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 Quarterly Period Ended: September 30, 2003
_ 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)
(925) 455-0802
Issuer's telephone number
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEEDING FIVE YEARS
Check whether the registrant filed all documents and records required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
the securities under a plan confirmed by a court. ? Yes ? No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
TRADING SYMBOL: MLGM
Class Outstanding
Common Stock, 6,431,520
without par value as of September 30, 2003
Total Pages: 16
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 September
30, 2003. The Company has prepared this information without independent audit.
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
TABLE OF CONTENTS
Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002 3
Consolidated Statement of Operations for the 9-month period ending
September 30, 2003. 4
Consolidated Statement of Cash Flows for the 9-month period ending
September 30, 2003 5
Consolidated Statements of Stockholder's Equity from inception on February 8,
1974 to September 30, 2003. 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 2003 Unaudited)
ASSETS
September 30 December 31
2003 2002
(Unaudited) (Unaudited)
Current Assets
Cash $120 $115
Total current assets 120 115
Other Assets
Property rights 618,332 618,332
Note receivable from
Amador United Gold Mines 97,619 94,257
Total other assets 715,951 712,589
$716,071 $712,704
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Accounts payable $41,569 $34,926
California income tax 11,256 11,256
Total current liabilities 52,825 46,182
Non-current liabilities
Notes payable 18,167 11,751
Deferred fees payable 58,303 58,303
Total non-current liabilities 76,470 70,055
Stockholder's equity
Common stock, without par value,
Authorized, 7,500,000 shares:
Issued and outstanding, September 30
2003: 6,431,520
2002: 6,223,448 6,757,263 6,641,029
Paid-in capital representing rights to
acquire a maximum of 879,039 shares
(See Note 3) 608,202 724,435
Deficit accumulated during development stage (6,778,689) (6,768,997)
Net stockholder's equity 586,775 549,468
$716,071 $712,704
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(1990 through 2003 Unaudited)
Three Months Ended Nine Months Ended
Sep 30 Sep 30 Sep 30 Sep 30
2003 2002 2003 2002
Pre-operating revenues:
Payments received under
joint venture agreements: $0 $0 $0 $0
Interest Income 1,157 1,846 3,713 4,589
Sub-total 1,157846 1,846 3,713 4,589
Pre-operating Expenses
Lease and non-creditable option
payments on mining properties 0 0 0 0
Evaluation of mining properties 1,200 600 2,400 1,255
Legal and accounting 255 0 280 0
Interest expense 2,376 2,259 7,230 8,013
Administrative compensation 0 0 0 0
Other administrative expense 772 843 3,445 2,956
Depreciation/Amortization 0 0 0 0
California Franchise tax 0 0 50 25
Other expenses 0 0 0 0
Sub-total 4,602 3,701 13,406 12,258
Net operating income (3,445) (1,855) (9,692) (7,669)
Minority interest in loss of
subsidiaries 0 0 0 0
Net gain/(loss) ($3,445) ($1,855) ($9,692) ($7,669)
Primary gain/(loss) per share ($0.001) ($0.000) ($0.002) ($0.001)
Fully diluted gain/(loss) per share ($0.000) ($0.000) ($0.001) ($0.001)
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(1990 through 2003 Unaudited)
Nine Months Ended
Sep 30 Sep 30
2003 2002
Cash flows from operating activities: ($9,692) ($7,669)
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 0
(Increase) Decrease in pre-paid expenses 0 0
(Increase) Decrease in loans receivables (3,362) (2,927)
Increase (Decrease) in accounts payables 6,643 6,607
Increase (Decrease) in long term loans 0 0
Incr (Decr) in deferred officer salaries 0 0
Incr (Decr) in income taxes payable 0 0
Incr (Decr) Minority Interest due to Dissolution 0 0
Incr (Decr) in property loss from abandonment 0 0
Gross cash used in operating activities (3,281) (3,963)
Cash flow from investing activities:
Minority investment 0 0
Purchase of mining property 0 0
Net cash provided by (used in) investing 0 0
Cash flows from financing activities:
Issuance of Series B Stock 0 0
(Inc)Dec Conversion Series A to Common (116,234) (148,918)
Proceeds from sale of company stock 116,234 148,918
Increase (Decrease) in expiration of:
Series A Preferred Stock 0 0
1984 Option Plan 0 0
Net borrowing from notes payable 6,416 3,970
Net cash provided by financing activities 6,416 3,970
Net increase (decrease) in cash ($7) $7
Cash, beginning of period 127 83
Cash, end of period $120 $90
A. Supplemental disclosures of cash flow information for the 356 month since
inception to September 30, 2003
Cash paid for: Interest $719,084
Income taxes $37,755
B. Supplemental schedule of non-cash investing and financing activities for the
356 months from inception to September 30, 2003:
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 $569,891
Equipment _ 0 $5,000
Total $569,891 $5,000
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(1990 through 2003 Unaudited)
Issued and Outstanding Paid-in Since Inception
Shares Amount Capital February 1974
From Inception, February 24, 1974 thru 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 Dec 2002
Series A Preferred shares converted
to common shares 253,737 187,663 (187,663)
Paid-in capital representing options
to acquire a cumulative maximum: 0
Series A of 1,090,930 common shares
Series B of 25,068 common shares 0
December 31, 2002
Pre-operating net gain 0 0 0 9,429
As of December 31, 2002 6,275,496 $6,641,029 $724,435 ($6,768,997)
No shares were sold from Jan thru Sep 2003
Series A Preferred shares converted
to common shares 156,024 116,234 (116,234)
Paid-in capital representing options
to acquire a cumulative maximum: 0
Series A of 801,963 common shares
Series B of 25,068 common shares 0
September 30, 2003
pre-operating net gain 0 0 0 (9,692)
As of September 30, 2003 6,431,250 $6,757,263 $608,202 ($6,778,689)
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
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, 2003 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2003. 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, 2002.
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. 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. During the last six
months of 2003, the gold price at the London fixing rose above $375 for an
extended time period. Thus for the fourth year of the Lease (2004), the monthly
rent increases to $400. Assuming there are no further adjustments due to the
increase of the gold price, the minimum payments are as follows:
Year Amount
2003(3 months) $0
2004 $4,800
2005 $4,800
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, 2003
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, 2003, a total of 146,077 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
Maximum, 5 years class: .0001 0
Maximum, 10 years class: .0001 801,963
801,963 $569,891
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, 2003 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
Maximum, 5 year Class .0001 25,069 $ 47,748
Total amount of expense relief (Series A and Series B) $617,639
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
3. STOCK OPTION PLANS, Continued
c. Changes in options outstanding, as of September 30, 2003 follow:
Compensatory Options, Maximum Shares of common stock:
January 1, 2003
Series B Preferred 25,069
Series A Preferred, 5-year expiration class 51,238
Series A Preferred, 10-year expiration class 873,680
Total 949,987
Net Changes, 2003
Series A Preferred, 5-year expiration class (51,238)
Series A Preferred, 10-year expiration class (71,717)
Balance, September 30, 2003 827,032
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 2003 loss of
$9,692. 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, 2003, the Company had outstanding advances for land
and administrative services to subsidiary corporations as follows: Amador
United Gold Mines - $101,517; Pacific FarEast Minerals, Inc. - $255.
The total number of common shares of the Company as of September 30, 2003
is 6,431,520.
Cash payments for officer's compensation were suspended effective October
1, 1988, and remain in effect through September 30, 2003 and are in effect as
of the date of this report. To date, 350,000 shares have been authorized and
options for 146,077 shares of Series A Preferred Stock that have been granted
remain active.
Preparation of Financial Statements. The consolidated financial
statements of September 30, 2003, and for the three-month and nine month
periods then ended, were prepared by the Company and have not been reviewed by
independent auditors prior to filing.
Amador United Gold Mines ("AUGM"). AUGM owns 75,000 common shares of
Sutter Creek Venture, located in Sutter Creek, California. Which is managed by
U.S. Energy Systems of Riverton, Wyoming. AUGM also owns the mineral rights to
208.5 acres of the former Argonaut mine, located in the city of Jackson,
California, one of California's most productive and famous gold mines. There
was no activity by this corporation during the Third Quarter 2003. The Company
owns 48.20% of the common stock (the only outstanding security) of AUGM.
Pacific FarEast Minerals, Inc. ("PFEM") Effective August 16, 2003, PFEM
entered into an Agreement with the Gold Company of Weichang ("GCW") of Weichang
County, Hebei Province, China for the mineral exploration of a 6,000 square
kilometer (approximately 2,300 square miles) Area of Interest. This agreement
provides that the two companies will cooperate in prospecting efforts in the
area of Interest. PFEM will obtain a Business License, as a non-legal person
status from the Chinese government. The Prospecting License is then obtained
from the Province of Hebei. If the initial prospecting results are favorable,
then a Joint Venture will be formed for the development and operation of the
ore body. PFEM will own 77.5% of the joint venture and GCW will own 22.5%.
Subsequent to signing this agreement, PFEM has diligently pursued all
activities required to meet their obligations. The primary activities have been
the development of the preliminary exploration program, and corresponding
budget, in cooperation with Dr. Wu Zhenham, Deputy Director of the Institute of
Geomechanics, Chinese Academy of Geologic Sciences.
PFEM proposes to raise $3,000,000 in operating capital through a Privet
Placement in early 2004. Additionally, PFEM is evaluating the advantages of
merging with an existing mining corporation which is inactive, but will enhance
the attractiveness of PFEM at the time of the offering. MLGM is one such
company.
The Company owns 31.7% of the common stock (the only outstanding security) of
PFEM.
Item 3. Controls and Procedures
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.
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
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MOTHER LODE GOLD MINES CONSOLIDATED
o/s FRANK M. ORRELL
Date: December 17, 2003 Frank M. Orrell,
Chairman, CEO
o/s BYRON S. JAMES
Date: December 17, 2003 Byron S. James,
Chief Financial Officer
The Balance of this Page Intentionally Left Blank
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 September 30, 2003 (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.
o/s FRANK M. ORRELL o/s BYRON S. JAMES
Frank M. Orrell, Byron S. James,
Chairman, CEO Chief Financial Officer
Date: December 17, 2003 Date: December 17, 2003
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: December 17, 2003
o/s FRANK M. ORRELL
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: December 17, 2003
o/s BYRON S. JAMES
Secretary, CFO
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDARIES
EARNINGS PER SHARE
(FULLY DILUTED)
CUMULATIVE 3 MO TO 3 MO TO 9 MO TO 9 MO TO 12 MO TO
DATE SHARES SHARES MONTHS 9/30/03 9/30/02 9/30/03 9/30/02 12/31/02
From 2/08/74 thru 12/31/99(A,B,C,D) 311
01/01/00 (C) 31,640 4,792,492 3
03/31/00 (C) 32,342 4,824,834 3
06/30/00 (C) 32,342 4,857,176 3
09/30/00 (C) 36,141 4,893,317 3
12/31/00 (C) 42,450 4,935,767 3
03/31/01 (C,E)1,163,447 6,099,214 3
06/30/01 (C,F) 488,626 6,587,840 3
09/30/01 (C) 75,494 6,663,334 3
12/31/01 (C) 75,494 6,738,828 3 20,216,484 20,216,484
03/31/02 (C) 75,495 6,814,322 3 20,442,966 20,442,966
06/30/02 (C) 74,266 6,888,548 3 20,665,644 20,665,644 20,665,644
09/30/02 (C) 52,009 6,940,557 3 20,821,671
12/31/02 (C) 52,009 6,992,566 3 20,977,698
03/31/03 (C) 52,009 7,044,575 3 21,133,725
06/30/03 (C) 52,009 7,096,584 3 21,289,752 21,289,752
09/30/03 (C) 52,009 7,148,593 0
356 21,289,752 20,665,644 63,401,175 61,325,094 82,146,765
MONTHS 3 3 9 9 12
WEIGHTED AVERAGE SHARES 7,096,584 6,888,548 7,044,575 6,813,899 6,845,564
NET INCOME/(LOSS)) ($3,445) ($1,855) ($9,692) ($7,669) ($9,492)
EARNINGS/(LOSS)PER SHARE
FULLY DILUTED ($0.000) ($0.000) ($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 3 MO TO 3 MO TO 6 MO TO 6 MO TO 12 MO TO
DATE SHARES SHARES MONTHS 6/30/03 6/30/02 6/30/03 6/30/02 12/31/02
From 2/08/74 thru 12/31/99(A,B,C,D) 311
01/01/00 (C) 0 4,075,420 3
03/31/00 (C) 32,342 4,107,762 3
06/30/00 (C) 32,342 4,140,104 3
09/30/00 (C) 36,141 4,176,245 3
12/31/00 (C) 42,450 4,218,695 3
03/31/01 (C,E)1,163,447 5,382,142 3
06/30/01 (C,F) 488,626 5,870,768 3
09/30/01 (C) 75,494 5,946,262 3
12/31/01 (C) 75,494 6,021,756 3 17,612,304 17,612,304
03/31/02 (C) 75,495 6,097,250 3 17,838,786 17,838,786
06/30/02 (C) 74,266 6,171,476 3 18,065,268 18,065,268 18,065,268
09/30/02 (C) 52,009 6,223,485 3 18,291,750
12/31/02 (C) 52,009 6,275,494 3 18,514,428
03/31/03 (C) 52,009 6,327,503 3 18,670,455
06/30/03 (C) 52,009 6,379,512 0 18,826,482 18,826,482
09/30/03 (C) 52,009 6,431,521 0
356 18,826,482 18,065,268 56,011,365 53,516,358 71,808,108
MONTHS 3 3 9 9 12
WEIGHTED AVERAGE SHARES 6,275,494 6,021,756 6,223,485 5,946,262 5,984,009
NET INCOME/(LOSS)) ($3,445) ($1,855) ($9,692) ($7,669) ($9,492)
EARNINGS/(LOSS)PER SHARE-PRIMARY ($0.001) ($0.000) ($0.002) ($0.001) ($0.002)
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.
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