UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended: December 31, 2008
_ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ____ to _____.
Commission File Number: 0-16468
MOTHER LODE GOLD MINES CONSOLIDATED
(Exact name of registrant 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
94550-6004
(Address of principal executive offices)
(Zip Code)
Registrants Telephone Number 925-606-5939
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT:
Common Stock, No Par Value
Indicate by check mark if the registrant is a well-known
seasoned issue, as defined
in Rule 405 of the Securities Act ? Yes ? No
Indicate by check mark if the registrant is not required
to file reports pursuant to
Section 13 or Section 15(d) of the Act ? Yes ? No
Indicate by check mark whether the registrant (1) has
filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the
preceding 12 months (or for such shorter period that he
registrant was required to
file such reports), and (2) has been subject to such filing r
equirements for the past
90 days. X Yes ? No
Indicate by check mark whether the registrant has submitted
electronically and posted
on its corporate web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T 232.405 of this
chapter) during the preceding 12 months (or such shorter period that
the registrant
was required to submit and post such files). Yes ? X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K(232.405 of this chapter) is not contained
herein, and will not be
contained, to the best of registrants knowledge, in definitive
proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment
to this Form 100-K. ?
Indicate by check mark whether the registrant is a large accelerated
filer, a non
accelerated filer or a small reporting company.
Large accelerated filer ? Accelerated filer ?
Non-accelerated filer ? Smaller reporting company X
Indicate by check mark whether the registrant is a shell company
(as defined in Rule
12b-2 of the Exchange act Yes ? X No
State the number of shares outstanding of each of the issuers
classes of common
equity, as of the latest practicable date.
TRADING SYMBOL: MLGM
Class Outstanding
Common Stock without par value, 7,614,770
as of December 31, 2008
Total Pages: 25
Exhibit Index on Page: 22
INDEX
Sequential
Item Page
PART I
Item 1. Description of Business 4
Item 2. Description of Property 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 5
Item 6. Managements Discussion and Analysis 5
Item 7. Financial Statements 7
Item 8. Changes In and Disagreements With Accountants an Accounting
and Financial Disclosure 8
Item 8A. Controls and Procedures 8
PART III
Item 9. Directors and Executive Officers of the Registrant
Compliance with Section 16(a) of the Exchange Act 8
Item 10. Executive Compensation 10
Item 11. Security Ownership of Certain Beneficial Owners and Management
And Related Stockholders Matters 11
Item 12. Certain Relationships and Related Transactions 11
Item 13. Exhibits and Reports on Form 8-K 11
Item 14. Principal Accountant Fees and Services 12
SIGNATURES 12
CERTIFICATION OF PERIODIC REPORT 12
FINANCIAL STATEMENTS 15
NOTES TO FINANCIAL STATEMENTS 19
EXHIBIT INDEX 24
EXHIBITS 25
PART I
ITEM 1. DESCRIPTION OF BUSINESS
A. Summary. During 2008 the Companys activity was to
support its investments in
Pacific FarEast Minerals, Inc. and Amador United Gold Mines.
Personnel normally
associated with the Company devoted a significant portion of
their time to Pacific
FarEast Minerals, Inc., an investee corporation in which the
Company holds 19.75% of
the common stock.
B. Investee Companies. The Company holds equity interests
described herein, in two
corporations, Pacific FarEast Minerals, Inc. (PFEM) and Amador
United Gold Mines
(AUGM). Each corporation was formed based on proposed operations
in a geographic
area. Please refer to Item 6 for activities of these two companies
during 2008. PFEM
is a Nevada corporation and AUGM is a California corporation. The
Companys percentage
of holding in each company was in return for stock, monetary
consideration and/or
contributed mining expertise. As of the date of this Form 10-K,
the Company has not
received any operating revenues from these two companies and
does not expect to in
the immediate future.
Pacific FarEast Minerals, Inc. (PFEM) The Company owns
19.75% of the common stock
(the only outstanding security issue) of PFEM.
Amador United Gold Mines ("AUGM") The Company owns
48.2% of the common stock (the
only outstanding security issue) of AUGM.
ITEM 2. DESCRIPTION OF PROPERTY
Mother Lode Gold Mines Consolidated (MLGM)
A. As of the date of this report, the Company has no mining properties. Amador
United Gold Mines, an investee company of MLGM, holds certain mineral rights to
204.03 acres of the former Argonaut Mine in Jackson, California.
B. Leased Office Space: The Company does not lease office space, but shares 875
square feet provided by Pacific FarEast Minerals, Inc. at 1312
Concannon Boulevard,
Livermore, California, a one-story office building in a suburban
office park. PFEM
charges the Company $100 per month as its fair share of the
monthly rent and related
expenses.
ITEM 3. LEGAL PROCEEDINGS. The Company is not aware of any
legal proceedings to
which the Company 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the calendar
year 2008 an annual meeting for 2007 was not held due to the inactivity of the
Company. Hence, no matters were submitted to a vote of security holders.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
A. Common Stock. The no-par common stock of the Company has traded
on the pink sheet
market since 1980 on an intermittent basis. The Company has sought brokers, but
currently interest is limited to one dealer in the pink sheets due to the low
activity of the Company.
<table>
<caption>
High/Low Bid Price Data
<s> <c> <c>
2008 High Low
$0.05 $0.001
2007 High Low
$0.05 $0.001
2006
High Low
$0.05 $0.01
</table>
B. Preferred Stock
In August 1989, the Company established Series A $10.00
Preferred, convertible stock
to be issued in the form of deferred compensation options
to officers and certain
consultants for unpaid monetary obligations of the Company.
From August 1989 through
June 30, 1998, the last date of issue, the Company had granted
331,073 shares of this
preferred convertible stock. As of the date of this Form 10-K, all
of those options
have either been exercised or expired.
In March 1996, the Company established Series B $10.00 Preferred,
convertible stock
to be issued in the form of "deferred payment options" to land lessors
and other
professional services for unpaid monetary obligations of the Company.
From March 1996
through December 31, 2004, the Company granted 4,775 shares of this preferred
convertible stock. The Company did not call any of these options and all of the
Series B options expired in March 2006.
ITEM 6. Managements Discussion and Analysis
Plan of Operations: The Company had no activity during the year 2008, and is
classified under California law as an Inactive Gold mining Company. Personnel
associated with the Company have, from time to time, assisted the two investee
companies with administrative activities.
As of December 31, 2008, outstanding principal and accrued
interest of the loan to
Amador United Gold Mines totaled $209,261, a decrease of $220
since December 31,
2007. AUGM has a common stock interest in Sutter Gold Mining, Inc.,
a Canadian mining
company, and mineral rights to the former Argonaut mine in Jackson, California.
As of December 31, 2008, Pacific FarEast Minerals, Inc offered
to convert the
outstanding principal and accrued interest of the loan to common
stock and Warrants
of Pacific FarEast Minerals, based on a per-share of $0.20. The Company
agreed to the
conversion. The principal amount of $10,559.50 was converted to 52,797
common shares;
a convertible warrant was issued for the accrued, and unpaid interest
of $939.10,
which if exercised, will convert to 4,695 common shares of PFEM.
During the Year 2008 there were no placement sales of common stock
of the Company.
However, 84,304 shares of common stock were issued in 2008 from the
exercise of
Series A options for Deferred Compensation. As of the date of this
report all Series
A options have either been exercised or have expired.
B. Managements Discussion and Analysis of Financial Condition and Results of
Operations: For the twelve months ending December 31, 2008, the
Company had no
activity. Personnel of the Company assisted its investee companies,
Pacific FarEast
Minerals, Inc. and Amador United Gold Mines as was necessary.
Operating loss for the twelve months ending December 31, 2008
was $73,566, compared
with a loss of $176,154 for the twelve months ending December 31, 2007.
The respective Board of Directors of the Company and Pacific
FarEast Minerals, Inc.,
effective April 5, 2004, agreed in principle to a merger of the
two companies. PFEM
acquired the necessary Prospecting Permits on April 1, 2005,
which was an obligation
of Pacific FarEast Minerals, Inc. to effect the merger with Mother
Lode Gold Mines
Consolidated. The actions required to effect the merger have
commenced, but have been
subject to review because of MLGMs compliance problems
related to its SEC filings,
audit and other matters. No actions have taken place as of December 31, 2008.
Managements discussion of Pacific FarEast Minerals, Inc. and Amador United Gold
Mines follows:
Pacific FarEast Minerals, Inc. (PFEM).
As of December 31, 2008, Pacific FarEast Minerals, Inc. had
10,773,500 shares of
common stock outstanding (the only security). MLGM owned
2,127,386 shares, or 19.75%.
During the year 2008 PFEMs 100% owned subsidiary, the
Chengde Great Wall Minerals
Co. Ltd., conducted extensive exploration and development
work over a wide spread
area in the City and County of Weichang, China using induced
polarization techniques.
PFEM holds extensive exploration permits (and submitted permit
applications) covering
some 92 sq km.
As of January 13, 2006, Orville E. Anderson, Director, President
and Chief Operations
Officer of PFEM resigned. Mr. Anderson was formerly a Founder
of PFEM and a member of
the Executive Committee. PFEM and the remaining Founders of the
company believed that
by his resignation, Mr. Anderson violated certain tenants of the
Founders Agreement
dated July 13, 1998. Effective December 11, 2007, a settlement
was reached whereby
Mr. Anderson surrendered his 2,040,000 shares of Founder's stock
and received in
return 625,000 shares of common stock of PFEM.
Amador United Gold Mines (AUGM). There was no activity by this
corporation during the
Year 2008. As of December 31, 2008 AUGM owned two assets:(1)
110,500 common shares of
Sutter Gold Mining, Inc., a Canadian corporation;(2) mineral rights
on 204.03 acres
of the Argonaut Mine located in Amador County, California. During
2007, AUGM sold
155,500 shares of Sutter Gold Mining stock for a net income of
$34,020 and during
2008, 67,500 shares for a net income of $10,545. These
amounts were used to pay down
the loan from Mother Lode Gold Mines Consolidated. As of
December 31, 2008, the loan
from MLGM was $209,261 (principal and accrued interest).
AUGM has 7,169,925 shares of common stock issued
and outstanding (the only security).
MLGM owns 3,456,159 common shares or 48.20%.
C. Managements Discussion of Actions by the Securities and
Exchange Commission. On
September 8, 2005, the Company received a letter from the
Securities and Exchange
Commission that cited several areas of concern and needed
clarification in the
December 31, 2004 Form 10KSB filing. One issue was the
absence of audited financial
statements for the year ending December 31, 2004. A letter of
response was submitted
to the SEC on October 16, 2005 and electronically filed on
March 2, 2006. A revised
Form 10KSB/A was electronically filed on October 3, 2006.
On February 21, 2006, the Company received a letter from the
Securities and Exchange
Commission that again cited the need for audited financial
statements for the period
ending December 31, 2004. The Companys response letter
dated October 27, 2006 was
electronically filed on October 27, 2006. That letter stated "The
Company appreciates
the necessity of completing the necessary audit requirements
by an independent
accountant and is working diligently toward that objective" and also is in the
process of preparing a current shareholders list accordingly.
As of the date of this report, the audit has not been initiated; however
the Company
has offered to provide an Audit Review by a Certified Public
Accountant, prior to
completing the necessary legal preparations for a possible
merger with Pacific
FarEast Minerals, Inc., an Investee Company.
ITEM 7. Financial Statements
A. List of Financial Statements and Exhibits
1. List of Financial Statements (Unaudited)
(a) Balance Sheets as of December 31, 2008 and 2007.
(b) Statements of Operations for the Years Ended December 31, 2008, 2007
and 2006.
(c) Statements of Cash Flow for the Years Ended December 31, 2008, 2007
and 2006.
(d) Statements Shareholders Equity for the Years Ended December 31, 2008,
2007 and 2006.
2. List of Financial Statement Schedules:
(a) Schedule IV, Indebtedness of, and to, Related Parties.
(b) Schedule V, Properly, Plant and Equipment.
(c) Schedule VI, Accumulated Depreciation and Amortization of Property,
Plant and Equipment.
Schedules other than those listed above are omitted because
they are not required or
are not applicable, or the required information is shown in the
financial statements
or notes thereto.
(The balance of this page intentionally left blank)
SELECTED FINANCIAL DATA. The following table is derived
form the Financial Statements
of the Company incorporated by reference in this report.
The Financial Statements
have been prepared in accordance with generally accepted
accounting principles,
except as described in notes to the Companys Financial Statements
for the year ended
December 31, 2007. This information should be read in conjunction
with such Financial
Statements and the Notes thereto.
<table>
<caption>
<s> <c> <c> <c> <c> <c>
Year ended December 31, 2008 2007 2006 2005 2004
(Dollars in thousands, except Total Revenues and Per Share figures)
A. Income
Total Revenues $160 $13 $13 $71 $16
B. Income Gain(Loss) From Continuing Operations
1. Dollars $(74) $(176) $(146) $(27) $(707)
2. Per Share,
A. Primary $(.010) $(.024) $(.020) $(.004) $(.108)
B. Fully Diluted $(.010) $(.024) $(.020) $(.004) $(.108)
C. Total Assets $54 $126 $309 $453 $530
D. Long Term Debt $0 $0 $8 $8 $83
E. Cash Dividends
Declared/Paid None None None None None
</table>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable
ITEM 8A. CONTROLS AND PROCEDURES The Company did adopt on February 11, 2004, a
Charter of the Audit Committee of the Board of Directors.
Item 307, Regulation S-B: The Companys disclosure controls
and procedures meet the
need of the Company. The Company is inactive and hence receives
no operating
income. The only cash receipts in 2008 were $160.00 for stock transfers (the
Company acts as its own transfer agent). Operating expenditures
are limited to
bank fees, State of California minimum income tax and an
annual fee for director
registration with the California Secretary of State
Item 308, Regulation S-B: Items (1) thru (3) are complied with
under the Companys
Charter of the Audit Committee. Item (4) has not been done, as
the audit for the
Company has not been completed at this time. As disclosed
elsewhere, the Company
does not know when the audit will be completed, however at that
time the Company
will comply with this requirement.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information as of December 31, 2008
with respect to
each officer and director of the Registrant. Except as stated in the
footnotes to the
table, each person named below has sole voting and investment power
with respect to
the shares beneficially owned by him.
Mr. Anderson resigned his position as a Director, President and Chief Operating
Officer on January 13, 2006. Concurrently on that date, he also resigned all
positions held with Pacific FarEast Minerals, Inc. and Amador United Gold Mines
There is no family relationship among any of the officers and
directors. There is
only one class of directors; the term of all officers and directors
expires annually.
<table>
<caption>
<s> <c>
Common Stock
Beneficially
<c> Owned as
<c> <c> <c> Position of December 31, 2006
Name Age Positions(2) Held Since Shares Percent(1)
Peter S. Adams 57 Director (ABC) 1984 369,302(3) 4.85%
Byron S. James 76 Director,
Secretary
Chief Financial
Officer (C) 1976(4) 871,967(5) 11.45%
Kevin J. Keen 58 Director (B) 2004 177,596(6) 2.33%
Frank M. Orrell 75 Director,
Chairman,
Chief Executive
Officer (AC) 1974 1,823,471(7) 23.95%
Paul Yuan 53 Director 2006 0 0%
All officers and directors as a group: 3,242,336 42.58%
Board Committees: (A) Executive and Compensation (B) Audit (C) Merger
</table>
Footnotes to Table of Directors and Officers
1. Percentages are based on 7,614,770 total outstanding common
shares as of December
31, 2008.
2. For directors, the term of office is until the next annual meeting of
shareholders, for which no date has been determined.
For officers, the term of office
is until the next annual meeting of the Board of Directors,
tentatively planned to be
held immediately following the annual meeting of shareholders,
unless the Board of
Directors removes an officer during his or her term.
3. Includes 353,683 owned as a beneficiary under one of the four
trusts created by
Frank S. Adams, a deceased founder of the Company, for his three
surviving children:
Peter S. Adams, Analisa Adams, and Nora Adams Todenhagen, respectively. The co-
trustees of each of such trusts are Nora A. Todenhagen and Peter S. Adams, a
director.
4. Mr. James became a director in 1988.
5. Includes 865,233 shares held by the Byron S. James Trust,
of which Mr. James is
the sole trustee.
6. Includes 177,596 Shares owned by Boydstun & Klingner, CPA,
of which Mr. Keen is a
partner.
7. All of the 1,823,471 shares are owned by the Orrell Family
Trust, of which Frank
M. Orrell and his wife are trustees for the benefit of their children.
Effective
September 30, 2005 all Series A options held by the Orrell Family
Trust have been
donated to the SunShu Deserving Student Fellowship. When the
options are exercised,
the common stock is issued in the name of the SunShu Deserving
Student Fellowship.
Note: Each person named above holds the same position(s)
with the Companys investee
companies, Amador United Gold Mines and Pacific FarEast Minerals, Inc.
Narrative Information Concerning the Directors and Officers of the Company
Peter S. Adams has been an Account Manager with Sun Microsystems
since July 1999. Mr.
Adams is the son of Frank P. Adams (deceased), a founder of Mother
Lode Gold Mines
Consolidated.
Byron S. James has, since November 1999, been an independent
consultant, with an
emphasis on financial and economic project evaluation for real
estate and capital
projects.
Kevin J. Keen, CPA, has been affiliated with Boydstun & Klingner, CPA,
since 1986 and
a partner since 1990.
Frank M. Orrell, Founder, has been associated with the Company
since 1974. Mr. Orrell
currently serves as Chairman and Chief Executive Officer. Mr. Orrell
also serves as
Chairman and Legal Person for Chengde Great Walls Minerals Co.,
Ltd. For sixteen
years (1989 - 2005), Mr. Orrell was also a Director and Chairman of the Audit
Committee of the Golden Cycle Gold Company of Colorado Springs,
Colorado. That
company is a joint partner of the Anglogold Company in the largest gold mining
operation in the State of Colorado, and one of the largest such operations
world
wide. Prior to this time, Mr. Orrell served as Manager and Registered
Representative
for various securities firms over a forty year career.
Paul Yuan, is a native of the Peoples Republic of China, and
since January 1989, a
resident of the United States. Since November 2003, he has
been a mining consultant
to Pacific FarEast Minerals, Inc. He serves as the primary liaison
of Pacific FarEast
Minerals, Inc. with the Chengde Great Wall Minerals company; from April 2003 to
November 2003, Regional Manager, China for Golden Cycle Gold
Corporation; from
January 2002 to August 2002, he was affiliated with Applied Materials
and Pro Source,
Inc.; from July 1999 to July 2001, an engineer with Axon Photonics.
All Forms 3, 4, and/or 5 required to be filed by all Directors and officers
have been
filed in a timely manner.
ITEM 10. EXECUTIVE COMPENSATION
A. 2007 Compensation
The Board establishes the levels of compensation for the active
executives. No cash
payments for executive salary have been made since October 1988 and
no options for
deferred for deferred compensation options for the Class A Preferred,
convertible
stock of the Company have been granted since June 1998.
B. Stock Options
The Company had no active stock option plans as of December 31,
2008. Two stock
option plans (a) 1995 Plan and (b) Directors' Plan, both expired
on June 19, 2005.
1995 Plan: The purpose of this Plan was to attract, retain and
motivate employees
and/or consultants by providing for, or increasing, their proprietary
interests in
the Company. None of the options granted under this Plan were
exercised and there are
no outstanding options as of December 31, 2008.
Directors' Plan: This Plan expired on June 19, 2005. None of the
options granted
under this Plan were exercised and there are no outstanding
options as of December
31, 2008.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
A. Security Ownership of Certain beneficial Owners
As of December 31, 2008 the only persons known by the Company
to be officers and/or
the beneficial owners of more than 5% Mother Lodes common stock were:
<table>
<s> <c>
Names and Address of <c> <c>
Beneficial Owner Amount and Nature Percent
of Common Stock of Beneficial Ownership of Class1
Byron S. James 871,9672 11.45%
1312 Concannon Boulevard
Livermore, CA 94550
Frank M. Orrell 1,823,4713 23.95%
1312 Concannon Boulevard
Livermore, CA 94550
</table>
1. Percentages are based on 7,614,770 total outstanding common
shares as of December
31, 2008.
2. Includes 865,233 shares held by the Byron S. James Trust, of which
Mr. James is
the sole trustee.
3. All of the 1,823,471 shares are owned by the Orrell Family Trust,
of which Frank
M. Orrell and his wife are trustees for the benefit of their children.
All Series A
options held by he Orrell Family Trust have been donated to the
SunShu Deserving
Student Fellowship. When the options are exercised, the common
stock is issued in the
name of the SunShu Deserving student Fellowship.
B. Security Ownership of Management: The disclosure with
respect to this requirement
is forth in response to Item 10.
C. Changes in Control: The Company is aware of no arrangements,
which may at some
later date result in the change of control of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION: Not Applicable
ITEM 13. EXHIBIT AND REPORTS ON FORM 8-K
A. Exhibits: The Exhibits Index and Exhibits required by Item 601
of Regulation S-B
begin on Sequential Page 22.
B. Reports on Form 8-K: During the year 2008, the Company did not file any 8-K
reports.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Company does not retain outside
accounting nor audit services.
(1) Aggregate Audit Fees $0
(2) Audit-related Fees $0
(3) Tax Fees $0
(4) All Other Fees $0
(5) Audit Committees Pre-approval Policies and Procedures Not Applicable
(6) Not applicable
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: August 2, 2010 Date: August 2, 2010
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 Annual Report on Form 10-KSB of the Company for t
he annual period ended
December 31, 2008(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: August 2, 2010 Date: August 2, 2010
(The balance of this page intentionally lefty blank)
I, Frank M. Orrell, certify that:
1. I have reviewed this annual report on Form l0-K of
Mother Lode Gold Mines
Consolidated;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects
the financial condition, annual report;
4. The registrants 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 annual report is being prepared;
b) evaluated the effectiveness of the registrants disclosure
controls and
procedures as of a date within 90 days prior to the filing date of
this annual report
(the "Evaluation Date); and
c) presented in this annual report our conclusions about the
effectiveness of
the disclosure controls and procedures based on our evaluation
as of the Evaluation
Date;
5. The registrants other certifying officers and I have disclosed,
based on our
most recent evaluation, to the registrants auditors and the audit
committee of
registrants 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 registrants ability to record, process,
summarize
and report financial data and have identified for the registrants
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 registrants internal
controls; and
6. The registrants other certifying officers and I have indicated
in this
annual 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: August 2, 2010
o/s Frank M. Orrell
Chairman, CEO
I, Byron S. James, certify that:
1. I have reviewed this annual report on Form l0-K of Mother
Lode Gold Mines
Consolidated;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements and other financial
information included in this annual report, fairly present in all
material respects
the financial condition, annual report;
4. The registrants 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 annual report is being prepared;
b) evaluated the effectiveness of the registrants disclosure
controls and
procedures as of a date within 90 days prior to the filing date of this
annual report
(the "Evaluation Date); and
c) presented in this annual report our conclusions
about the effectiveness of
the disclosure controls and procedures based on our evaluation
as of the Evaluation
Date;
5. The registrants other certifying officers and I have disclosed,
based on our
most recent evaluation, to the registrants auditors and the audit co
mmittee of
registrants 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 registrants ability to record, process,
summarize
and report financial data and have identified for the registrants 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 registrants internal
controls; and
6. The registrants other certifying officers and I have
indicated in this
annual 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: August 2, 2010
_o/s Byron S. James
Secretary, CFO
(The balance of this page intentionally left blank.)
<table>
MOTHER LODE GOLD MINES CONSOLIDATED
BALANCE SHEETS
For the Years Ending December 31, 2008 and 2007 (Unaudited)
<caption>
ASSETS
<s>
December 31 December 31
2008 2007
(Unaudited) (Unaudited)
Current Assets
Cash $ 257 $1,158
Total Current Assets 257 1,158
Other Assets
Loan receivable, Amador United Gold Mines 209,261 209,041
Investment, Amador United Gold Mines (95,055) (65,189)
Loan receivable, Pacific FarEast Minerals 0 24,494
Investment, Pacific FarEast Minerals (72,056) (43,232)
Common stock ownership, Pacific FarEast Minerals, Inc 10,560 0
Warrants owned, Pacific FarEast Minerals, Inc. 939 0
Prepaid State Taxes 25 25
Total other assets 53,674 125,139
TOTAL ASSETS $ 53,931 $126,297
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Accounts payable $3,600 $2,700
Total Current Liabilities 3,600 2,700
Total Non-current Liabilities 0 0
Stockholders equity
Common stock, without par value,
Authorized, 15,000,000 shares:
Issued and outstanding, December 31
2008:7,614,770
2007:7,530,466 7,434,235 7,410,741
Paid-in capital representing rights to acquire
a maximum of 0 shares (Note 4) 0 23,495
Deficit accumulated (7,383,904) (7,310,339)
Net stockholders equity 50,331 123,597
$ 53,931 . $126,297
</table>
See accompanying notes
<table>
MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF OPERATIONS
For the Years Ending December 31, 2008, 2007 and 2006 (Unaudited)
<caption>
<s> <c> <c> <c>
Year Ended Year Ended Year Ended
Dec. 31 Dec. 31 Dec. 31
2008 2007 2006
Revenues:
Interest income 13,381 12,649 12,630
Miscellaneous income 160 410 170
13,541 13,059 12,800
Expenses
Legal and accounting 150 145 125
Interest expense 0 270 538
Other administrative expense 1,527 1,481 1,418
Loan Write-off 26,715
California Franchise tax 25 0 0
28,418 1,896 2,081
Net operating Gain/(loss) $(14,877) $11,163 $10,719
Other
Investee Loss, Amador United Gold Mines (29,866) (44,060) (6,683)
Investee Gain, Pacific FarEast Minerals (28,824) (143,257) (149,663)
(58,690) (187,317) (156,346)
Net Loss $(73,566) $(176,154) $(145,627)
Primary gain/loss per share $(0.010) $(0.024) $(0.020)
Fully diluted gain/loss per share $(0.010) $(0.024) $(0.020)
</table>
(The balance of this page intentionally left blank)
<table>
MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF CASH FLOW
For the Years Ending December 31, 2008, 2007 and 2006 (Unaudited)
<caption>
<s> <c> <c> <c>
Year Ended Year Ended Year Ended
Dec. 31 Dec. 31 Dec. 31
2008 2007 2006
Cash flows from Operations and Other: $(73,566) $(176,154) $(145,627)
Adjustments to reconcile net loss to
net cash used in operations:
(Inc)Dec in loans receivables (2,466) (3,013) (12,773)
Inc(Dec) in accounts payables 1,200 (1,200) (1,200)
Write-off overstatement of loan from PFEM 26,715 0 0
(Inc)Dec PFEM Stock owned (10,560) 0 0
(Inc)Dec PFEM Warrants owned (939) 0 0
Increase(Decrease) in income taxes payable (25) 25 (25)
Gross cash used in operations (59,616) (177,992) (157,125)
Cash flow from Financing:
Net cash provided in financing: 0 (8,210) 638
Net cash provided by financing activities 0 (8,210) 638
Cash Flows from Other
Equity in Amador United Gold Mines 29,866 44,060 6,683
Equity in Pacific FarEast Minerals 28,824 143,257 149,663
Net cash provided by Other 58,690 187,317 156,346
Net increase (decrease) in cash (926) (1,115) (141)
Cash, beginning of period 1,158 43 183
Cash, end of period $ 232 $1,158 $ 43
Supplemental disclosure of cash flow information:
Cash paid for state income tax: $25 $25 $25
</table>
(The balance of this page intentionally left blank)
<table>
MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY
For the Years Ending December 31, 2007, 2006 and 2005 (Unaudited)
<caption>
<s> <c> <c> <c> <c> <c>
Common Stock Total
Issued and Outstanding Paid-in Accumulated Shareholders
Shares Amount Capital<F1> Deficit Equity
December 31, 2005 7,114,410 $7,176,955 $257,280 $(6,988,557) $445,679
Issuance of common stock upon exercise
of Series A stock options 208,028 154,978 (154,978) 0
Net gain/(loss) 0 0 0 (145,627) (145,627)
Balance at December 31, 2006 7,322,438 $7,331,933 $102,302 $(7,134,184) $300,051
Issuance of common stock upon exercise
of Series A stock options 208,028 78,807 (78,807) 0
Net gain/(loss) 0 0 0 (176,154) (176,154)
Balance at December 31, 2007 7,530,466 $7,410,740 $23,495 $(7,310,338) $123,897
Issuance of common stock upon exercise
of Series A stock options 84,304 23,495 (23,495) 0
Net gain/(loss) 0 0 0 (73,566) (73,566)
Balance at December 31, 2008 7,614,770 $7,434,235 $ 0 $(7,383,904) $ 50,331
<FN>
<F1>
(1) Paid-in capital represents Series A options to acquire a cumulative maximum of common shares:
December 31, 2006 125,872 shares
December 31, 2007 84,304 shares
December 31, 2008 0 shares
</FN>
</table>
(The balance of this page intentionally left blank)
MOTHER LODE GOLD MINES CONSOLIDATED/
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
1. HISTORY OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Mother Lode Gold Mines Consolidated (the"Company) was
incorporated February 8, 1974, under the
laws of the State of California. The Company currently has no activities
of its own and is
classified under California tax laws as an "inactive gold mining company".
A. The accompanying statements for the years 2008, 2007 and 2006
have not been audited and
were prepared by the Company.
B. The accounting records of the Company are maintained on the accrual basis.
C. No federal income taxes have been paid or are payable by the
Company. Operating loss carry
forwards are not reflected in the recorded assets of the Company because
future revenues, which
would generate taxable income, are not assured. Net operating losses as of
December 31, 2008,
based on the past 15 years, are approximately $4.8 million.
D. For purposes of the statement of cash flows, the Company considers
all highly liquid debt
instruments purchased with a maturity of three months or less to be
cash equivalents.
E. Primary earnings (loss) per share amounts are computed based on the
weighted average
number of share actually outstanding plus the shares that would be outstanding
assuming exercise
of dilutive stock options (Note 4), which are considered to be common stock
equivalents. The
number of shares that would be issued from the exercise of stock options
was reduced by the
number of shares that could have been purchased from the proceeds at
the average price of the
Companys stock in private transactions in which the Company knew the price.
The weighted number
of primary shares used in the computations was: 7,192,421, 7,338,025 and
7,583,156 respectively
at December 31, 2006, 2007 and 2008.
DESCRIPTION OF INVESTEE COMPANIES
A. Amador United Gold Mines. The Company incorporated Amador
United Gold Mines
("Amador") in California on March 1, 1984. The Company owns 48.20%
of the outstanding
shares of the common stock of Amador as of December 31, 2008. There
was no activity
by Amador in 2008, and as of the date of this Form 1OKSB, Amador is inactive.
Amador owns (1) 43,000 common shares of Sutter Gold Mining, Inc., a Canadian
corporation, and (2) the mineral rights on 204.03 acres of the Argonaut Mine in
Amador County, California.
B. Pacific FarEast Minerals, Inc. The company incorporated Pacific FarEast
Minerals, Inc. (PFEM) as a Nevada Corporation on July 26, 1996. The Company
owns
19.27% of the outstanding shares of the common stock of PFEM as of
December 31, 2008.
The activity of PFEM is further described in Item 6, Managements
Discussion and
Analysis of this report.
3. MINING PROPERTIES
The Company has no mining properties. Its investee company, Amador
United Gold Mines
holds the mineral rights to 204.03 acres of the former Argonaut mine in Amador
County, California.
4. STOCK OPTION PLANS
As of December 31, 2008 the Company had no active stock
option plans, and none
have been authorized since that date. 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. As of December 31, 2008, there are no
outstanding options
under either plan.
A. Compensatory options issued for services and/or in satisfaction
of indebtedness of
Mother Lode Gold Mines Consolidated:
(1) Options on Series A Preferred stock, $10.00 per share
liquidation price, $.0001
exercise price, each convertible after six months 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 5.4901
until final
expiration at the end of an additional five years.
During 2008, 15,356 Series A options were exercised for a total
of 84,304 common
shares of MLGM. As of December 31, 2008, all of the remaining
Series A options were
exercised.
<table>
<captions>
<s> <c> <c> <c>
Preferred
Shares Amount of
Exercise Under Expense or
Price/Share Option Debt Relief
Maximum, 10 year class $0.0001 15,356
15,356 $23,495
</table>
(2). Options on Series B Preferred stock totaling 25,069 shares were
issued in June
1996 to property owners for payment of delinquent lease fees. No
Series B options
were exercised and all options expired in June 2006.
B A summary of the changes in outstanding Common Shares of
Mother Lode Gold Mines
Consolidated (MLGM) under option follows:
Series A, 10 Year Expiration Class, Maximum Shares of Common Stock
Balance January 1, 2008
Series A Preferred, 10 Year Expiration Class 84,304
Series A Preferred, 10 Year Expiration Class exercised (84,304)
Balance, December 31, 2008 0
5. OTHER
As of December 31, 2008, the Company agreed to a conversion of its
loan made to its
investee company, Pacific FarEast Minerals, Inc. The principal of the loan,
$10,559.50 was converted to 52,795 shares of common stock valued
at $0.20 per share
for a total value of $10,339.50. The accrued, but unpaid interest of
$939.10 was
converted to 4,695 warrants, valued at $0.20 per share, to purchase
a like number of
common shares. The warrants expire on the fifth anniversary date of
the December 31,
2008 date of issue.
6 OFFICE LEASE
The Company does not lease office space, but shares 875 square
feet provided by
Pacific FarEast Minerals, Inc. at 1312 Concannon Boulevard, Livermore,
California, a
one-story office building in a suburban office park. PFEM charges the
Company $100
per month as its fair share of the monthly rent and related expenses.
(The balance of this page intentionally left blank.)
MOTHER LODE GOLD MINES CONSOLIDATED
Years ended December 31, 2008, 2007 and 2006
SCHEDULE IV - INDEBTEDNESS OF AND TO RELATED PARTIES
<table>
<caption>
<s> <c> <c> <c> <c> <c> <c>
Indebtedness of: Indebtedness to:
Balance at Balance Balance at Balance
Name of Person/Entity Beginning Additions Deductions at End Beginning Additions Deductions at End
YEAR 2008
Unsolicited Investee Companies
Amador United Gold Mines $209,041 $13,341 $(13,121) $209,261 $0 $0 $0 $0
Pacific FarEast Minerals,. 23,602 23,602. $ 0 0 0 0 0
Balances, Dec 31,2008 $232,643 $13,341 $10,481 $209,261 $0 $0 $0 $0
YEAR 2007
Unsolicited Investee Companies
Amador United Gold Mines $230,523 $12,763 $(34,245) $209,041
Pacific FarEast Minerals, Inc. 0 23 602 23,602. $8,210 $474 $(8,684) $0
Balances, Dec 31,2007 $230,523 $36,365 $(34,245) $232,643 $8,210 $474 $(8,684) $0
YEAR 2006
Unsolicited Investee Companies
Amador United Gold Mines $217,800 $12,773 $230,523
Pacific FarEast Minerals, Inc. $7,572 $638 $0 $8,210
Balances, Dec 31,2006 $217,800 $12,773 $230,523 $7,572 $638 0 $8,210
</table>
MOTHER LODE GOLD MINES CONSOLIDATED
Years ended December 31, 2008, 2007 and 2006
<table>
<caption>
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
<s> <c> <c> <c> <c> <c>
Balance at Additions Balance at
Start of Year at Cost Retirements Other End of Year
Classification
December 31, 2008
Land (Mining Properties) $0 $0
Total $0 $0
December 31, 2007
Land (Mining Properties) $0 $0
Total $0 $0
December 31, 2006
Land (Mining Properties) $0 $0
Total $0 $0
</table>
<table>
<caption>
SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
<s> <c> <c> <c> <c> <c>
Balance at Additions Balance at
Start of Year at Cost Retirements Other End of Year
Classification
December 31, 2008
Equipment $50,480 $50,480
Classification
December 31, 2007
Equipment $50,480 $50,480
December 31, 2006
Equipment $50,480 $50,480
</table>
(The balance of this page intentionally left blank)
EXHIBIT INDEX
NUMBER EXHIBIT Sequential Page
11 Statements re Computation of Per-share Earnings 24
Note: Exhibits 2, 3, 4, 9, 10, 13, 14, 17, 18, 21, 22, 23, 24, 31 32, 99
and 100 specified
under Item 601 of Regulation S-B are not applicable and therefore
are not included as
Exhibits with this Form 10-KSB
(The balance of this page intentionally left blank)
EXHIBIT 11
(Statements re Computation of Per-share Earnings)
To
Form 10-K
For the Year Ending
December 31, 2008
Of
MOTHER LODE GOLD MINES CONSOLIDATED
(The balance of this page intentionally left blank)
<table>
MOTHER LODE GOLD MINES CONSOLIDATED
EARNINGS PER SHARE
(FULLY DILUTED)
<caption>
CUMULATIVE 12MO TO 12 MO TO 12 MO TO
DATE SHARES SHARES MONTHS 12/31/08 12/31/07 12/31/06
For the period 2/8/74 thru 12/31/05 (ABC)
<s> <c> <c> <c> <c> <c>
01/01/06 (A) 52,007 7,114,410 3 21,343,230
03/31/06 (AB) 265,575 7,166,417 3 21,449,251
06/30/06 (A) 52,007 7,218,424 3 21,665,272
09/30/06 (A) 52,007 7,270,431 3 21,811,293
12/31/06 (A) 52,007 7,322,438 3 21,967,314
03/31/07 (A) 10,391 7,332,829 3 21,998,847
06/30/07 (A) 10,391 7,343,220 3 22,029,660
09/30/07 (A) 10,391 7,353,611 3 22,060,833
12/31/07 (AB)176,855 7,530,466 3 22,591,398
03/31/08 (A) 42,152 7,572,618 3 22,717,854
06/30/08 (A) 42,152 7,614,770 3 22,844,310
09/30/08 (A) 0 7,614,770 3 22,844,310
12/31/08 (A) 0 7,614,770 0
90,997,872 88,056,654 86,309,046
MONTHS 12 12 12
WEIGHTED AVERAGE SHARES 7,583,156 7,338,055 7,192,421
NET INCOME/LOSS) $(73,566) $(176,154) $(145,637)
EARNINGS/LOSS) PER SHARE, FULLY DILUTED $(0.010) $(0.024) $(0.020)
</table>
NOTES (A) Conversion of Series A preferred shares previously issued.
(B) Includes 213,568 shares issued for cancellation of debt.
(C) Series A shares that could have been converted are not included as they
would be anti-dilutive.
(The balance of this page is intentionally left blank)
<table>
MOTHER LODE GOLD MINES CONSOLIDATED
EARNINGS PER SHARE
(PRIMARY)
<caption>
CUMULATIVE 12MO TO 12 MO TO 12 MO TO
DATE SHARES SHARES MONTHS 12/31/08 12/31/07 12/31/06
For the period 2/8/74 thru 12/31/05 (ABC)
<s> <c> <c> <c> <c> <c>
01/01/06 (A) 52,007 7,114,410 3 21,343,230
03/31/06 (AB) 265,575 7,166,417 3 21,449,251
06/30/06 (A) 52,007 7,218,424 3 21,665,272
09/30/06 (A) 52,007 7,270,431 3 21,811,293
12/31/06 (A) 52,007 7,322,438 3 21,967,314
03/31/07 (A) 10,391 7,332,829 3 21,998,847
06/30/07 (A) 10,391 7,343,220 3 22,029,660
09/30/07 (A) 10,391 7,353,611 3 22,060,833
12/31/07 (AB)176,855 7,530,466 3 22,591,398
03/31/08 (A) 42,152 7,572,618 3 22,717,854
06/30/08 (A) 42,152 7,614,770 3 22,844,310
09/30/08 (A) 0 7,614,770 3 22,844,310
12/31/08 (A) 0 7,614,770 0
90,997,872 88,056,654 86,309,046
MONTHS 12 12 12
WEIGHTED AVERAGE SHARES 7,583,156 7,338,055 7,192,421
NET INCOME/LOSS) $(73,566) $(176,154) $(145,637)
EARNINGS/LOSS) PER SHARE, FULLY DILUTED $(0.010) $(0.024) $(0.020)
</table>
NOTES (A) Conversion of Series A preferred shares previously issued.
(B) Includes 213,568 shares issued for cancellation of debt.
(C) Series A shares that could have been converted are not included as they
would be anti-dilutive.
Sequential Page Number 1
Sequential Page 22
Sequential Page 26