Mother Lode Gold Mines Consolidated – ‘10QSB’ for 3/31/08

On:  Friday, 8/8/08, at 7:10pm ET   ·   As of:  8/11/08   ·   For:  3/31/08   ·   Accession #:  802595-8-2   ·   File #:  0-16468

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Quarterly Report — Small Business   —   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                    13±    56K 

Document Table of Contents

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C. 20549                                                          

FORM 10-QSB                                                                     
(Mark One)                                                                      
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  
1934                                                                            
For The Quarterly Period Ended: March 31, 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                                                                  
Issuers telephone number                                                        

Check whether the issuer (1) filed all reports required to be filed by Section  
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter  
period that he registrant was required to file such reports), and (2) has been  
subject to such filing requirements for the past 90 days. Yes X No __           

Indicate by check mark whether the registrant is a shell company (as defined in 
Rule 12b-2 of the Exchange Act). Yes     No X                                   

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY                               
PROCEEDINGS DURING THE PRECEEDING FIVE YEARS                                    

Check whether the registrant filed all documents and records required to be     
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of  
the securities under a plan confirmed by a court. Yes ?  No ?                   

APPLICABLE ONLY TO CORPORATE ISSUERS                                            

State the number of shares outstanding of each of the issuer's classes of       
common equity, as of the latest practicable date.                               

TRADING SYMBOL: MLGM                                                            

Class   Outstanding                                             
Common Stock, without par value,                                                
as of March 31, 2008    7,572,618                                               

Transitional Small Business Disclosure Format (Check One): Yes ?  No X          

Total Pages:   16                                           
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 March 31,   
2008. The Company has prepared this information without independent audit or    
review.                                                                         

MOTHER LODE GOLD MINES CONSOLIDATED                                             
CONSOLIDATED FINANCIAL STATEMENTS                                               
MARCH 31, 2008                                                                  

TABLE OF CONTENTS                                                               

Balance Sheets as of March 31, 2008 and December 31, 2007                       

Statement of Operations for the 3-month periods ending                          
March 31, 2008 and 2007 4                                                       

Statement of Cash Flows for the 3-month periods ending                          
March 31, 2008 and 2007 5                                                       

Statements of Stockholders Equity from December 31, 2004                        
to March 31, 2008       6                                                       

Notes to Consolidated Statements        7                                       

(The balance of this page is intentionally left blank)                          

                                                                [Download Table]
MOTHER LODE GOLD MINES CONSOLIDATED                                             
BALANCE SHEETS                                                                  
March 31, 2008 and December 31, 2007 (Unaudited)                                


ASSETS                                                                          
                                                                                
        March   December 31                                                     
        2008    20076                                                           
        (Unaudited)     (Unaudited)                                             
Current Assets                                                                  
        Checking        $  519  $  1,158                                        
Total Current Assets      519    1,158                                          

Other Assets                                                                    
        Loan Receivable, Amador United Gold Mines       199,949 209,041         
        Investment, Amador United Gold Mines    (84,176)        (65,189)        
        Loan Receivable, Pacific FarEast Minerals, Inc. 36,091   24,494         
        Investment, Pacific FarEast Minerals, Inc.       (78,254)       (43,232)
        Pre-paid State Taxes         25      25                                 
Total other assets      73,635  125,139                                         

        Total Assets    $74,154 $126,297                                        

LIABILITIES AND SHAREHOLDERS EQUITY                                             

Current Liabilities                                                             
        Accounts payable        $2,700  $2,400                                  

        Total current liabilities       2,700   2,400                           

Shareholders equity                                                             
        Common stock, without par value,                                        
        Authorized, 15,000,000 shares:                                          
        Issued and outstanding, March 31                                        
        2008: 7,572,618                                                         
        2007: 7,332,829 7,422,488       7,410,741                               
Paid-in capital representing rights to                                          
acquire a maximum of 42,152 shares                                              
(See Note 3)    11,747   23,495                                                 
Deficit accumulated     (7,362,781)     (7,310,339)                             
Net Stockholders equity 71,454  123,597                                         

        Total Liabilities and Shareholders Equity       $74,154 $126,297        

See accompanying notes                                                          

                                                                [Download Table]
MOTHER LODE GOLD MINES CONSOLIDATED                             
STATEMENTS OF OPERATIONS                                        
Three Months for Periods Ending March 31, 2008 and 2007         
(Unaudited)                                                     

                                                                
        Three Months Ended                                      
        Mar 31  Mar 31                                          
        2008    2007                                            
        (Unaudited)     (Unaudited)                             
Pre-operating revenues:                                         
Interest Income 2,044   3,087                                   
Miscellaneous income         70    280                          

                  2,114   3,367                                 

Pre-operating Expenses                                          
        Legal and accounting     25      45                     
        Lease Expense-Office    300     300                     
        Interest expense          0     134                     
        Other administrative expense    198     76              
        California Franchise tax           25        0          

                   548    555                                   

Net Operating Income (Loss)      1,566   2,812                  

Investment Income                                               
Amador United Gold Mines (Loss) (18,987)        (1,511)         
Pacific FarEast Minerals (Loss) (35,022)        (24,314)        

                (54,009)        (25,825)                        

Net Income (Loss)       $(52,443)       $(23,013)               

Primary gain/(loss) per share   $(0.007)        $(0.003)        

Fully diluted gain/(loss) per share     $(0.007)        $(0.003)

See accompanying notes                                          

                                                                [Download Table]
MOTHER LODE GOLD MINES CONSOLIDATED                                      
STATEMENTS OF CASH FLOW                                                  
For Three Month Periods Ending March 31, 2008 and 2007                   
(Unaudited)                                                              

                                                                         
                Three Months Ended                                       
        Mar 31  Mar 31                                                   
        2008    2007                                                     
        (Unaudited)     (Unaudited)                                      

Cash flows from Operations:     $(52,443)       $(23,013)                
Adjustments to reconcile net loss to net cash                            
used in operations:                                                      
        (Inc) Dec in loans receivable   (2,505) (2,886)                  
        Inc (Dec) in accounts payables  300     300                      
        Inc (Dec) in income taxes payable                            (25)

Net cash provided (used) in operations  (54,648)        (25,624)         

Cash flow from Financing:                                                
Changes in notes payable             0     134                           

Net cash provided (used) financing           0     134                   

Investment Income                                                        
        Equity loss in Amador United Gold Mines  18,987   1,511          
        Equity loss in Pacific FarEast Minerals, Inc.   35,022  24,313   

Net Cash provided by Investment 54,009  25,824                           

        Net increase (decrease) in cash $(639)  $334                     
        Cash, beginning of period       1,158     41                     
        Cash, end of period     $ 519   $375                             

A. Supplemental disclosures of cash flow information:                    
Income Taxes    $  25   $ 25                                             

See accompanying notes                                                          

                                                        [Enlarge/Download Table]


                                                                                                          
        Common Stock                    Total                                                             
                Issued and Outstanding  Paid-in Accumulated     Shareholders                              
        Shares  Amount  Capital(1)      Deficit         Equity                                            

Balance at 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)                                          
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        42,152 11,747  (11,747)        0                                         
Net gain/(loss)         0                0             0        (52,443)        (52,443)                  

Balance at March 31, 2008       7,572,618       $7,422,488      $ 11,747        $(7,362,781)    $71,454   

(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                                                                    
March 31, 2008   42,152 shares                                                                            

MOTHER LODE GOLD MINES CONSOLIDATED                                             
NOTES TO FINANCIAL STATEMENTS                                                   
MARCH 31, 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 Form 10-QSB instructions 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 three-month period ended March 31, 2008 are not necessarily indicative of   
the results that may be expected for the year ending December 31, 2007. For     
further information, refer to the consolidated financial statements and         
footnotes thereto included in the Company's Form 10-KSB 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 200.24   
acres of the former Argonaut Mine in Amador County, California.                 

3.      STOCK OPTION PLANS                                                      

      The Company has no active stock option plans as of March 31, 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. At 
the time of granting, the options were valued at the amount of the salary or    
other amounts owed, and were recorded in these amounts as paid-in capital, with 
offsets to expense, or accounts payable as appropriate. Granted options expire  
on the tenth anniversary of the grant date. Under the 1995 plan, 100,000        
options expired April 21, 2007. As of the date of this report, there are no     
options outstanding under either (1) the 1995 Stock Option Plan or (2) the      
Directors Stock Option Plan                                                     

B. Compensatory options issued for services and/or in satisfaction of Company   
indebtedness.                                                                   

a. Options on Series A preferred stock, callable at $10 per share, $.0001       
exercise price, each convertible to common stock for a minimum of 2.1316        
shares, increasing at a rate of 10% per annum to a maximum of 3.3368 shares     
after five years, and if the common stock has not been registered under the     
Securities Act of 1933, then increasing at 10% per annum to a maximum of 5.4901 
shares, until final expiration at the end of an additional five years.          

Through March 31, 2008, a total of 41,874 options for preferred shares were     
issued and outstanding for salaries and fees to officers and others, at prices  
ranging from $1.53 to $10.00/share of preferred stock                           

Shares on                       Exercise         Common Shares Amount of Expense
Conversion                      Price/Share          Under Option or Debt Relief

Maximum, 10 years class:        .0001   21,035  $46,722                         

b. All options of Series B preferred stock expired in June 2006. These options  
were callable at $10 per share, $.0001 exercise price, each convertible to      

MOTHER LODE GOLD MINES CONSOLIDATED                                             
NOTES TO FINANCIAL STATEMENTS                                                   
MARCH 31, 2008                                                                  
3.      Stock Option Plans - continued                                          

common stock for a minimum of 5.00 shares, increasing at a rate of 0.05 shares  
per annum to a maximum of 5.20 shares after four years, and if the common stock 
has not been registered under the Securities Act of 1933, at a rate of 5.25     
shares from the fifth anniversary, until final expiration at the end of an      
additional five years. These options totaled 4,775, and were issued for lease   
payments due to third parties.                                                  

c. A summary of the changes in options outstanding Common Shares of Mother Lode 
Gold Mines Consolidated, as of March 31, 2008 follows:                          

Series A Compensatory Options, Maximum Shares of common stock:                  

                                                                [Download Table]
                                                         
Balance January 1, 2008                                  
   Series A Preferred, 10-year expiration class 84,304   

   Net Changes, 2008                                     
   Series A Preferred, 10-year expiration class (42,152) 
Balance, March 31, 2008  42,152                          


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.                                                                       

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Part I - Financial Information (continued)                                      

Item 2.  Management's Plan of Operations                                        

     Plan of Operations. The sole activity of the Company during the First
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 23.67% of the   
common stock of Pacific FarEast Minerals, Inc., the only outstanding security   
of Pacific FarEast Minerals, Inc.                                               

During the First Quarter 2008, Amador United Gold Mines, an investee company,   
paid down the loan made by the Company in the amount of $10,955. The balance of 
the loan, principal and accrued interest, was $199,949 as of March 31, 2008.    

Other than minor cash payment for the transfer of stock, the Company has no     
cash income. Income from this source through the First Quarter 2008 was $70.    
The company's minimal expenses to maintain operations of the Company            
are, when required,                                                           
paid by private loans from officers and directors of the Company.               

During the First Quarter 2008, the Company made an additional loan of $11,872   
to Pacific FarEast Minerals, Inc., with an annual simple interest of 8%. The    
balance, principal and accrued interest at March 31, 2008 was $36,091.          

      Summary of Financial Results. Mother Lode Gold Mines Consolidated (the
Company) showed a First Quarter 2008 loss of $52,443, compared with a loss of   
$23,013 for the First 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 15,356 options remain active.                                             

As of March 31, 2008, there were 7,572,618 shares of common stock issued and    
outstanding.                                                                    

      Preparation of Financial Statements. The financial statements of March
31, 2008, and for the three-month period then ended, were prepared by the       
Company and have not been audited by independent auditors prior to filing.      

Investee Companies                                              

   A. - Amador United Gold Mines (AUGM). There was no activity by this
corporation during the First 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.                 

       B. - Pacific FarEast Minerals, Inc. (PFEM). During the First 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, The Peoples Republic of China             

As of March 31, 2008, there were 8,161,358 total issued and outstanding common  
shares (the only outstanding security) of Pacific FarEast Minerals, Inc. The    
Company currently owns 2,074,591 shares, or 25.42%, 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 16         

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: July 28, 2008     o/s Frank M. Orrell                                     
Frank M. Orrell                                                 
Chairman, CEO                                                   

Date: July 28, 2008             o/s Byron S. James                              
Byron S. James,                                                 
Chief Financial Officer                                         

CERTIFICATION OF PERIODIC REPORT                                                

We, Frank M. Orrell, Chief Executive Officer and Byron S. James, Chief          
Financial Officer, respectively of Mother Lode Gold Mines Consolidated (the     
"Company"), do certify, pursuant to Section 906 of the Sarbanes-Oxley Act of    
2002, 18 U.S.C. Section 1350, that:                                             

(1) the Quarterly Report on Form 10-QSB of the Company for the quarterly period 
ended March 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.                                           

Date: July 28, 2008             o/s Frank M. Orrell                             
Frank M. Orrell                                 
Chairman, CEO                                   

Date: July 28, 2008                     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 l0-QSB 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: July 28, 2008             o/s Frank M. Orrell                             
Chairman, CEO                                                   

I, Byron S. James, certify that:                                                
    1. I have reviewed this quarterly report on Form l0-QSB 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: July 28, 2008             o/s Byron S. James                              
Secretary, CFO                                                  

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

                                                        [Enlarge/Download Table]

                                                                                                          

        CUMULATIVE      3 MO TO 3 MO TO 12 MO TO                                                          
        DATE            SHARES  SHARES  MONTHS   3/31/08        3/31/07 12/31/07                          

For the period 2/8/74 thru 12/31/05 (A)                                                                   
01/01/06 (B)            7,114,410       3                                                                 
03/31/06 (B)    265,575 7,166,417       3                                                                 
06/30/06 (B)    52,007  7,218,424       3                                                                 
09/30/06 (B)            52,007  7,270,431       3                                                         
12/31/06 (B)    52,007  7,322,438       3                       21,967,314      21,967,314                
03/30/07 (B)    10,391  7,332,829       3                               21,998,847                        
06/30/07 (B)            10,391  7,343,220       3                                               22,029,660
09/30/07 (B)            10,391  7,353,611       3                                       22,060,833        
12/31/07 (B)            176,855 7,530,466       3               22,591,398                                
03/31/08 (BD) 42,152    7,572,618                                                                         

                                        22,591,398      21,967,314      88,056,654                        

MONTHS                                  3        3      12                                                

WEIGHTED AVERAGE SHARES                 7,530,466       7,322,438       7,338,055                         

NET INCOME/LOSS)                                $(52,443)       $(23,013)       $(176,154)                

EARNINGS/LOSS) PER SHARE, FULLY DILUTED $(0.007)        $(0.003)        $(0.024)                          

Refer to Notes on Sequential Page 16                                                                      

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MOTHER LODE GOLD MINES CONSOLIDATED                                             
EARNINGS PER SHARE                                                              
(PRIMARY)                                                                       

                                                        [Enlarge/Download Table]

                                                                                                          
        CUMULATIVE      3 MO TO 3 MO TO 12 MO TO                                                          
        DATE            SHARES  SHARES  MONTHS   3/31/08        3/31/07 12/31/07                          

For the period 2/8/74 thru 12/31/05 (A)                                                                   
01/01/06 (B)            7,114,410       3                                                                 
03/31/06 (BC)   265,575 7,166,417       3                                                                 
06/30/06 (B)    52,007  7,218,424       3                                                                 
09/30/06 (B)            52,007  7,270,431       3                                                         
12/31/06 (B)    52,007  7,322,438       3                       21,967,314      21,967,314                
03/30/07 (B)    10,391  7,332,829       3                               21,998,847                        
06/30/07 (B)            10,391  7,343,220       3                                               22,029,660
09/30/07 (B)            10,391  7,353,611       3                                       22,060,833        
12/31/07 (B)            176,855 7,530,466       3               22,591,398                                
03/31/08 (BD) 42,152    7,572,618                                                                         

                                        22,591,398      21,967,314      88,056,654                        

MONTHS                                  3        3      12                                                

WEIGHTED AVERAGE SHARES                 7,530,466       7,322,438       7,338,055                         

NET INCOME/LOSS)                                $(52,443        $(23,013)       $(176,154)                

EARNINGS/LOSS) PER SHARE, FULLY DILUTED $(0.007)        $(0.003)        $(0.024)                          

Refer to Notes on Sequential Page 16                                                                      

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MOTHER LODE GOLD MINES CONSOLIDATED                                             
EARNINGS PER SHARE                                                              
NOTES TO FULLY DILUTED AND PRIMARY TABLES                                       

NOTES:                                                                          

(A) Actions taken prior to December 31, 2004                                    

(1) Share amounts have been restated for the following:                         
5:1 stock split - 1977;                                                         
15:1 stock split - 1978;                                                        
10% stock dividend - 1984.                                                      

(2) Includes February 1992 cancellation of shares held by Northern Mines, Inc., 
an 82% owned subsidiary of Mother Lode Gold Mines Consolidated.                 

(3) Includes 993,177 shares issued for conversion of MLGM long term             
obligations and 98,130 shares for assumption of AUGM debt.                      

(4) Includes 416,486 shares issued by MLGM to shareholders of Northern          
Mines Inc., an 82% owned subsidiary of MLGM, upon the dissolution of NMI.       

(B) Conversion to common stock of Series A preferred shares previously issued.  

(C) Includes 213,568 shares of common stock issued for cancellation of debt.    

(D) The 105,040 shares of common stock which could have been                    
issued on conversion                                                            
of Series A preferred shares are not included as they would be anti-dilutive.   

(The balance of this page is intentionally left blank)                          

Sequential Page Number 1                        

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10QSB’ Filing		Date		Other Filings
Filed as of:		8/11/08
Filed on:		8/8/08
		7/28/08
For Period End:		3/31/08
		1/1/08
		12/31/07		10KSB
		12/11/07
		4/21/07
		3/31/07		10QSB
		1/13/06
		6/19/05
		12/31/04		10KSB,  10KSB/A
		7/13/98
		6/30/98
				List all Filings