10-K 1 deck08e.txt 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.

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.

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.

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: Names and Address of 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

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.) MOTHER LODE GOLD MINES CONSOLIDATED BALANCE SHEETS For the Years Ending December 31, 2008 and 2007 (Unaudited)

See accompanying notes MOTHER LODE GOLD MINES CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ending December 31, 2008, 2007 and 2006 (Unaudited)

(The balance of this page intentionally left blank) MOTHER LODE GOLD MINES CONSOLIDATED STATEMENTS OF CASH FLOW For the Years Ending December 31, 2008, 2007 and 2006 (Unaudited)

(The balance of this page intentionally left blank) MOTHER LODE GOLD MINES CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY For the Years Ending December 31, 2007, 2006 and 2005 (Unaudited)

(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. 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

(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

MOTHER LODE GOLD MINES CONSOLIDATED Years ended December 31, 2008, 2007 and 2006

(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) MOTHER LODE GOLD MINES CONSOLIDATED EARNINGS PER SHARE (FULLY DILUTED)

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) MOTHER LODE GOLD MINES CONSOLIDATED EARNINGS PER SHARE (PRIMARY)

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

MOTHER LODE GOLD MINES CONSOLIDATED 10-K