sep 2005	$2.00		100,000	 0 		Director's	Sep 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. 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 September 30, 2002, a total of 183,969 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: 483,909 Maximum, 5 years class:	.0001	 57,554 Maximum, 10 years class:	.0001	915,295 		972,849	$920,591 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 September 30, 2001 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 Total amount of expense relief (Series A and Series B)	$826,549 MOTHER LODE GOLD MINES CONSOLIDATED AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2002 3.	STOCK OPTION PLANS, Continued c. Changes in options outstanding, as of September 30, 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, 2002 Series A Preferred, 5-year expiration class	(18,948) Series A Preferred, 10-year expiration class	 (171,819) Balance, September 30, 2002	997,679 4.	MINORITY INTEREST IN SUBSIDARIES 	Northern Mines Inc was "wound-up and dissolved effective June 30, 2001, necessitating the write-off. 5.	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 Third Quarter 2002 loss of $7,669. The Company has no current 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 September 30, 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. - $6,053. The total number of common shares of the Company as of September 30, 2001 is 6,223,488. Cash payments for officer's compensation were suspended effective October 1, 1988, and remain in effect through September 30, 2002 and are in effect as of the date of this report. To date, 350,000 shares have been authorized and options for 183,969 shares of Series A Preferred Stock that have been granted remain active. 	Preparation of Financial Statements. The consolidated financial statements of September 30, 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 Third Quarter 2001. The Company owns 48.37 % of the common stock (the only outstanding security) of AUGM. 	Pacific FarEast Minerals, Inc. ("PFEM") During the Third Quarter 2002, 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. 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: _________________________	___________________ Frank M. Orrell,	Byron S. James, Chairman, CEO	Chief Financial Officer Date: October 28, 2002	Date: October 28, 2002 CERTIFICATION OF PERIODIC REPORT We, Frank M. Orrell, Chief Executive Officer and Byron S. James, Chief Financial Officer, respectively of Mother Lode Gold Mines Consolidated (the "Company"), do certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d); and (2) the information contained in this unaudited Report fairly presents, in all material respects, the financial condition and results of operations of the Company to the best of our knowledge. ___________________	__________________ Frank M. Orrell,	Byron S. James, Chairman, CEO	Chief Financial Officer Date: October 28, 2002	Date: October 28, 2002 The Balance of this Page Intentionally Left Blank I, Frank M. Orrell, certify that: 1. I have reviewed this quarterly report on Form l0QSB of Mother Lode Gold Mines Consolidated; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements. and other financial information included in this quarterly report, fairly present in all material respects the financial condition, quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined m Exchange Act Rules l3a-14 and 15d-14) for the registrant and we have: a) designated such disclosure contro1s and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries. is made known to us by others within those entities. particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: October 28, 2002 									____________________ Chairman, CEO I, Byron S. James, certify that: 1. I have reviewed this quarterly report on Form l0QSB of Mother Lode Gold Mines Consolidated; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined m Exchange Act Rules l3a-14 and 15d-14) for the registrant and we have: a) designated such disclosure contro1s and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: October 28, 2002 									_______________ Secretary, CFO MOTHER LODE GOLD MINES CONSOLIDATED AND SUBSIDARIES EARNINGS PER SHARE (FULLY DILUTED) 	CUMULATIVE	344 MO TO	3 MO TO	3 MO TO	9 MO TO	9 MO TO	12 MO TO 	DATE		SHARES	SHARES MONTHS 		9/30/02 	9/30/02	9/30/01 	9/30/02 	9/30/01	12/31/01 From 2/08/74 thru 12/31/98 (A,B,C,D)			299	917,481,542 01/01/99 (C)		32,326	4,595,852	3	13,787,556 03/31/99 (C)		0	4,595,852	1		4,595,582 04/30/99	 (C)		41,250	4,637,102	3		9,274,204 06/30/99 (C)		95,037	4,732,139	3		14,196,417 09/30/99 (C)	28,713	4,760,852	3		14,282,556 12/31/99 (C)		31,640	4,792,492	3		14,377,476 03/31/00 (C)		32,342	4,824,834	3		14,474,502 06/30/00 (C)		32,342	4,857,176	3		14,571,528 09/30/00 (C)		36,141	4,893,317	3		14,679,951 12/31/00 (C)		42,450	4,935,767	3		14,807,301					14,807,301	14,808,301 03/31/01 (C)	1,163,447		6,099,214	3		18,297,642					18,297,642	18,297,642 06/30/01 (C)	487,626	6,587,840	3		19,763,520		19,763,520		19,763,502	19,763,502 09/30/01	 (C)	76,494	6,663,334	3		19,990,002					19,990,002 12/31/01 (C)	75,494	6,738,828	3		20,216,484			20,216,484 03/31/02 (C)	75,495	6,814,323	3		20,442,969			20,442,969 06/30/02 (C)	74,226	6,888,549	3		20,665,467	20,665,467		20,665,467 09/30/02 (C)	52,008	6,940,557	0 ____________	__________	____________	__________	__________	__________ 				344		1,165,905,149	20,665,467	19,763,520	61,325,100	52,868,463	72,858,465 MONTHS							344	3	3	9	9	12 WEIGHTED AVERAGE SHARES		3,389,259 6,888,549	6,587,840	6,813,900	5,874,274	6,071,539 NET INCOME/(LOSS)		($6,767,237)	($1,585)	($2,461)	($7,669)		$9,491	($6,759,568) EARNINGS/(LOSS) PER SHARE, FULLY DILUTED ($1.997)	($0.000)	($0.000)	($0.001)	$0.002	($1.113) 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	344 MO TO	3 MO TO	3 MO TO	9 MO TO	9 MO TO	12 MO TO DATE			SHARES	SHARES MONTHS 		9/30/02 	9/30/02	9/30/01 	9/30/02 	9/30/01	12/31/01 From 02/08/74 thru 12/31/98 (A,B,C)			299	917,481,542 01/01/99 (C)		0	3,878,783	3	11,636,349 03/31/99 (C)		0	3,878,783	1		3,878,783 04/30/99	 (D)		41,250	3,920,033	2		7,840,066 06/30/99 (C)		95,037	4,015,070	3		12,045,210 09/30/99 (C)	28,713	4,043,783	3		12,131,349 12/31/99 (C)		31,640	4,075,423	3		12,226,269 3/31/00 (C)		32,342	4,107,765	3			12,323,295 06/30/00	 (C)		32,342	4,140,107	3		12,420,321 09/30/00	 (C)		36,141	4,176,248	3		12,528,744 12/31/00 (C)		42,450	4,218,968	3		12,656,094					12,656,094	12,656,094 03/31/01 (C)	1,163,447		5,382,145	3		16,146,435					16,146,435	16,146,435 06/30/01 (C)	488,626	5,870,771	3		17,612,313		17,612,313		17,612,313	17,612,313 09/30/01	 (C)	76,494	5,945,265	3		17,838,795					17,838,795 12/31/01 (C)	75,494	6,021,759	3		18,065,277			18,065,277 03/31/02 (C)	75,495	6,097,254	3		18,291,762			18,291,762 06/30/02 (C)	74,226	6,171,480	3		18,514,440	18,514,440		18,514,440 09/30/02 (C)	52,008	6,223,488	0 _____________	__________0	__________	__________	__________	__________ 	__________			344 1,165,905,149	18,514,440	17,612,313	54,871,479	46,414,842	64,253,637 MONTHS								344	3	3	9	9	12 WEIGHTED AVERAGE SHARES		3,295,457 6,171,480	5,870,771	6,096,831	5,157,205	5,354,470 NET INCOME/(LOSS)		($6,767,237)	($1,855)	($2,461)	($7,669)		$9,491	($6,759,568) EARNINGS/(LOSS) PER SHARE, FULLY DILUTED ($2.054)	($0.000)	($0.000)	($0.001)	$0.002	($1.262) 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 15