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
For The Quarterly Period Ended: June 30, 2005
_ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934.
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
Issuers telephone number
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that he registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ? No ?
Indicate by check mark whether the registrant is a shell company as defined in
Rule 12b-2 of the Exchange Act). Yes ? No?
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, without par value,
as of June 30, 2005 6,796,828
Transitional Small Business Disclosure Format (Check One): Yes ? No ?
Total Pages: 15
Exhibit Index on Page: 13
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 June 30,
2005. The Company has prepared this information without independent audit or
review.
MOTHER LODE GOLD MINES CONSOLIDATED
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
TABLE OF CONTENTS
Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004 3
Consolidated Statement of Operations for the 6-month periods ending
June 30, 2005 and 2004. 4
Consolidated Statement of Cash Flows for the 6-month period ending
June 30, 2005 and 2004 5
Consolidated Statements of Stockolders Equity from inception on
February 8, 1974 to June 30, 2005 6
Notes to Consolidated Statements 7
(The balance of this page is intentionally left blank)
MOTHER LODE GOLD MINES CONSOLIDATED
BALANCE SHEETS
June 30, 2005 and December 31, 2004 (Unaudited)
ASSETS
June December 31
2005 2004
Current Assets
Cash $ 9 $ 143
Pre-paid State Taxes 25 0
Total current assets 34 143
Other Assets
Loan Receivable, Amador United Gold Mines 211,324 205,028
Investment, Amador United Gold Mines (14,282) (31,184)
Investment, Pacific FarEast Minerals, Inc. 301,053 335,114
Total other assets 498,095 528,958
Total Assets $498,129 $529,101
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Accounts payable $0 $43,883
Total current liabilities 0 43,883
Non-current liabilities
Notes payable 73,296 24,227
Deferred fees payable 0 58,303
Total non-current liabilities 73,296 82,530
Stockolders equity
Common stock, without par value,
Authorized, 7,500,000 shares:
Issued and outstanding, June 30,
2005: 6,796,828
2004: 6,588,812 7,030,695 6,953,206
Paid-in capital representing rights to
acquire a maximum of 383,229 shares
(See Note 3) 334,770 412,259
Deficit accumulated (6,940,032) (6,962,777)
Net Stockolders equity 424,833 402,688
Total Liabilities and Shareholders Equity $498,129 $529,101
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF OPERATIONS
Three Months and Six Months for Periods Ending June 30, 2005 and 2004
(Unaudited)
Three Months Ended Six Months Ended
Jun 30 Jun 30 Jun 30 Jun 30
2005 2004 2005 2004
Pre-operating revenues:
Income from asset write-off 0 0 58,303 0
Interest Income 3,156 1,125 6,241 2,237
Miscellaneous income 20 60 20 270
3,176 1,185 64,564 2,507
Pre-operating Expenses
Legal and accounting 125 0 125 25
Property payments 0 0 2,400 2,400
Interest expense 1,290 (1,657) 2,660 729
Other administrative expense 38 37 74 1,517
California Franchise tax 0 0 0 25
1,453 (1,620) 5,259 4,696
Net Operating Income (Loss) 1,722 2,805 (59,305) (2,189)
Investment Income
Amador United Gold Mines (Loss) (72) (575) 16,902 (1,123)
Pacific FarEast Minerals (Loss) (31,260) (18,941) (54,061) (49,412)
(31,332) (19,516) (37,159) (50,535)
Net Income (Loss) $(29,610) $(16,711) $22,146 $(52,724)
Primary gain/(loss) per share $(0.004) $(0.002) $0.003 ($0.008)
Fully diluted gain/(loss) per share $(0.004) $(0.002) $0.003 ($0.008)
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF CASH FLOW
For Six Month Periods Ending June 30, 2005 and 2004
(Unaudited)
Six Months Ended
Jun 30 Jun 30
2005 2004
Cash flows from Operations: $22,146 ($52,724)
Adjustments to reconcile net loss to net cash
used in operations:
(Inc) Dec in loans receivable (6,296) (2,331)
(Inc) Dec in income caused by write-offs (58,303) 0
Inc (Dec) in accounts payables (43,883) 36
Inc (Dec) in advances to PFEM 0 (60)
Inc (Dec) in income taxes payable (25) 0
Net cash provided (used) in operations (86,361) (55,078)
Cash flow from Financing:
Changes in notes payable 49,067 4,598
Net cash provided (used) financing 49,067 4,598
Investment Income
Amador United Gold Mines (16,902) 1,123
Pacific FarEast Minerals, Inc. 54,061 49,412
Net Cash provided by Investment 37,159 50,535
Net increase (decrease) in cash $(134) $54
Cash, beginning of period 142 106
Cash, end of period $ 8 $160
A. Supplemental disclosures of cash flow information $ 25 $ 25
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF STOCKOLDERS EQUITY
(1990 through 2005 Unaudited)
Issued and Outstanding Paid-in
Shares Amount Capital
December 31, 2002 6,275,496 6,641,029 $724,435
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 924,918 common shares
December 31, 2003
Pre-operating net gain 0 0 0
As of December 31, 2003 6,483,528 $6,796,008 $569,457
No shares were sold from Jan thru Dec 2004
Series A Preferred shares converted
to common shares 209,286 157,198 (157,198)
Paid-in capital representing options
to acquire a cumulative maximum: 0
Series A of 853,970 common shares
December 31, 2004
Pre-operating net gain (loss) 0 0 0
As of December 31, 2004 6,692,814 $6,953,206 $412,259
No shares were sold from Jan thru June 2005
Series A Preferred shares converted
to common shares 104,014 77,489 (77,489)
Paid-in capital representing options
to acquire a cumulative maximum: 0
Series A of 437,914 common shares
June 30, 2005
Pre-operating net gain (loss) 0 0 0
As of June 30, 2005 6,796,828 $7,030,695 $334,770
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2005
1. BASIS OF PRESENTATION
The accompanying unaudited 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 six-month period ended June 30, 2005 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2005. 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,
2004.
The sole activity of the Company during the second quarter of 2005 was to
assist Pacific FarEast Minerals, Inc. in the identification and possible
exploration of properties in the People's Republic of China, which may have an
economic potential for the recovery of minerals, especially gold. The Company
owns 24.18% of the common stock of Pacific FarEast Minerals, Inc., the only
outstanding security of Pacific FarEast Minerals, Inc.
2. FORMER MINING PROPERTIES
During 2004, the Company relinquished its mineral claims in El Dorado County
($2,000) and did not renew the Big Canyon lease ($608,840). As of the date of
this report, the Company holds no mining properties directly. Amador United
Gold Mines, an investee company, holds mineral rights to the former Argonaut
Mine in Jackson, California.
3. STOCK OPTION PLANS
The Company has no active stock option plans as of June 30, 2005. Two
stock option plans for employees, directors and consultants, (1) 1995 Stock
Option Plan and (2) Directors' Stock Option Plan, both expired June 19, 2005.
At the time of granting, the options were valued at the amount of the salary or
other amounts owed, and were recorded in these amounts as paid-in capital, with
offsets to expense, or accounts payable as appropriate. Granted options expire
on the tenth anniversary of the grant date. Under the 1995 plan, 100,000
options expire April 21, 2007. Under the directors Plan, 20,000 options expire
December 12, 2006 and 20,000 options expire August 3, 2007. As of the
expiration date of each Plan, the options still outstanding are summarized as
follows:
A. Option plans:
Plan Expiration Exercise Common Shares
Date Price Under Option
1. Mother Lode Gold Mines Consolidated, unissued shares of common stock:
1995 Plan Jun 19, 2005 $2.00 100,000
Director's Jun 19, 2005 $2.00 40,000
Total 140,000
MOTHER LODE GOLD MINES CONSOLIDATED
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2005
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 June 30, 2005, a total of 79,766 options for preferred shares were
issued and outstanding for salaries and fees to officers and others, at prices
ranging from $1.53 to $10.00/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 645,938
645,938 $442,000
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. These options
expire in June 2006.
Through June 30, 2005 a total of 4,775 options for Series B 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) $489,748
MOTHER LODE GOLD MINES CONSOLIDATED
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2005
c. A changes in options outstanding, as of June 30, 2005 follows:
Compensatory Options, Maximum Shares of common stock:
January 1, 2005
Series B Preferred 25,069
Series A Preferred, 10-year expiration class 541,928
Total 566,997
Net Changes, 2005
Series B Preferred, 10 year expiration class 0
Series A Preferred, 10-year expiration class (104,014)
Balance, June 30, 2005 462,983
4. OFFICE LEASE
The Company does not lease office space, but shares 875 square feet provided by
Pacific FarEast Minerals at 1312 Concannon Boulevard, Livermore, California, a
one story office building in a suburban office park.
(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 subsidiary (the Company) showed a Second Quarter 2005 gain of
$22,146, compared with a loss of $52,724 for the second quarter 2004.Other than
minor payment for the transfer of stock, the Company has no cash. Income from
this source in the second quarter 2005 was $60. 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.
There was no activity of this corporation during the Second Quarter 2005.
As of June 2005, there were 6,796,828 shares of common stock issued and
outstanding.
Cash payments for officers compensation were suspended effective October 1,
1988, and remain in effect through June 30, 2005 and are in effect as of the
date of this report. To date, 350,000 shares have been authorized, of which
117,658 options remain active.
Preparation of Financial Statements. The financial statements of June 30,
2005, and for the six-month period then ended, were prepared by the Company and
have not been audited by independent auditors prior to filing.
Amador United Gold Mines ("AUGM"). There was no activity by this
corporation during the Second Quarter 2005. The Company owns 48.20% of the
common stock (the only outstanding security) of AUGM.
Pacific FarEast Minerals, Inc. (PFEM). During the second quarter of
2005, PFEM, through its 100% owned subsidiary, The Chengde Great Wall Minerals
Company, LTD., continued to perform the necessary work in preparation of its
Application for Prospecting on 325 square kilometers of highly prospective
targets within its area of interest in Weichang, in the Peoples Republic of
China
The Company owns 24.18% of the common stock (the only outstanding security) of
PFEM.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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.
(a) No reports on Form 8-K were filed during the period of this Form 10-QSB.
(b) Exhibit 11, Statement re Computation of Per Share Earnings Page 15
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
Date: June 27, 2006 o/s Frank M. Orrell
Frank M. Orrell
Chairman, CEO
Date: June 27, 2006 o/s Byron S. James
Byron S. James,
Chief Financial Officer
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-QSB of the Company for the quarterly period
ended June 30, 2005 (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.
Date: June 27, 2006 o/s Frank M. Orrell
Frank M. Orrell
Chairman, CEO
Date: June 27, 2006 o/s Byron S. James
Byron S. James,
Chief Financial Officer
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 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: June 27, 2006
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 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: June 27, 2006
o/s Byron S. James
Secretary, CFO
MOTHER LODE GOLD MINES CONSOLIDATED
EARNINGS PER SHARE
(FULLY DILUTED)
CUMULATIVE 3 MO TO 3 MO TO 6 MO TO 6 MO TO 12 MO TO
DATE SHARES SHARES MONTHS 6/30/05 6/30/04 6/30/05 6/30/04 12/31/04
01/01/02 (A) 6,021,756 3
03/31/02 (A) 75,494 6,097,250 3
06/30/02 (A) 74,226 6,171,476 3
09/30/02 (A) 52,009 6,223,485 3
12/31/02 (A) 52,009 6,275,494 3
03/31/03 (A) 52,009 6,327,503 3
06/30/03 (A) 52,009 6,379,512 3
09/30/03 (A) 52,008 6,431,250 3
12/31/03 (A) 52,008 6,483,528 3 19,450,584 19,450,584
03/31/04 (A) 52,008 6,535,536 3 19,606,608 19,606,608 19,606,608
06/30/04 (A) 53,276 6,588,512 3 19,766,436
09/30/04 (A) 51,995 6,640,807 3 19,922,421
12/31/04 (A) 52,007 6,692,814 3 20,078,442
03/31/05 (A) 52,007 6,744,821 3 20,234,463 20,234,463
06/30/05 (A,B) 52,007 6,796,828 0
20,234,463 19,606,608 40,312,905 39,057,192 78,746,049
MONTHS 3 3 6 6 12
WEIGHTED AVERAGE SHARES 6,744,463 6,535,536 6,718,818 6,509,532 6,562,171
NET INCOME/LOSS) (29,610) (16,711) 22,146 (52,724) (707,323)
EARNINGS/LOSS) PER SHARE, FULLY DILUTED $(0.004) $(0.002)
$0.003 $(0.008) $(0.108)
NOTES:
(A) Conversion of Series A preferred shares previously issued
(B) The 383,229 common shares which could have been issued on
conversion of Series A preferred shares are not
included as they would be anti-dilutive.
MOTHER LODE GOLD MINES CONSOLIDATED
EARNINGS PER SHARE
(PRIMARY)
CUMULATIVE 3 MO TO 3 MO TO 6 MO TO 6 MO TO 12 MO TO
DATE SHARES SHARES MONTHS 6/30/05 6/30/04 6/30/05 6/30/04 12/31/04
01/01/02 (A) 6,021,756 3
03/31/02 (A) 75,494 6,097,250 3
06/30/02 (A) 74,226 6,171,476 3
09/30/02 (A) 52,009 6,223,485 3
12/31/02 (A) 52,009 6,275,494 3
03/31/03 (A) 52,009 6,327,503 3
06/30/03 (A) 52,009 6,379,512 3
09/30/03 (A) 52,008 6,431,250 3
12/31/03 (A) 52,008 6,483,528 3 19,450,584 19,450,584
03/31/04 (A) 52,008 6,535,536 3 19,606,608 19,606,608 19,606,608
06/30/04 (A) 53,276 6,588,512 3 19,766,436
09/30/04 (A) 51,995 6,640,807 3 19,922,421
12/31/04 (A) 52,007 6,692,814 3 20,078,442
03/31/05 (A) 52,007 6,744,821 3 20,234,463 20,234,463
06/30/05 (A,B) 52,007 6,796,828 0
20,234,463 19,606,608 40,312,905 39,057,192 78,746,049
MONTHS 3 3 6 6 12
WEIGHTED AVERAGE SHARES 6,744,463 6,535,536 6,718,818 6,509,532 6,562,171
NET INCOME/LOSS) (29,610) (16,711) 22,146 (52,724) (707,323)
EARNINGS/LOSS) PER SHARE, FULLY DILUTED $(0.004) $(0.002)
$0.003 $(0.008) $(0.108)
NOTES:
(A) Conversion of Series A preferred shares previously issued
Sequential Page Number 15