UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB

(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, 2007

_ 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
(Name of small business issuer 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)

Issuers 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

Documents incorporated by reference: Not Applicable

Check whether the registrant (l) has 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 the Company was required to file such reports),
and (2) has been
subject to such filing requirements for the past 90 days.
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

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,		7,530,466
as of December 31, 2007

Total Pages: 27
Exhibit Index on Page: 23



INDEX

	Sequential
Item	Page

PART I

Item 1. Description of Business	3

Item 2. Description of Property	3

Item 3. Legal Proceedings	3

Item 4. Submission of Matters to a Vote of Security Holders	3

PART II

Item 5. Market for Common Equity and Related Stockholder Matters	4

Item 6. Managements Discussion and Analysis	4

Item 7. Financial Statements	6

Item 8. Changes In and Disagreements With Accountants an Accounting
and Financial Disclosure                                               7

Item 8A. Controls and Procedures	7

PART III

Item 9. Directors and Executive Officers of the Registrant
Compliance with Section 16(a) of the Exchange Act	7

Item 10. Executive Compensation	9

Item 11. Security Ownership of Certain Beneficial Owners and Management
And Related Stockholders Matters	10

Item 12. Certain Relationships and Related Transactions	10

Item 13. Exhibits and Reports on Form 8-K	10

Item 14. Principal Accountant Fees and Services	11

SIGNATURES	11

CERTIFICATION OF PERIODIC REPORT	11

FINANCIAL STATEMENTS	14

NOTES TO FINANCIAL STATEMENTS	18

EXHIBIT INDEX	23

EXHIBITS	24



PART I

ITEM 1.	DESCRIPTION OF BUSINESS

A.	Summary. During 2007 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., a corporation in which the Company holds
28.18% of the common
stock.

B. Investee Companies. The Company has no subsidiary companies.
However, the Company
does hold 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 2007. 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-10KSB, 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
28.18% 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
208.50 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 2007 an annual meeting for 2006 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 REGISTRANTs COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

A. Common Stock. The no-par common stock of the Company has
traded on the pink sheet
market since 1980 on an intermittent basis. The Company has sought brokers, but
currently interest is limited to one dealer in the pink sheets due to the low
activity of the Company.
<table>
<caption>
High/Low Bid Price Data
 <c>           <C>          <c>
2007          High         Low
             $0.05        $0.001

2006          High         Low
             $0.05        $0.001

2005          High         Low
             $0.05        $0.01
</table>
B. Preferred Stock

In August 1989, the Company established Series A $10.00 Preferred,
 convertible stock
to be issued in the form of "deferred compensation options" to
officers and certain
consultants for unpaid monetary obligations of the Company.
From August 1989 through
June 30, 1998, the last date of issue, the Company had granted
331,073 shares of this
preferred convertible stock. As of the date of this Form 10-KSB
the Company has not
called any of the stock: in 2005, 37,892 options were exercised; in
2006 37,892
options were exercised and in 2007 37,892 options were
exercised; leaving a balance
of 15,356 Series A options, which have expiration dates from
January 31, 2008 through
June 30, 2008.

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 shares; all of the Series B
options expired in March 2006.

ITEM 6. Managements Discussion and Analysis

A. Plan of Operations: In order to maintain operations of the
Company, private loans
have been made by officers and directors of the Company, and
 by Pacific FarEast
Minerals Inc. As of December 31, 2007, there are no
 outstanding loans to the Company.

The Company has made loans to its two investee companies
 from time to time to assist
with administrative and land costs. As of December 31, 2007,
outstanding principal
and accrued interest of the loan to Amador United Gold
 Mines totaled $209,041, a
decrease of $21,843 since December 31, 2006. 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,
2007, outstanding principal
and accrued interest of the loan to Pacific FarEast Minerals, Inc.
 totaled $24,776, a
increase of $24,776 since December 31, 2006.

During the Year 2007 there were no placement sales of common
stock of the Company.
However, 208,028 shares of common stock were issued in 2007 from
the exercise of
Series A options for Deferred Compensation. In 2005, the Company
converted $68,771 of
long term debt to 213,568 shares common stock at $0.322 per share. The Board of
Directors determined this price, to the extent reasonably possible, to be fair,
equitable and just for the shareholders of the Company.

B. Managements Discussion and Analysis of Financial Condition and Results of
Operations: For the twelve months ending December 31, 2007, the
Company continued to
assist its investee companies, Pacific FarEast Minerals, Inc. and
Amador United Gold
Mines.

Operating loss for the twelve months ending December 31, 2007 was
$176,154, compared
with a loss of $145,627 for the twelve months ending December 31, 2006

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.

Managements discussion of Pacific FarEast Minerals, Inc. and
Amador United Gold Mines
follows:

Pacific FarEast Minerals, Inc. (PFEM).

As of December 31, 2007, Pacific FarEast Minerals, Inc. had 7,361,852 shares of
common stock outstanding (the only security). MLGM owned
2,074,591 shares, or 28.18%.

During the year 2007 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. 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 2007. As of December 31, 2007 AUGM owned two assets:
(1) 110,500 common shares of
Sutter Gold Mining, Inc., a Canadian corporation;(2) mineral rights
on 208.50 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. This amount
was used to pay down the loan from Mother Lode Gold Mines Consolidated. As of
December 31, 2007, the loan from MLGM was $209,041 (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
he 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, 2007 and 2006.
(b) Statements of Operations for the Years Ended December 31, 2007, 2006
and 2005.
(c) Statements of Cash Flow for the Years Ended December 31, 2007, 2006
and 2005.
(d) Statements Shareholders Equity for the Years Ended December 31, 2007,
2006 and 2005.

	2. List of Financial Statement Schedules:

		(a) Schedule IV, Indebtedness of, and to, Related Parties.
		(b) Schedule V, Properly, Plant and Equipment.
(c) Schedule VI, Accumulated Depreciation and Amortization of Property,
Plant and Equipment.

Schedules other than those listed above are omitted because
they are not required or
are not applicable, or the required information is shown in the
financial statements
or notes thereto.

(The balance of this page intentionally left blank)



SELECTED FINANCIAL DATA. The following table is derived form
the Financial Statements
of the Company incorporated by reference in this report. The
Financial Statements
have been prepared in accordance with generally accepted accounting principles,
except as described in notes to the Companys Financial
 Statements for the year ended
December 31, 2007. This information should be read in
conjunction with such Financial
Statements and the Notes thereto.

<table>
<caption>

                         <c>           <c>           <c>          <c>         <c>
Year ended December 31,     2007 		2006          2005         2004        2003
(Dollars in thousands, except per share figures)
A.Income
A. Total Revenues           $13            	$13           $71          $16        $5
$5
	B. Income Gain(Loss) From Continuing Operations
1. Dollars                $(176)        	$(146)       $(27)       $(707)     $(76)
2. Per Share,
A. Primary             $(.024)       $(.020)      $(.004)     $(.108)   $(.012)
B. Fully Diluted       $(.024)       $(.020)	      $(.004)     $(.108)   $(.012)
C. Total Assets              $126          $309         $453        $530      $1,242
D. Long Term Debt            $0            $8           $8          $83       $77
E. Cash Dividends
 Declared/Paid               None          None         None         None       None
</table>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL
DISCLOSURE

Not applicable

ITEM 8A. CONTROLS AND PROCEDURES The Company did adopt
 on February 11, 2004, a
Charter of the Audit Committee of the Board of Directors.

Item 307, Regulation S-B: The Companys disclosure controls and
procedures meet the
need of the Company. The Company is inactive and hence receives
no operating
income. The only cash receipts in 2007 were $410.00 for stock
transfers (the
Company acts as its own transfer agent) and $34,020 from AUGM to
pay down their
debt obligation to the Company. 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. The Company loaned $28,600 to PFEM.

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, 2007
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. Con currently on that date, he also resigned all
positions held with Pacific FarEast Minerals, Inc. and Amador United Gold Mines

There is no family relationship among any of the officers and
directors. There is
only one class of directors; the term of all officers and directors
expires annually.

<table>
<caption>

                                                            <c>
                                                               Common Stock
                                                               Beneficially
                                               <c>             Owned as
<c>                  <c>    <c>                Position        of December 31, 2006
  Name               Age    Positions(2)             Held Since      Shares     Percent(1)
Peter S. Adams       56    Director (ABC)        1984           369,302(3)     4.85%

Byron S. James      75     Director,
                           Secretary
                           Chief Financial
                           Officer (C)            1976(4)         870,984(5)   11.44%

Kevin J. Keen       57     Director (B)           2004           177,596(6)    2.33%

Frank M. Orrell     74     Director,
                           Chairman,
                           Chief Executive
                           Officer (AC)           1974          1,823,471(7)   23.96%

Paul Yuan           52     Director               2006                  0         0%

All officers and directors as a group:                          3,215,436      42.23%

Board Committees: (A) Executive and Compensation (B) Audit (C) Merger
</table>
Footnotes to Table of Directors and Officers

1. Percentages are based on 7,530,466 total outstanding
common shares plus Series A
deferred compensations options that could have been
converted to 81,221 common shares
by December 31, 2007.

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 838,333 shares held by the Byron S. James Trust, of
 which Mr. James is
the sole trustee; and additional options which could have been
converted to a maximum
of 25,917 shares of common stock on December 31, 2007.

6. Includes 177,596 Shares owned by Boydstun & Klingner, CPA,
 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
financial and real estate
consultant, during which time he was Assistant to the Chairman,
 Merchants Group
International, a merchant banker; Senior Vice President, Finance
for Auto Center
Enterprises, Inc.

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,
2007. 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, 2007.

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, 2007.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

A. Security Ownership of Certain beneficial Owners

As of December 31, 2007 the only persons known by the Company
to be officers and/or
the beneficial owners of more than 5% Mother Lodes common stock were:


<table>

    <c>
       Names and Address of      <c>                              <c>
       Beneficial Owner           Amount and Nature                Percent
       of Common Stock          of Beneficial Ownership            of Class1
       Byron S. James                  870,9842                               11.44%
       1312 Concannon Boulevard
       Livermore, CA 94550

       Frank M. Orrell               1,823,4713                    23.96%
       1312 Concannon Boulevard
       Livermore, CA 94550
</table>

1. Percentages are based on 7,322,438 total outstanding common shares
plus Series A
deferred compensations options that could have been converted to 81,221
common shares
by December 31, 2007.

2. Includes 838,333 shares held by the Byron S. James Trust, of which
Mr. James is
the sole trustee; and additional options which could have been
converted to a maximum
of 25,917 shares of common stock on December 31, 2007.

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 23.

B. Reports on Form 8-K: During the year 2007, 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: May 5, 2008	Date: May 5, 2008


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 the annual
 period ended
December 31, 2007(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: May 5, 2008	Date: May 5, 2008

(The balance of this page intentionally lefty blank)



I, Frank M. Orrell, certify that:
       1. I have reviewed this annual report on Form l0KSB 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: May 5, 2008


	o/s Frank M. Orrell
       Chairman, CEO


I, Byron S. James, certify that:
       1. I have reviewed this annual report on Form l0KSB 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: May 5, 2008

o/s Byron S. James
Secretary, CFO

(The balance of this page intentionally left blank.)



<table>
MOTHER LODE GOLD MINES CONSOLIDATED
BALANCE SHEETS
For the Years Ending December 31, 2007 and 2006 (Unaudited)
<caption>
ASSETS

                                                           <C>            <C>
                                                              December 31    December 31
                                                                 2007           2006
                                                              (Unaudited)    (Unaudited)
Current Assets
     Cash                                                      $1,158             $42

Total current assets                                            1,158              42

Other Assets
     Loan receivable, Amador United Gold Mines                209,041   .      230,524
     Investment, Amador United Gold Mines                     (65,189) .       (21,129)
     Loan receivable, Pacific FarEast Minerals                .24,494          230,524
     Investment, Pacific FarEast Minerals                     (43,232)         100,025
     Prepaid State Taxes                                           25                0

Total other assets                                            125,139          309,420

TOTAL ASSETS                                                 $126,297         $309,462

LIABILITIES AND SHAREHOLDERS EQUITY

Current Liabilities
     Accounts payable                                          $2,700           $1,200

Total current liabilities                                       2,700            1,200

Non-current liabilities
     Notes payable
     Note Payable, Pacific FarEast Minerals, Inc.                   0            8,210

Total non-current liabilities                                       0            8,210

Stockholders equity
     Common stock, without par value,
     Authorized, 15,000,000 shares:
     Issued and outstanding, December 31
     2007:7,530,466
     2006:7,322,438                                         7,410,741         7,331,933
Paid-in capital representing rights to acquire
a maximum of 84,304 shares (Note 4)                            23,495           102,302
Deficit accumulated                                        (7,310,339)       (7,134,184)

Net stockholders equity                                       123,597            300,051

                                                             $126,297  .        $309,462
</table>





See accompanying notes


<table>
MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF OPERATIONS
For the Years Ending December 31, 2007, 2006 and 2005 (Unaudited)
<caption>

                                                   <c>          <c>           <c>
                                                      Year Ended   Year Ended    Year Ended
                                                        Dec. 31      Dec. 31       Dec. 31
                                                         2007         2006          2005
Revenues:
Income from asset write-off                        $     0            $0     $ 58,303
Interest income                                     12,649        12,630       12,626
Miscellaneous income                                   410           170           20

                                                        13,059        12,800       70,949

Expenses
Legal and accounting                                    145           125          125
Property payments                                         0             0        2,400
Interest expense                                        270           538        5,357
Other administrative expense                          1,481         1,418          158
California Franchise tax                                  0             0            0

                                                         1,896         2,081         8,040

Net operating Loss                                     $11,163       $10,719      $62,909)

Other
Investee Loss, Amador United Gold Mines                (44,060)       (6,683)       16,738
Investee Gain, Pacific FarEast Minerals               (143,257)     (149,663)    (106,377)

                                                      (187,317)     (156,346)    ( 89,639)

Net Loss                                             $(176,154)    $(145,627)   $( 26,731)

Primary gain/loss per share                            $(0.024)      $(0.020)     $(0.004)
Fully diluted gain/loss per share                      $(0.024)      $(0.020)     $(0.004)
</table>
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<table>
MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF CASH FLOW
For the Years Ending December 31, 2007, 2006 and 2005 (Unaudited)

<caption>

                                                    <c>          <c>           <c>
                                                       Year Ended   Year Ended    Year Ended
                                                         Dec. 31      Dec. 31       Dec. 31
                                                          2007         2065          2005

Cash flows from Operations and Other:                 $(176,154)    $(145,627)    $( 26,731)
Adjustments to reconcile net loss to
net cash used in operations:
(Inc)Dec in loans receivables                       (3,013)       (12,773)      (12,772)
(Inc)Dec in property due to abandonment                 (0)            (0)      (58,303)
Inc(Dec) in advances to PFEM                             0              0            0
Inc(Dec) in accounts payables                        1,200          1,200)      (43,883)
Increase(Decrease) in income taxes payable	             (25)            25           (25)

Gross cash used in operations                          (177,992)      (157,125)     (141,714)

Cash flow from Financing:
Net cash provided in financing:                      (8,210)           638       52,116

Net cash provided by financing activities            (8,210)           638       52,116

Cash Flows from Other
Equity in Amador United Gold Mines                    44,060         6,683     (16,738)
Equity in Pacific FarEast Minerals                   143,257       149,663      106,377
Net cash provided by Other                           187,317       156,346       89,639

Net increase (decrease) in cash                            1,115          (141)          41
Cash, beginning of period                                   __43           183          143
Cash, end of period                                       $1,158           $42         $183


Supplemental disclosure of cash flow information:

Cash paid for state income tax:                              $25            $25         $25
</table>
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<table>
MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY
For the Years Ending December 31, 2007, 2006 and 2005 (Unaudited)

1096
<caption>







	<c>	<c>	<c>	<c>	<c>
	Common Stock			Total
		Issued and Outstanding	Paid-in	Accumulated	Shareholders
	Shares	Amount	Capital<F1>	Deficit		Equity

December 31, 2004	6,692,814	$6,953,206	$412,258	$(6,961,826)	$403,639

Conversion of long term debt
	to common shares	213,568	68,771
Issuance of common stock upon exercise
of Series A stock options	 208,028	154,978	(154,978)	0
Net gain/(loss)	        0	         0	       0	(26,731)	(26,731)
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)	0
Net gain/(loss)	        0	         0	       0	   (94,666)  (94,666)
Balance at December 31, 2007	7,530,466	$7,410,740	$23,495	$(7,228,850)	$205,305
<FN>
<F1>
(1) Paid-in capital represents Series A options to acquire a cumulative maximum
of common shares:

December 31, 2005	333,900 shares
December 31, 2006	125,872 shares
December 31, 2007	 84,304 shares
</FN>
</table>
 (The balance of this page intentionally left blank)


MOTHER LODE GOLD MINES CONSOLIDATED/
NOTES TO FINANCIAL STATEMENTS
December 31, 2007

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 2007, 2006
and 2005 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, 2007, based on the past 15 years, are
approximately $5.3 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 7,530,466 and
7,322,438 at December 31, 2007 and 2006, respectively.

F. As of January 1, 2005 the Company made the following adjustments to
the financial
status of the company:

a. Accounts Payable in the amount of $43,883 due to Orrell Capital Management,
Inc. (owned by Gregory M. Orrell, son of Frank M. Orrell, Chairman) was
converted to a long-term note payable at 8% simple interest;

b. Liabilities in the amount of $58,304 which have been outstanding for over
three years, and for which no demand for payment has been made during that
time, were written off;

As of December 31, 2005, the Company made the following
 adjustments to the financial
status of the company. The conversion price of the Companys stock
 was $0.322 per
share. The Board of Directors determined this price, to the extent
 reasonably
possible, to be fair, equitable and just for the shareholders
of the Company.

a. Long term loans due to the Frank P. Adams 1979 Trust, for the
 benefit of his
surviving three children, in the amount of $10,381 were
converted to 32,236
shares of common stock of the Company.

b. Long term loan due to Orrell Capital Management, Inc. in the amount of
$46,932 was converted to 145,751 shares of common stock of the Company.

c. Long term loans due to officers and their families (Frank M. Orrell, Jacklyn
A. Orrell, as her separate property, and Byron S. James) in the total amount of
$11,458 were converted to 35,581 shares of common stock of the Company

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, 2007.
There was no activity
by Amador in 2007, and as of the date of this Form 1OKSB,
 Amador is inactive.

Amador owns (1) 110,500 common shares of Sutter Gold Mining, Inc.,
a Canadian
corporation, and (2) the mineral rights on 208.50 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
28.18% of the outstanding shares of the common stock of PFEM
as of December 31, 2007.
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 208.50 acres of the former Argonaut
mine in Amador
County, California.

4. STOCK OPTION PLANS

	As of December 31, 2007 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, 2007, there are
no outstanding options
under either plan.

A. Compensatory options issued for services and/or in satisfaction of i
ndebtedness 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 2007, 37,892 options were exercised for a total of 208,028
 common shares of
MLGM. As of December 31, 2007: (a) a total of 22,928 options for
of Series A
preferred shares were outstanding for salaries and fees due officers
and others, at
prices ranging from $10.00 to $0.75 per share of preferred stock,
and (b)the
corresponding maximum number of common shares is 84,304
if these
outstanding Series A
Options are held until the tenth anniversary.

<table>
<captions>

                        <c>                 <c>                 <c>
                                               Preferred
                                               Shares              Amount of
                           Exercise            Under               Expense or
                          Price/Share          Option              Debt Relief
Maximum, 10 year class	   $0.0001              15,356
                                              15,356              $23,495
</table>

(2). Options on Series B Preferred stock totaling 25,069 shares were
issued in June
1996 to property owners for payment of delinquent lease fees. No
Series B options
were exercised and all options expired in June 2006.

B	A summary of the changes in outstanding Common Shares
 of Mother Lode Gold Mines
Consolidated (MLGM) under option follows:

1.Series A, 10 Year Expiration Class, Maximum Shares of Common Stock

Balance January 1, 2007
     Series A Preferred, 10 Year Expiration Class                    125,872
     Series A Preferred, 10 Year Expiration Class                    (41,568)
Balance, December 31, 2007                                            84,304

2. Non-incentive Stock Options

Balance January 1, 2007                                              100,000
    Options expired April 21, 2007                                  (100,000)
    Options Issued                                                         0
Balance, December 31, 2007                                                 0


5.	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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MOTHER LODE GOLD MINES CONSOLIDATED
Years ended December 31, 2007, 2006 and 2005

SCHEDULE IV - INDEBTEDNESS OF AND TO RELATED PARTIES
<table>
<caption>

                    <c>                    <c>         <c>         <c>                   <c>         <c>
                       Indebtedness of:                               Indebtedness to:
                       Balance at                         Balance     Balance at                        Balance
Name of Person/Entity  Beginning  Additions  Deductions   at End      Beginning  Additions  Deductions   at End

YEAR 2007
Unsolicited Investee Companies
Amador United Gold Mines  $230,523  $12,763    $(34,245)  $209,041
Pacific FarEast Minerals, Inc.   0   23 602                 23,602.     $8,210       $474     $(8,684)       $0
Balances, Dec 31,2007     $230,523  $36,365    $(34,245)  $232,643	      $8,210       $474	     $(8,684)       $0

YEAR 2006
Unsolicited Investee Companies
Amador United Gold Mines  $217,800  $12,773               $230,523
Pacific FarEast Minerals, Inc.                                          $7,572       $638        $0      $8,210
Balances, Dec 31,2006     $217,800  $12,773               $230,523	      $7,572       $638	         0      $8,210

YEAR 2005
Unsolicited Investee Companies
Amador United Gold Mines  $205,028  $12,772              $217,800
Pacific FarEast Minerals, Inc.                                         $4,112       $3,460        $0     $7,572

Other Affiliates
Frank P. Adams Trust                                                     9,790         630    	10,420          0
Frank M. Orrell                                                          7,361         493     7,854          0
Jacklyn A. Orrell                                                        2,964         187     3,151          0
Byron S. James                                                               0         452       452          0
Balances, Dec 31,2005    $205,028  $12,772               $217,800	       $24,227      $5,222	   $21,877     $7,572

</table>




MOTHER LODE GOLD MINES CONSOLIDATED
Years ended December 31, 2007, 2006 and 2005
<table>
<caption>

SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT

                   <c>              <c>        <c>             <c>        <c>
                      Balance at       Additions                             Balance at
                     Start of Year     	at Cost     Retirements	     Other     End of Year
Classification

December 31, 2007
Land (Mining Properties)       $0	                                                     $0
Total                          $0                                                     $0

December 31, 2006
Land (Mining Properties)       $0	                                                     $0
Total                          $0                                                     $0


December 31, 2005
Land (Mining Properties)       $0	                                                     $0
Total                          $0                                                     $0


<caption>

SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT

                   <c>              <c>        <c>             <c>        <c>
                      Balance at       Additions                             Balance at
                     Start of Year     	at Cost     Retirements	     Other     End of Year

Classification
December 31, 2007
Equipment                 $50,480                                                $50,480

Classification
December 31, 2006
Equipment                 $50,480                                                $50,480

December 31, 2005
Equipment                 $50,480                                                $50,480
</table>
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EXHIBIT INDEX

	NUMBER		EXHIBIT		Sequential Page
	11	Statements re Computation of Per-share Earnings		26

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-KSB




For the Year Ending
December 31, 2007

Of


MOTHER LODE GOLD MINES CONSOLIDATED

(The balance of this page intentionally left blank)



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

<caption>
	CUMULATIVE	12MO TO	12 MO TO	12 MO TO
	DATE		SHARES	SHARES	MONTHS 	12/31/07 	12/31/06	12/31/05
For the period 2/8/74 thru 12/31/04 (A)

	<c>	<c>	<c>	<c>	<c>

01/01/05 (B)		6,692,814	3			20,078,442
03/31/05 (B)	52,007	6,744,821	3			20,234,463
06/30/05 (B)	52,007	6,796,828	3			20,390,484
09/30/05 (B)	52,007	6,848,835	3			20,546,505
12/31/05 (B)	52,007	7,114,410	3		21,343,230
03/31/06 (BC)	265,575	7,166,417	3		21,449,251
06/30/06 (B)	52,007	7,218,424	3			21,665,272
09/30/06 (B)		52,007	7,270,431	3			21,811,293
12/31/06 (B)	52,007	7,322,438	3		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 (BD)176,855	7,530,466	0

					88,056,654	86,309,046	81,249,894

MONTHS					12	12	12

WEIGHTED AVERAGE SHARES			7,338,055	7,192,421	6,770,825

NET INCOME/LOSS)				$(176,154)	$(145,637)	$(26,731)

EARNINGS/LOSS) PER SHARE, FULLY DILUTED	$(0.024)	$(0.020)	$(0.004)

Refer to Notes on Sequential Page 26
</table>
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<table>
MOTHER LODE GOLD MINES CONSOLIDATED
EARNINGS PER SHARE
(PRIMARY)

<caption>
	CUMULATIVE	12MO TO	12 MO TO	12 MO TO
	DATE		SHARES	SHARES	MONTHS 	12/31/07 	12/31/06	12/31/05
For the period 2/8/74 thru 12/31/04 (A)

	<c>	<c>	<c>	<c>	<c>

01/01/05 (B)		6,692,814	3			20,078,442
03/31/05 (B)	52,007	6,744,821	3			20,234,463
06/30/05 (B)	52,007	6,796,828	3			20,390,484
09/30/05 (B)	52,007	6,848,835	3			20,546,505
12/31/05 (B)	52,007	7,114,410	3		21,343,230
03/31/06 (BC)	265,575	7,166,417	3		21,449,251
06/30/06 (B)	52,007	7,218,424	3			21,665,272
09/30/06 (B)		52,007	7,270,431	3			21,811,293
12/31/06 (B)	52,007	7,322,438	3		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 (BD)	176,855	7,530,466	0

					88,056,654	86,309,046	81,249,894

MONTHS					12	12	12

WEIGHTED AVERAGE SHARES			7,338,055	7,192,421	6,770,825

NET INCOME/LOSS)				$(176,154)	$(145,637)	$(26,731)

EARNINGS/LOSS) PER SHARE, FULLY DILUTED	$(0.024)	$(0.020)	$(0.004)

Refer to Notes on Sequential Page 26
</table>
(The balance of this page is intentionally left blank)



MOTHER LODE GOLD MINES CONSOLIDATED
EARNINGS PER SHARE

Notes: (A) Actions taken prior to December 31, 2003
     (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 of Series A preferred shares previously issued.

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

(D) Series A shares which could have been converted are not included as they
would be anti-dilutive.
(The balance of this page intentionally left blank)

		Sequential Page Number 1
	Sequential Page 22
	Sequential Page 27