Securities and Exchange Commission
October 16, 2005
Page 3
MOTHER LODE GOLD MINES CONSOLIDATED 1312 Concannon Boulevard
Phone (925) 606-5939 Fax (925) 606-5426 Livermore, CA 94550
October 16, 2005
Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 7010
100 F Street, NE
Washington, DC 20549-0405
RE: Form 10- KSB for the Fiscal Year Ended December 31, 2004
Dear Sirs:
In accordance with your letter of September 8, 2005, responses to the
several items regarding our Form 10KSB for the period ending December
31, 2004, are given herein:
A. Please revise Item 5 of Form 10-KSB to disclose (a) the market in
which your stock trades and (b) the number of holders of record as of
the balance sheet date in accordance with Item 201 of Regulation S-B.
(a.) The price quotes from one dealer are listed in the Pink Sheet
published by the NASDAQ Bulletin Board.
(b.) The number of shareholders on December 31, 2004 was
approximately 825.
B. Please revise MD&A to comply with the disclosure requirements of
Item 303 of Regulation S-B.
Appropriate revisions have been made and are incorporated in a
revised Form 10KSB for the period ending December 31, 2004.
C. Please reconcile the amounts reported in selected financial data to
the amounts reported in the Consolidated Statement of Operations.
Appropriate revisions have been made and are incorporated in a
revised Form 10KSB for the period ending December 31, 2004.
D. Please include disclosures regarding your disclosure controls and
procedures as required by Item 307 of Regulation S-B.
On February 11, 2004, the Company adopted the following position
papers, which were included in the March 31, 2004 Form10-QSB
filing.
(a.) Audit Committee Charter
(b.) Code of Ethics
E. Please revise your Officers' Certifications (Refer to Commission
Release 33- 8124) to refer to an annual period rather than a quarterly
period.
Appropriate revisions have been made and are incorporated in a
revised Form 10KSB for the period ending December 31, 2004.
F. Please provide audited financial statements prepared in accordance
with U. S. GAAP and the related audit opinion as required by Rule 310
of Regulation S- B.
Audited financial statements will be prepared prior to any public
issuance of stock, either common or preferred, of the Company. The
company is inactive and currently has no funds to prepare audited
statements at this time, but maintains all documents and financial
controls prior to, or in anticipation of, the necessary funds to
conduct said audit.
G. Please explain how you have accounted for your equity investments in
Amador United Gold Mines and Pacific FarEast Minerals, Inc.
When Amador United Gold Mines was formed in 1976, MLGM transferred
land assets in exchange for 50% of the issued AUGM stock. The
current negative balance reflects the operating losses sustained
by AUGM to date and allocable to MLGM.
When Pacific FarEast Minerals was formed in 1993, MLGM received
40% of the PFEM common stock of that company in recognition of
exploration and development expertise that MLGM would contribute
to future operation of PFEM. The current negative balance reflects
the operating losses sustained by PFEM to date and allocable to
MLGM.
H. Please explain why you believe you are reasonably assured of being
able to collect certain accounts receivable. We note an account
receivable from Amador United Gold mines, which would appear to
represent a receivable from an equity method investee. In addition, we
noted that Amador did not have operations in 2004.
These amounts have been deemed to be uncollectible and are written
off in the 10QSB filing for March 31, 2005.
I. Please disclose summarized financial data in the notes to your
financial statements for your equity method investees, if significant.
Refer to Item 310(b) (2) (iii) of Regulation S-B.
Equity investees in the opinion of the Company are not
significant.
J. Please explain why your property rights asset is not impaired given
your disclosure which indicates the abandonment of the property.
Property rights assets held by Mother Lode Gold Mines Consolidated
are reduced to zero as of December 31, 2004, and are therefore
impaired accordingly. The only consolidated property rights now
held by Amador United Gold Mines, a 48.20% owned subsidiary of
Mother Lode Gold Mines Consolidated, are 200 acres of mineral
rights of the Argonaut Mine located in Jackson, California, one of
California's largest former producing gold mines.
K. It appears you should provide inception to date information in
accordance with SF AS 7. Please explain why this disclosure is not
required.
Mother Lode Gold Mines Consolidated is no longer a development
stage company; hence the requirements of SFAS-7 were deemed by the
Company as not applicable.
L. It appears that your fully diluted EPS determination includes anti-
dilutive securities. Please support your calculation of fully diluted
EPS. Refer to paragraph 16 of SFAS 128.
Appropriate revisions have been made and are incorporated in a
revised Form 10KSB for the period ending December 31, 2004. Anti-
dilutive shares have been omitted from the calculation.
M. Please revise your Statement of Cash Flows so that it reconciles to
your change in cash.
Appropriate revisions have been made and are incorporated in a
revised Form 10KSB for the period ending December 31, 2004.
N. Explain how you have accounted for your debt relief and/or
liabilities associated with your preferred shares.
The corresponding dollar amounts were recorded as: (1) For the
Series A preferred shares, as deferred compensation expense prior
to the suspension of officer compensation in 1988, and (2) for the
Series B preferred shares, as lease payments due under the Big
Canyon Mine Agreement dated July 1, 1996 and amended January 1,
2001.
O. Please revise your filing to include all disclosure required by Form
10-KSB or tell us why those requirements would not apply. Refer to Form
10-KSB instructions. In the event you believe a requirement is not
applicable please cite the authoritative literature supporting your
conclusion.
Appropriate revisions have been made and are incorporated in a
revised Form 10KSB for the period ending December 31, 2004.
2. We note that you have not filed quarterly reports as required by
Rule 310(b) of Regulation S-B. Please either file these quarterly
reports or demonstrate how you are exempt from the filing requirements
by supporting your conclusions with citations to authoritative
literature.
The required quarterly reports for March, June and September, 2005
will be filed within the next 30 days. Further statements will be
filed in a manner consistent with regulatory requirements.
Mother Lode Gold Mines Consolidated acknowledges that the following
statements, as requested in your letter of September 8, 2005 are true:
(1) the company is responsible for the adequacy and accuracy of
the disclosure in it's filings;
(2) staff comments, or changes to disclosure in response to staff
comments, do not foreclose the Commission from taking any action
with respect to the filing; and
(3) the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
I may be contacted at 510-326-2420 if necessary.
Sincerely,
Byron S. James,
CFO/Secretary