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, 2009
_ 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)
(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 smaller reporting company.
Large accelerated filer ? Accelerated filer ?
Nonaccelerated 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
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
TRADING SYMBOL: MLGM
Class Outstanding
Common Stock, without par value,
as of September 30, 2009 7,614,770
Total Pages: 14
Exhibit Index on Page: 9
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, 2009. The Company has prepared this information without independent audit
or review.
MOTHER LODE GOLD MINES CONSOLIDATED
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
TABLE OF CONTENTS
Balance Sheets as of September 30, 2009 and December 31, 2008 3
Statement of Operations for the 3-month and 9-month periods ending
September 30, 2009 and 2008. 4
Statement of Cash Flows for the 9-month period ending
September 30, 2009 and 2008 5
Statements of Stockholders Equity from December 31, 2006
to September 30, 2009 6
Notes to Consolidated Statements 7
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MOTHER LODE GOLD MINES CONSOLIDATED
BALANCE SHEETS
September 30, 2009 and December 31, 2008 (Unaudited)
ASSETS
September 30 December 31
2009 2008
(Unaudited) (Unaudited)
Current Assets
Checking $ 407 $ 257
Total Current Assets 407 257
Other Assets
Loan Receivable, Amador United Gold Mines 217,223 209,261
Investment, Amador United Gold Mines (99,295) (95,055)
Investment, Pacific FarEast Minerals, Inc. (140,615 (72,056)
Pre-paid State Taxes 25 25
Pacific FarEast Minerals common stock 10,560 10,560
Pacific FarEast Mine4rals Warrants 939 939
Total other assets (11,213) 53,674
Total Assets $(10,755) $53,931
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Accounts payable $4,500 $3,600
Total current liabilities 4,500 3,600
Shareholders equity
Common stock, without par value,
Authorized, 15,000,000 shares:
Issued and outstanding, March 31
2009: 7,614,770
2008: 7,614,770 7,434,235 7,434,235
Deficit accumulated (7,449,490) (7,383,904)
Net Stockholders equity (15,255) 50,331
Total Liabilities and Shareholders Equity $(10,755) $53,931
See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF OPERATIONS
Three Months and Nine Months for Periods Ending September 30, 2009 and 2008
(Unaudited)
Three Months Ended Nine Months Ended
Sep 30 Sep 30 Sep 30 Sep 30
2009 2008 2009 2008
(Unaudited) (Unaudited)(Unaudited)(Unaudited)
Pre-operating revenues:
Interest Income 2,685 3,393 7,938 6,594
Miscellaneous Income 50 0 411 135
2,735 3,393 8,349 6,729
Pre-operating Expenses
Legal and accounting 0 0 0 25
Interest expense 0 0 0 0
Office Rent 300 300 900 1,200
Other administrative expense 127 46 211 286
California Franchise tax 0 0 25 25
427 346 1,136 1,536
Investment Income
Amador United Gold Mines (Loss) (1,430) (8,167) (4,240) (28,256)
Pacific FarEast Minerals (Loss) (23,734) 44,757 (68,559) (39,230)
(25,164) 36,590 72,799 (67,756)
Net Income (Loss) $(22,856) $39,637 $(65,586) $(59,170)
Fully Diluted gain/(loss) per share $(0.003) $0.005 $(0.009) $(0.008)
Primary gain/(loss) per share $(0.003) $0.005 $(0.009) $(0.008)
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See accompanying notes
MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF CASH FLOW
For Nine Month Periods Ending September 30, 2009 and 2008
(Unaudited)
Nine Months Ended
Sep 30 Sep 30
2009 2008
(Unaudited) (Unaudited)
Cash flows from Operations: (65,586) (59,170)
Adjustments to reconcile net loss to net cash
used in operations:
(Inc) Dec in loans receivable (7,963) (10,448)
Inc (Dec) in accounts payables 900 1,200
Inc (Dec) in income taxes payable 25 0
Net cash provided (used) in operations (72,624) (68,418)
Cash flow from Financing:
Net cash provided (used) financing 0 0
Investment Income
Amador United Gold Mines 4,240 28,526
Pacific FarEast Minerals, Inc. 68,559 39,230
Net Cash provided by Investment 72,799 67,756
Net increase (decrease) in cash 175 $ (662)
Cash, beginning of period 232 1,158
Cash, end of period $ 407 $496
A. Supplemental disclosures of cash flow information $ 0 $ 0
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See accompanying notes
Common Stock Total
Issued and Outstanding Paid-in Accumulated Shareholders
Shares Amount Capital(1) Deficit Equity
Balance at December 31, 2007 7,530,466 $7,410,740 $23,495 $(7,310,338) $123,897
Issuance of common stock upon exercise
of Series A stock options 84,304 26,495 (23,495) 0
Net gain/(loss) 0 0 0 (73,566) (73,566)
Balance at December 31, 2008 7,614,770 $7,434,235 $ 0 $(7,383,904) $ 50,331
Issuance of common stock upon exercise
of Series A stock options 0 0 0 0
Net gain/(loss) 0 0 0 ( 65,586) (65,586)
Balance at September 30, 2009 7,614,770 $7,434,235 $0 $(7,449,490) $(15,255)
(1) Paid-in capital represents Series A options to acquire a cumulative maximum of common shares:
December 31, 2008 84,304 shares
December 31, 2009 0 shares
September 30, 2009 0 shares
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MOTHER LODE GOLD MINES CONSOLIDATED
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
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, 2009 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2009. 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, 2008
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
The Company has no active stock option plans as of September 30, 2009
Compensatory options issued for services and/or in satisfaction of Company
indebtedness expired in June 2008. As of September 30, 2009, no options for
compensatory preferred shares, which could be converted to common shares, are
either issued or outstanding.
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.
Item 2. Managements Plan of Operations
Plan of Operations. The sole activity of the Company during the Third
Quarter of 2009 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 company's 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 2009 loss of $22,856, compared with a loss of
$59,170 for the Third Quarter 2008. 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.
As of September 30, 2009, there were 7,614,770 shares of common stock issued
and outstanding.
Preparation of Financial Statements. The financial statements of
September 30, 2009, 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
2009, 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
In September 2009, PFEM signed a Memorandum of Understanding with China
Metallurgical and Geological Bureau to move forward with the Weichang project.
During 2008, through a Private Placement Memorandum, dated February 3, 2008,
PFEM raised $656,201, which corresponds to 1,051,673 common shares of PFEM. The
offering price was $0.60 per common share
As of September 30, 2009, there were 11,081,039 total issued and outstanding
common shares (the only outstanding security) of Pacific FarEast Minerals, Inc.
The Company currently owns 19.20% of the common stock of Pacific FarEast
Minerals, Inc.
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 12
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.
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 10, 2010 o/s Frank M. Orrell
Frank M. Orrell
Chairman, CEO
Date: August 10, 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 10, 2010 o/s Frank M. Orrell
Frank M. Orrell
Chairman, CEO
Date: August 10, 2010 o/s Byron S. James
Byron S. James,
Chief Financial Officer
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I, Frank M. Orrell, certify that:
1. I have reviewed this quarterly report on Form l0-Q 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 10, 2010 o/s Frank M. Orrell
Chairman, CEO
I, Byron S. James, certify that:
1. I have reviewed this quarterly report on Form l0-Q 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 10, 2010 o/s Byron S. James
Secretary, CFO
MOTHER LODE GOLD MINES CONSOLIDATED
EARNINGS PER SHARE
(FULLY DILUTED)
<3>
CUMULATIVE 3 MO TO 3 MO TO 9 MO TO 9 MO TO 12 MO TO
DATE SHARES SHARES MONTHS 9/30/09 9/30/08 9/30/09 9/30/08 12/31/08
For the period 2/8/74 thru 12/31/07 (AB)
01/01/08 (A) 176,855 7,530,466 3 22,591,398 22,591,398
03/31/08 (A) 42,152 7,572,618 3 22,717,854 22,717,854
06/30/08 (A) 42,152 7,614,770 3 22,844,310 22,844,310 22,814,310
09/30/08 0 7,614,770 3 22,844,310
12/31/08 0 7,614,770 3 22,844,310
03/31/09 0 7,614,770 3 22,844,310
06/30/09 0 7,614,770 22,844,310 22,844,310
09/30/09 0 7,614,770 0
22,844,310 22,844,310 68,532,930 68,153,562 90,997,872
MONTHS 3 3 9 9 12
WEIGHTED AVERAGE SHARES 7,614,770 7,614,770 7,614,770 7,572,618 7,583,156
NET INCOME/LOSS) $(22,856) $39,637 $(65,586) $(59,170) $(73,556)
EARNINGS/LOSS PER SHARE, FULLY DILUTED $(0.003) $0.005 $(0.009) $(0.008) $(0.010)
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.
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MOTHER LODE GOLD MINES CONSOLIDATED
EARNINGS PER SHARE
(PRIMARY)
<3>
CUMULATIVE 3 MO TO 3 MO TO 9 MO TO 9 MO TO 12 MO TO
DATE SHARES SHARES MONTHS 9/30/09 9/30/08 9/30/09 9/30/08 12/31/08
For the period 2/8/74 thru 12/31/07 (AB)
01/01/08 (A) 176,855 7,530,466 3 22,591,398 22,591,398
03/31/08 (A) 42,152 7,572,618 3 22,717,854 22,717,854
06/30/08 (A) 42,152 7,614,770 3 22,844,310 22,844,310 22,814,310
09/30/08 0 7,614,770 3 22,844,310
12/31/08 0 7,614,770 3 22,844,310
03/31/09 0 7,614,770 3 22,844,310
06/30/09 0 7,614,770 22,844,310 22,844,310
09/30/09 0 7,614,770 0
22,844,310 22,844,310 68,532,930 68,153,562 90,997,872
MONTHS 3 3 9 9 12
WEIGHTED AVERAGE SHARES 7,614,770 7,614,770 7,614,770 7,572,618 7,583,156
NET INCOME/LOSS) $(22,856) $39,637 $(65,586) $(59,170) $(73,566)
EARNINGS/LOSS PER SHARE, PRIMARY $(0.003) $0.005 $(0.009) $(0.008) $(0.010)
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.
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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, 2007
(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.
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