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, 2004
_ 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)
1312 CONCANNON BOULEVARD, LIVERMORE, CA 94550
(Address of principal executive offices)
(925) 606-5939
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, 6,640,807
without par value as of September 30, 2004
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, 2004. The Company has prepared this information without
independent audit.
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
TABLE OF CONTENTS
Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003 3
Consolidated Statement of Operations for the 9-month period ending
September 30, 2004. 4
Consolidated Statement of Cash Flows for the 9-month period ending
September 30, 2004 5
Consolidated Statements of Stockholder's Equity from inception on
February 8, 1974 to September 30, 2004. 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 2004 Unaudited)
ASSETS
September 30 December 31
2004 2003
(Unaudited) (Unaudited)
Current Assets
Cash $174 $106
Total current assets 174 106
Other Assets
Property rights 618,332 618,332
Note receivable from
Amador United Gold Mines 102,130 98,756
Total other assets 720,462 717,088
$720,637 $717,194
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Accounts payable $43,836 $43,790
California income tax 11,256 11,256
Total current liabilities 55,092 55,046
Non-current liabilities
Notes payable 23,769 18,748
Deferred fees payable 58,303 58,303
Total non-current liabilities 82,073 77,051
Stockholder's equity
Common stock, without par value,
Authorized, 7,500,000 shares:
Issued and outstanding, September 30
2004: 6,640,807
2003: 6,431,520 6,914,461 6,796,008
Paid-in capital representing rights to
acquire a maximum of 619,004 shares
(See Note 3) 451,004 569,457
Deficit accumulated during development stage (6,781,992) (6,780,367)
Net stockholder's equity 583,472 585,098
$720,637 $717,094
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(1990 through 2004 Unaudited)
Three Months Ended Nine Months Ended
Sep 30 Sep 30 Sep 30 Sep 30
2004 2003 2004 2003
Pre-operating revenues:
Payments received under
joint venture agreements: $0 $0 $0 $0
Interest Income 1,187 1,157 3,634 3,713
Sub-total 1,187 1,157 3,634 3,713
Pre-operating Expenses
Lease and non-creditable option
payments on mining properties 0 0 0 0
Evaluation of mining properties 0 1,200 2,400 2,400
Legal and accounting 0 255 25 280
Interest expense 424 2,376 1,153 7,230
Administrative compensation 0 0 0 0
Other administrative expense 46 772 1,632 3,445
Depreciation/Amortization 0 0 0 0
California Franchise tax 0 0 50 50
Other expenses 0 0 0 0
Sub-total 470 4,602 5,259 13,406
Net operating income 717 (3,445) (1,625) (9,692)
Minority interest in loss of
subsidiaries 0 0 0 0
Net gain/(loss) $717 ($3,445) ($1,625) ($9,692)
Primary gain/(loss) per share $0.000 ($0.001) ($0.000) ($0.002)
Fully diluted gain/(loss) per share $0.000 ($0.000) ($0.000) ($0.001)
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(1990 through 2004 Unaudited)
Nine Months Ended
Sep 30 Sep 30
2004 2003
Cash flows from operating activities: ($1,625) ($9,692)
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 (3,374) (3,362)
Increase (Decrease) in accounts payables 46 6,643
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 (3,328) (3,281)
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 (118,454) (116,234)
Proceeds from sale of company stock 118,454 116,234
Increase (Decrease) in expiration of:
Series A Preferred Stock 0 0
1984 Option Plan 0 0
Net borrowing from notes payable 5,021 6,416
Net cash provided by financing activities 5,021 6,416
Net increase (decrease) in cash $69 ($7)
Cash, beginning of period 105 127
Cash, end of period $174 $120
A. Supplemental disclosures of cash flow information for the 368 month
since inception to September 30, 2004
Cash paid for: Interest $719,084
Income taxes $37,885
B. Supplemental schedule of non-cash investing and financing activities
for the 368 months from inception to September 30, 2004:
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 $414,913
Equipment _ 0 $5,000
Total $414,913 $5,000
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(1990 through 2004 Unaudited)
Issued and Outstanding Paid-in Since Inception
Shares Amount Capital February 1974
From Inception, February 24, 1974 thru December 31, 2001
6,021,759 $6,453,367 $912,098 ($6,759,568)
No shares were sold from Jan thru Dec 2002
Series A Preferred shares converted
to common shares 253,737 187,663 (187,663)
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 924,918common shares 0
December 31, 2002 pre-operating
net gain (loss) 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 Dec 2003
Series A Preferred shares converted
to common shares 208,032 154,978 (154,978)
Paid-in capital representing options
to acquire a cumulative maximum: 0
Series A of 749,952 common shares
December 31, 2003
Pre-operating net gain 0 0 0 (11,370)
As of December 31, 2003 6,483,528 $6,796,008 $569,457 ($6,780,367)
No shares were sold from Jan thru Sep 2004
Series A Preferred shares converted
to common shares 157,279 118,453 (118,453)
Paid-in capital representing options
to acquire a cumulative maximum: 0
Series A of 593,935 common shares
September 30, 2004
Pre-operating net gain (loss) 0 0 0 (1,625)
As of September 30, 2004 6,640,807 $6,914,461 $451,004 ($6,781,992)
See accompanying notes
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
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, 2004 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2004. 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, 2003.
The sole activity of the Company is the 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. The lease expires
December 2004. An
extension of the lease has been proposed.
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
2004(3 months) $0
2005 To be determined
2006 To be determined
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 as follows:
A. Option plans for employees, directors and consultants:
Plan Expiration Exercise
Common Shares Reserved for
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
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
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, 2004, a total of 108,185 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, 10 years class: .0001 593,935
593,935 $414,913
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, 2004 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 25,068 $ 47,748
Total amount of expense relief (Series A and Series B) $462,661
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
c. A changes in options outstanding, as of September 30, 2004 follows:
Compensatory Options, Maximum Shares of common stock:
January 1, 2004
Series B Preferred 25,068
Series A Preferred, 10-year expiration class 749,952
Total 775,020
Net Changes, 2004
Series B Preferred, 10 year expiration class 0
Series A Preferred, 5-year expiration class 0
Series A Preferred, 10-year expiration class (156,017)
Balance, June 30, 2004 593,935
4. OFFICE LEASE
The Company shares an office with Pacific FarEast Minerals in a Class A,
low rise building in a garden office park at 1312 Concannon Boulevard,
Livermore, California.
(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 2004 loss
of $1,625. 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 September 30, 2004 the Company had outstanding advances for
land and administrative services to subsidiary corporations as follows:
Amador United
Gold Mines - $101,655. Pacific FarEast Minerals, Inc. has made a short
term loan of
$3,986, including simple interest at 8% per annum, to the Company for
land lease
payments and insurance.
The total number of common shares of the Company as of September
30, 2004 is 6,640,807.
Cash payments for officer's compensation were suspended effective
October 1, 1988, and remain in effect through September 30, 2004
and are in effect
as of the date of this report. To date, 350,000 shares have been authorized and
options for 108,185 shares of Series A Preferred Stock that have been granted
remain active.
Grant W. Metzger, a director of Mother Lode Gold Mines Consolidated
since 1978, and president between 1982 and 1985, passed away on July 29, 2004.
Preparation of Financial Statements. The consolidated financial
statements of September 30, 2004, 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 2004. The Company owns
48.20% of the common
stock (the only outstanding security) of AUGM.
Pacific FarEast Minerals, Inc. ("PFEM") As of June 30, 2004, PFEM had
sold $195,000 in units of common stock and warrants. This offering
commenced on
January 1, 2004 and ended on June 30, 2004.
During the Third quarter of 2004, PFEM through its 100% owned subsidiary, The
Chengde Great Wall Minerals Company, LTD., advanced its efforts related to the
Weichang Project by signing an Agreement with the North China
Exploration Institute
to perform work on future filings and exploration in the Area of Interest.
PFEM expects issuance of its permit applications in the first quarter
of the year 2005.
The Company owns 24.69% of the common stock (the only outstanding
security) 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 i
s 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: March 5, 2005 Date: March 5, 2005
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, 2004 (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: March 5, 2005 Date: March 5, 2005
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 of this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
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: March 5, 2005
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 of this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing
and maintaining disclosure controls and procedures (as defined in
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 i
nformation 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 repo
rt 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: March 5, 2005
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 9/30/04 9/30/03 9/30/04 9/30/03 12/31/03
From 2/08/74 thru 12/31/00(A,B,C,D) 323
01/01/01 (C) 4,935,768 3
03/31/01 (C,E)1,163,447 6,099,215 3
06/30/01 (C,F) 488,626 6,587,841 3
09/30/01 (C) 75,495 6,663,336 3
12/31/01 (C) 75,495 6,738,831 3
03/31/02 (C) 75,495 6,814,326 3
06/30/02 (C) 74,266 6,888,552 3
09/30/02 (C) 52,008 6,940,560 3
12/31/02 (C) 52,008 6,992,568 3 20,977,704 20,977,704
03/31/03 (C) 52,008 7,044,576 3 21,133,728 21,133,728
06/30/03 (C) 52,008 7,096,584 3 21,289,752 21,289,752 21,289,752
09/30/03 (C) 52,008 7,148,592 3 21,445,776
12/31/03 (C) 52,008 7,200,600 3 21,601,800
03/31/04 (C) 52,008 7,252,608 3 21,757,824
06/30/04 (C) 53,276 7,305,884 3 21,917,652 21,917,652
09/30/04 (C) 51,995 7,357,879 0
368 21,917,652 21,289,752 65,277,276 63,401,184 84,846,960
MONTHS 3 3 9 9 12
WEIGHTED AVERAGE SHARES 7,305,884 7,096,584 7,253,031 7,044,576 7,070,580
NET INCOME/(LOSS)) $717 ($3,445) ($1,625) ($9,692) ($11,370)
EARNINGS/(LOSS)PER SHARE
FULLY DILUTED $0.000 ($0.000) ($0.000) ($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.
MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDARIES
EARNINGS PER SHARE
(PRIMARY)
CUMULATIVE 3 MO TO 3 MO TO 9 MO TO 9 MO TO 12 MO TO
DATE SHARES SHARES MONTHS 9/30/04 9/30/03 9/30/04 9/30/03 12/31/03
From 2/08/74 thru 12/31/00(A,B,C,D) 323
01/01/01 (C) 4,218,696 3
03/31/01 (C,E)1,163,447 5,382,143 3
06/30/01 (C,F) 488,626 5,870,769 3
09/30/01 (C) 75,495 5,946,264 3
12/31/01 (C) 75,495 6,021,759 3
03/31/02 (C) 75,495 6,097,254 3
06/30/02 (C) 74,266 6,171,480 3
09/30/02 (C) 52,008 6,223,488 3
12/31/02 (C) 52,008 6,275,496 3 18,826,488 18,826,488
03/31/03 (C) 52,008 6,327,504 3 18,982,512 18,982,512
06/30/03 (C) 52,008 6,379,512 3 19,138,536 19,138,536 19,138,536
09/30/03 (C) 52,008 6,431,520 3 19,294,560
12/31/03 (C) 52,008 6,483,528 3 19,450,584
03/31/04 (C) 52,008 6,535,536 3 19,606,608
06/30/04 (C) 53,276 6,588,812 3 19,766,436 19,766,436
09/30/04 (C) 51,995 6,640,807 0
368 19,766,436 19,138,536 58,823,628 56,947,536 76,242,096
MONTHS 3 3 9 9 12
WEIGHTED AVERAGE SHARES 6,588,812 6,379,512 6,535,959 6,327,504 6,353,508
NET INCOME/(LOSS)) $717 ($3,445) ($1,625) ($9,692) ($11,370)
EARNINGS/(LOSS)PER SHARE-Primary $0.000 ($0.001) ($0.000) ($0.002) ($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.
Sequential Page Number 15