10-Q 1 sep08b.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended: September 30, 2008 _ 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 94550-6004 (Address of principal executive offices) (925) 606-5939 Registrants telephone number 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 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 X 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 ? No X Indicate by a check mark whether the registrant is a large accelerated filer, a nonaccelerated 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 ? No X TRADING SYMBOL: MLGM Class Outstanding Common Stock, without par value, as of September 30, 2008 7,614,770 Total Pages: 15 Exhibit Index on Page: 10 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, 2008. The Company has prepared this information without independent audit or review. MOTHER LODE GOLD MINES CONSOLIDATED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2008 TABLE OF CONTENTS Balance Sheets as of September 30, 2008 and December 31, 2007 3 Statement of Operations for the 3-month and 9-month periods ending September 30, 2008 and 2007. 4 Statement of Cash Flows for the 9-month period ending September 30, 2008 and 2007 5 Statements of Stockholders Equity from December 31, 2005 to September 30, 2008 6 Notes to Consolidated Statements 7 (The balance of this page is intentionally left blank) MOTHER LODE GOLD MINES CONSOLIDATED BALANCE SHEETS September 30, 2008 and December 31, 2007 (Unaudited) ASSETS

See accompanying notes MOTHER LODE GOLD MINES CONSOLIDATED STATEMENTS OF OPERATIONS Three Months and Nine Months for Periods Ending September 30, 2008 and 2007 (Unaudited)

(The balance of this page is intentionally left blank) See accompanying notes MOTHER LODE GOLD MINES CONSOLIDATED STATEMENTS OF CASH FLOW For Nine Month Periods Ending September 30, 2008 and 2007 (Unaudited)

(The balance of this page is intentionally left blank) See accompanying notes

(The balance of this page is intentionally left blank) MOTHER LODE GOLD MINES CONSOLIDATED NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2008 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 10QSB 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, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. 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, 2007 2. MINING PROPERTIES 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 204.03 acres of the Argonaut Mine, one of California's largest past gold producers. 3. STOCK OPTION PLANS A. The Company has no active stock option plans as of September 30, 2008. 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 the date of this report, there are no options that remain outstanding. B. Compensatory options issued for services and/or in satisfaction of Company indebtedness. i). 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. As of September 30, 2008, no options for preferred shares, which could be converted to common shares, are either issued or outstanding. ii).Changes in compensatory options outstanding, as of September 30, 2008 follows: Compensatory Options, Maximum common shares under Option: Balance, January 1, 2008, Series A Preferred, 10-year expiration class 84,304 Net Changes, 2008 Options exercised, Series A Preferred,10-year expiration class (84,304) Balance, September 30, 2008 0 MOTHER LODE GOLD MINES CONSOLIDATED NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2008 4. 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 is intentionally left blank) Part I - Financial Information (continued) Item 2. Management's Plan of Operations Plan of Operations. The sole activity of the Company during the Third Quarter of 2008 was to assist Pacific FarEast Minerals, Inc. in the identification, management, administration and exploration/development of properties in the People's Republic of China, which may have economic potential for the recovery of minerals, especially gold. The Company owns 19.27% of the common stock of Pacific FarEast Minerals, Inc., the only outstanding security of Pacific FarEast Minerals, Inc. Other than minor cash payment for the transfer of stock, the Company has no cash income. Income from this source through the Third Quarter 2008 was $135. The companys minimal expenses to maintain operations of the Company are, when required, paid by private loans from officers and directors of the Company. Summary of Financial Results. Mother Lode Gold Mines Consolidated (the Company) showed a Third Quarter 2008 loss of $59,170, compared with a gain of $6,689 for the Third Quarter 2007. Sources of cash flow to the Company had historically been derived from: (1) mining contracts with other mining companies, (2) securities offerings and (3) drilling programs. Options for Series A Preferred stock, convertible to common stock, were issued in lieu of cash compensation for services rendered to the Company between June 30, 1988 and June 30, 1998. To date, 350,000 shares have been authorized, of which no options remain active. As of September 30, 2008, there were 7,614,770 shares of common stock issued and outstanding. Preparation of Financial Statements. The financial statements of September 30, 2008, and for the nine-month period then ended, were prepared by the Company and have not been reviewed nor audited by independent auditors prior to filing. Investee Companies A. - Amador United Gold Mines (AUGM). There was no activity by this corporation during the Third Quarter 2008. The Company owns 48.20% of the common stock (the only outstanding security) of AUGM. AUGM holds 43,000 shares of Sutter Gold Mining Inc (SGM) and 204.03 acres of mineral rights to the Argonaut Mine, one of California's largest past gold producers. During the first nine months of 2008, AUGM sold 67,500 shares of SGM and paid down the loan from MLGM by $10,545. B. - Pacific FarEast Minerals, Inc. (PFEM). During the Third Quarter of 2008, PFEM, through its 100% owned subsidiary, The Chengde Great Wall Minerals Company, LTD., continued to perform the necessary work requirements on its permitted 151 square kilometers of prospective targets within its area of interest in Weichang, Hebei Province, China During the Third Quarter 2008, through a Private Placement Memorandum, dated February 3, 2008, PFEM raised $101,500 which corresponded to 169,167 common shares of PFEM. The total amounts raised under this PPM are 1,051,673 shares of common stock and $656,201. The offering price was $0.60 per common share. As of September 30, 2008, there were 8,455,525 total issued and outstanding common shares (the only outstanding security) of Pacific FarEast Minerals, Inc. The Company currently owns 19.27% of the common stock of Pacific FarEast Minerals, Inc. Other: 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. Item 3. Disclosure Controls and Procedures (a) The principal executive and financials officers of the Company are of the opinion that all required disclosures have been properly made (b) The have been no changes in the internal controls for financial reporting. PART II - OTHER INFORMATION Item 1. Legal Proceedings: Not Applicable. 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: Item 6. Exhibits Exhibit 11, Statement re Computation of Per Share Earnings Page 14 Note: Exhibits 2,3,4,10,15,18, 19, 22,23,24,31, 32, 99 and 100, as specified under Item 601 of Regulation S-B are not applicable and therefore are not included as Exhibits with this Form 10-QSB. (The balance of this page is intentionally left blank) 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: August 2, 2010 o/s Frank M. Orrell Frank M. Orrell Chairman, CEO Date: August 2, 2010 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 10QSB of the Company for the quarterly period ended September 30, 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. Date: August 2, 2010 o/s Frank M. Orrell Frank M. Orrell Chairman, CEO Date: August 2, 2010 o/s Byron S. James Byron S. James, Chief Financial Officer (The balance of this page is intentionally left blank) I, Frank M. Orrell, certify that: 1. I have reviewed this quarterly report on Form l0QSB of Mother Lode Gold Mines Consolidated; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition 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: August 2, 2010 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: August 2, 2010 o/s Byron S. James Secretary, CFO MOTHER LODE GOLD MINES CONSOLIDATED EARNINGS PER SHARE (FULLY DILUTED)

NOTES:(A) Conversion to common stock of Series A preferred shares previously issued. (B) Includes 213,568 shares of common stock issued for cancellation of debt. (The balance of this page is intentionally left blank) MOTHER LODE GOLD MINES CONSOLIDATED EARNINGS PER SHARE (PRIMARY)

NOTES:(A) Conversion to common stock of Series A preferred shares previously issued. (B) Includes 213,568 shares of common stock issued for cancellation of debt. Sequential Page Number 1

MOTHER LODE GOLD MINES CONSOLIDATED 10-Q