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

(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934
(NO FEE REQUIRED)for The Fiscal Year Ended: December 31, 2002

_ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
ACT OF 1934. (NO FEE REQUIRED)
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
incorporation or organization)				(I.R.S. Employer Identification Number)

	1440 Concannon Boulevard
	Livermore, CA
		94550
(Address of principal executive offices)	(Zip Code)

Company's telephone number, including area code:	(925) 455-8020

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:	None

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, No Par Value

Documents incorporated by reference: Not Applicable

Indicate by check mark whether the Company (l) has filed all reports
required to be filed by
Section 13 or 15(d) of the Securities Act of 1934 during the preceding
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.
            Yes  X                       No __

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

		Class							Outstanding
	Common Stock without par value,				6,275,496
								as of December 31, 2002

								 Total Pages: 27
								Exhibit Index on Page: 24





INDEX

	Sequential
Item	Page

PART I

Item 1. Business	3

Item 2.  Properties	3

Item 3. Legal Proceedings	3

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

PART II

Item 5. Market for Registrant's Common Equity and Related
Shareholder's Matters	4

Item 6. Selected Financial Data	4

Item 7. Management's Discussion and Analysis of Financial
Condition and Results in Operations	5

Item 8. Financial Statements and Supplementary Data	5

Item 9. Disagreements on Accounting and Disclosures	5

PART III

Item 10. Directors and Executive Officers of the Registrant	6

Item 11. Executive Compensation	7

Item 12. Security Ownership of Certain Beneficial Owners and Management	8

Item 13. Certain Relationships and Transactions	9

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K	9

SIGNATURES	 9

CERTIFICATION OF PERIODIC REPORT	10

FINANCIAL STATEMENTS	13

NOTES TO FINANCIAL STATEMENTS	17

EXHIBIT INDEX	23

EXHIBITS	24



PART I

ITEM 1.	BUSINESS

A.	Summary. The Company's activity for 2002 was to maintain
its property position in the
Mother Lode gold district of California. Personnel normally associated
with the Company
devoted a portion of their time to Pacific FarEast Minerals, Inc.

B. Subsidiary Companies. The Company holds various interests,
as described herein, in two
corporations. Each corporation was formed based on proposed
operations in a geographic area.
Please refer to Item 7 for subsidiary activities during 2002.
Pacific FarEast Minerals is a
Nevada corporation and Amador United Gold Mines is a
California corporation. Northern Mines
Inc did "Wind-up and Dissolve" effective June 30, 2001.
The Company's percentage of holding in
each subsidiary corporation was in return for stock, monetary
consideration and contributed
mining expertise. As of the date of this Form-10KSB, the
 Company has not received any
operating revenues from the various subsidiaries.

Pacific FarEast Minerals, Inc. ("PFEM") The Company owns 30.84%%
of the common stock (the only
outstanding security) of PFEM.

Amador United Gold Mines ("AUGM") The Company owns 48.37%
of the common stock (the only
outstanding security) of Amador.

ITEM 2.	PROPERTIES

A.	El Dorado County

	1.) Big Canyon Mining and Cattle Corporation Property:
A lease with option to purchase
for surface and mineral rights on 584.07 acres, was made effective
July 1, 1996. In January
1999, the annual payment was reduced to $2,000. The purchase
option begins at $4,500 per acre
and increases based on the Consumer Price Index. Amendments
were discussed during the latter
part of 2000 and amendments were made effective January 1, 2001
as follows (a) minimum monthly
payments are based on the average price of gold, commencing
at $375/ounce, (b) provide that
when production commences, the minimum monthly rent is
$3,000 plus a production royalty
provision, (c) make a one-time payment of $1,000.00,
(d) issue to Big Canyon Mining & Cattle
Company, Inc, 5,000 shares of common stock of Mother Lode
Gold Mines Consolidated and (e)
issue 5,000 common shares of the Sutter Creek Mining Company
of the 75,000 common shares held
by Amador United Gold Mines ("AUGM"). This issuance by AUGM
reduced the AUGM debt held by
MLGM.

	2.) Fort Yuma Claims: Two unpatented lode claims,
directly owned by the Company,
totaling about 20 acres, are located in an area open to mineral
entry under the General Mining
Law of 1972.

B.	Leased Office Space: The Company shares 775 square feet
at 1440 Concannon Boulevard,
Livermore, California, a one story office building in a business park.
The Company's share of
the monthly rent is $260, plus tax and operating escalations.

ITEM 3.	LEGAL PROCEEDINGS. The Company is not aware of
any material legal proceedings to
which the Company or any subsidiary 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
2002 an annual meeting for 2001 was not held. Hence, no matters
were submitted to a vote of
security holders.


PART II

ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

A. Common Stock. The no-par common stock of the Company
has traded in the over-the-counter
market since 1980. No current active dealer market exists.
There was no trading in the
Company's shares during 2002 to the knowledge of the Company.
The Company has sought brokers,
but interest is limited due to low gold prices and the low
 activity of the Company.

High/Low Bid Price Data

		2002			High		Low
				There is no current market for the stock.

			2001			High		Low
				There was no market for the stock.

During the First Quarter 2001, the Company exchanged common stock
shares arbitrarily valued at
$0.50 per share for outstanding loans and professional fees.
In addition, a holder of a note
from Amador United Gold Mines, a 48.37% owned subsidiary
of MLGM, which had been guaranteed by
MLGM called the loan and agreed to accept shares of MLGM
common stock at $0.50 per share. The
dollar value of these several transactions was $545,653 and
the total shares issued were
1,091,307.

	Northern Mines Inc. did "Wind-up and Dissolve", effective
June 30, 2001. Mother Lode
issued 416,486 shares of common stock of Mother Lode Gold
Mines Consolidated, valued at $0.50
per share, to the 56 shareholders of Northern Mines Inc.
The dollar value of this issuance was
$208,243.

	The per share price of $0.50 was determined by the
board of directors of Mother Lode
Gold Mines and accepted by the Board of Directors of
 Northern Mines. The membership of these
two boards is identical. The price was determined in relation
to (1) any potential conflicts
of interest of the board members, (2) the existing market
conditions for junior gold mining
stocks, and (3) ensuring, to the extent reasonably possible,
that the price is fair, equitable
and just for the shareholders of both companies.

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 December 31, 2002, the
Company has 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 2000, 27,112 options were
exercised; in 2001, 53,782 options were exercised and in 2002
46,217 options were exercised,
leaving a balance of 174,496 Series A options.

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,
2000, the Company has granted 4,775 shares of this preferred
convertible stock. As of the date
of this Form 10-KSB the Company has not called any of the stock
and no options have been
exercised.

ITEM 6. 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 accounting principles generally
accepted, except as described in
notes to the Company's Financial Statements for the year
ended December 31, 2002. This
information should be read in conjunction with such
Financial Statements and the Notes
thereto.




	Year ended December 31,	2002	2001	2000	1999	1998
	(Dollars in thousands, except per share figures)

A.	Income,
Exploration Agreements 	$0	$0	$0	$0	$0
	B. Total Revenues		$0	$0	$0	$0	$0
	C. Income Gain(Loss) From Continuing Operations
	1. Dollars		$(9)	$7	$(18)	$57	$(75)
	2. Per Share,
	A. Primary		$(.002)	$.001	$(.004)	$.014	$(.019)
	B. Fully Diluted		$(.001)	$.001	$(.004)	$.012	$(.016)
	D. Total Assets      		$713	$709	$670	$664	$664
	E. Long Term Debt		$70	$65	$557	$490	$490
	F. Cash Dividends,
	 Declared/Paid		None	None	None	None	None

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

For the twelve months ending December 31, 2002, the primary
activities of the Company were:
(1) to maintain its existing land position within the Mother
Lode gold district of California
and (2) to assist its subsidiary, Pacific FarEast Minerals, Inc.

Consolidated operating loss for the twelve months ending
 December 31, 2002 was $9,429,
compared with a gain of $7,325 the twelve months ending December 31, 2001

In order to maintain operations of the Company, private loans
 were made by officers of the
Company.

In December 2000, the Company offered all holders of long-term
loans and obligations the
opportunity to convert those loans and obligations to common
shares of the Company. The bases
for the conversion were (1) the balance due on December 31, 2000
and (2) a rate of $0.50 per
share. If all of these specific obligations of the Company had
been converted, 1,032,246 new
common shares would be issued. Not all holders of these
obligations chose to exercise their
right to convert. The final conversion was to convert $496,588 i
n loans and obligations to
993,177 shares of common stock, an increase of 19% of the
primary shares on December 31, 2000.
The conversion was reflected in form 10QSB for the period ending March 31, 2001

As of December 31, 2002 the Company had outstanding advances
for land and administrative
services to subsidiary corporations as follows: Amador United
Gold Mines - $101,450 and
Pacific FarEast Minerals, Inc. - $6,053.

During the Year 2002 there were no placement sales of common stock.
However, 253,738 shares of
common stock were issued in 2002 from the exercise of Series A
options for Deferred
Compensation.

As of December 31, 2002, there were 6,275,496 shares issued and outstanding.

Pacific FarEast Minerals, Inc. ("PFEM"). On November 11, 2002,
 the local government of Chong
Li informed PFEM that no new mining activity could be conducted
on the PFEM properties due to
new governmental regulations pertaining to water quality. The Central
Government of China is
concerned about environmental disturbance caused by mining
activities in the watershed west of
Beijing.

Following a series of meetings with local officials, PFEM and its
Chinese partner, the Highly
Pure Quartz Mining Company, were given the opportunity by city and
county officials to enter
into a new joint venture in the northern most part of Chong Li County.
PFEM plans to
investigate what appears to be a new, highly prospectable mining
district on the Jungger-Hegen
fault zone on the northern margin of the North China Craton in the
early spring of 2003.

PFEM, in conjunction with Golden Cycle Gold Exploration, Inc
("GCX"), a wholly owned
subsidiary of Golden Cycle Gold Corporation ("GCC") of Colorado Springs,
Colorado, are
currently investigating mining opportunities in the "Southern Craton"
of China, running
through the Province of Shaan Xi.

Amador United Gold Mines ("AUGM"). There was no activity by this
corporation during
the Year 2002

Northern Mines Inc. ("NMI"). The corporation did "Wind-up and
 Dissolved" effective
June 30, 2001.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
Refer to Item 14(a) of this
Report in response to this Item 8.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE: 	Not Applicable



PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth information as of December 31, 2002
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.

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.
Common Stock Beneficially
											Owned as
							Position 		of December 31, 2002
Name			Age 	Positions2 		Held Since		Number		Percent2

Peter S. Adams	49	Director (CD)	1984	290,2483	4.3%

Orville E. Anderson 77	Director,
		President
		Chief Operating
		Officer (A)	1997	111,1444	1.6%

Byron S. James	70	Director,
		Secretary		524,9446	7.7%
		Chief Financial
		Officer (ABD)	19765

Grant W. Metzger	86	Director	1978	45,2488	0.7%

Frank M. Orrell 	69	Director,		1,373,2759	20.2%
		Chairman,
		Chief Executive
		Officer (AC)	1974

All officers and directors as a group:		2,344,859	34.6%

Board Committees: (A) Executive (B) Audit (C) Compensation/Nomination (D) Budget

Footnotes to Table of Directors and Officers

1. Percentages are based on 6,275,494 total outstanding common
shares plus 140,000 outstanding
options that could have been purchased plus Series A deferred
compensations options that could
have been converted to 371,956 common shares by December 31, 2002

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 10,000 shares subject to immediately exercisable options,
and 245,562 owned as a
beneficiary under one of the four trusts created by Frank S. Adams, a
deceased founder of the
Company, for his four children: Peter S. Adams, Edson 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. Includes 100,000 shares subject to immediately exercisable
options and deferred
compensation options, which could have been converted to 11,144
 shares of common stock by
December 31, 2002

5. Mr. James became a director and Executive Committee member in 1988.

6. Includes 10,000 shares subject to immediately exercisable options;
330 shares owned by
First Trust Corp., trustee for the joint benefit of Mr. James and his wife;
 340,349 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 minimum of 174,595
shares of common stock by
December 31, 2002.

7. Includes 10,000 shares subject to immediately exercisable options;
26,209 shares owned by
the Metzger Family Trust, of which Mr. Metzger and his wife are trustees
for the benefit of
their children.

8. Includes 10,000 shares subject to immediately exercisable options;
1,150,217 shares owned
by the Orrell Family Trust, of which Frank M. Orrell and his wife are
 trustees for the benefit
of their children; and additional options which could have been converted
to a minimum of
186,217 shares of common stock by December 31, 2002.

Note: Each person named above also holds the same position(s) with the
Company's affiliates,
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: September
1994 through November 1999, Director of OEM Sales for Astound, Inc.
Mr. Adams is the son of
Frank P. Adams (deceased), a founder of Mother Lode Gold Mines Consolidated.

Orville E. Anderson, during a 46 year career as a mining engineer in
minerals, was Manager of
International Projects, for Homestake Mining; President of Sonora
Gold Company, (10,000 TPD
gold mine at Jamestown, California); President, Copper Range, Co.,
White Pine copper mine;
Managing Director, Andore Pty., Ltd., an Australian mining venture
in Korea; Chief Mining
Engineer, Western Knapp Engineering Co.; Mining Consultant to the
country of Romania for
copper mining. Since 1997, Mr. Anderson has been a member of the
 Board of Directors of Golden
Cycle Gold Corporation. Mr. Anderson's responsibilities as President is
 to ensure the highest
level of professional disciplines are applied to the evaluations,
exploration and operations
of PFEM. Mr. Anderson holds a B.Sc. degree in Mining Engineering
from the University of
Toronto.

Byron S. James has, since November 2001 been an independent
financial consultant, was
Assistant to the Chairman, Merchants Group International, a merchant banker;
Senior Vice
President, Finance for Auto Center Enterprises, Inc.; from January 1997 to
November 1999; a
mortgage broker with Commercial Mortgage and Investment Company and
 was an independent
consultant from 1973 to 1987 in commercial and industrial real estate
 development.

Grant W. Metzger was President of the Company between 1982 and
1985 and Vice President prior
thereto. From 1951 to 1959, he was Plant Manager for the Calaveras
Cement Company; from 1959
to 1973, Vice President of Operations, Calaveras Cement Company
and the Flintkote Company. He
is currently active part-time as a Mining Consultant.

Frank M. Orrell, from 1982 to 2001 was a registered representative
with Orrell and Company,
Inc. (a stock brokerage firm owned by his son, Gregory M. Orrell),
which has acted in the past
as a broker/agent in sales or purchases of the Company's common
 stock on an agency basis.
Since 1989, Mr. Orrell has been a member of the Board of Directors of
Golden Cycle Gold
Corporation. Since November 1993, Mr. Orrell has been a Director
Emeritus of Havilah Mining
Company, which has property interests in the Victor/Cripple Creek
mining districts of
Colorado.

All Forms 3, 4, and/or 5 required to be filed by all Directors and
officers have been filed in
a timely manner.


ITEM 11. EXECUTIVE COMPENSATION

A. 2002 Compensation

The Board establishes the levels of compensation for the active
executives. No cash payments
have been made since October 1988, rather, the established
compensation
 was satisfied by the
issuance of deferred compensation options for the Class A
Preferred, convertible stock of the
Company. Neither executive salary nor options have been paid
or granted since June 1998.

B.	Stock Options

The Company has two active stock option plans - 1995 Plan and Directors' Plan.

1995 Plan: The purpose of this Plan is to attract, retain and motivate
employees and/or
consultants by providing for, or increasing, their proprietary
interests in the Company.
Directors of the Company may not receive options under this Plan.
The Board of Directors may
grant non-incentive options, upon recommendation of the Compensation
 Committee of the Board.
The options authorized will not constitute incentive stock options
within the meaning of
Section 422 of the Internal Revenue Code. Options granted under
the Plan expire ten years
after the Grant date.

Directors' Plan: The purpose of this Plan is to provide Directors of the
Company options to
purchase the Company's common stock, without par value, and thereby
share in the future growth
of the business of the Company. The Board of Directors may grant
 non-incentive options. The
options authorized will not constitute incentive stock options within
 the meaning of Section
422 of the Internal Revenue Code.

The Options to be granted are non-discretionary, as follows: (a.) an
option to purchase 5,000
shares to each director in active service following the Annual Meeting
of Shareholders on
August 3, 1995, and (b.) an option to purchase 5,000 shares to each
 director who is then
active on the anniversary of the Initial Grant Date, until each person
 will have received
options for a total of 40,000 shares.

Options granted under the Plan will expire at the earliest of (i) the
date at which a
director's service is terminated for cause, (ii) six months after a
director voluntarily
retires from service, (iii) one year after the date on which a director
ceases to be a
director of the Company for any other reason or (iv) the tenth
anniversary of the date of
grant.

As of December 31, 2002: (1) a combined total of 140,000 non-incentive
options were
outstanding:1995 Plan - 100,000 and Director's 1995 Plan - 40,000:
(2) a total of 220,944
deferred Series A compensation options were outstanding. The
exercise price is $0.0001 for
deferred Series A compensation options.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

A. Security Ownership of Certain beneficial Owners

As of December 31, 2002 the only persons known by the Company
 to be officers and/or the
beneficial owners of more than 5% Mother Lode's common stock were:

	Names and Address of
	Beneficial Owner		Amount and Nature			Percent
	of Common Stock		of Beneficial Ownership		of Class 1

Orville E. Anderson			111,1442			1.6%
	1440 Concannon Boulevard
	Livermore, CA 94550

	Byron S. James			524,9443			7.7%
	1440 Concannon Boulevard
	Livermore, CA 94550

	Frank M. Orrell			1,373,2754			20.2%
	1440 Concannon Boulevard
	Livermore, CA 94550


1. Percentages are based on 6,021,756 total outstanding common
shares plus 140,000 outstanding
options that could have been purchased plus Series A deferred compensations
options that could
have been converted to 470,472 common shares by December 31, 2001

2. Includes 100,000 shares subject to immediately exercisable options
and deferred
compensation options that could have been converted to 11,114
shares of common stock by
December 31, 2001.

3. Includes 10,000 shares subject to immediately exercisable options;
330 shares owned by
First Trust Corp., trustee for the joint benefit of Mr. James and his wife;
340,349 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 minimum of 174,595
shares of common stock by
December 31, 2002.

4. Includes 10,000 shares subject to immediately exercisable options;
1,373,275 shares owned
by the Orrell Family Trust, of which Frank M. Orrell and his wife
are trustees for the benefit
of their children; and additional options which could have been
converted to a minimum of
186,217 shares of common stock by December 31, 2002

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 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION: 	Not Applicable

ITEM 14. EXHIBIT, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

A. List of Financial Statements and Exhibits

	1. List of Financial Statements
		(a) Consolidated Balance Sheets as of December 31, 2002 and 2001.
		(b) Consolidated Statements of Loss for the Years Ended
December 31, 2002 and 2001.
		(c) Consolidated Statements of Deficit for the Years Ended
December 31, 2002 and 2001.
(d) Consolidated Statements of Changes in Cash Resources for the
Years Ended December 31, 2002 and 2001.

	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.

B. Reports on Form 8-K: 	Not Applicable

C. Exhibits: The Exhibits Index and Exhibits required by Item 601
of Regulation S-K begin on
Sequential Page 24.

D. List of Financial Statements Required By Regulation S-K: 	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: March 10, 2003	Date: March 10, 2003


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 10KSB of the Company for the quarterly
period ended
June 30, 2002 (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: March 10, 2003	Date: March 10, 2003


The Balance of this Page Intentionally Left 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 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, 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 i
n 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: March 10, 2003


									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 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, 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: March 10, 2003

									o/s Byron S. James
Secretary, CFO




MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
BALANCE SHEETS
(1990 through 2002 Unaudited)

ASSETS
	December 31	December 31
	2001	2001
	(Unaudited)	(Unaudited)
Current Assets
	Cash	$115	82
	Prepaid expenses	0	0
	Total current assets	 115	82

Other Assets
	Property rights	618,332	618,332
	Note receivable from
	Amador United Gold Mines	94,0257	90,193
	Deposits	0	0
	Total other assets	712,589	708,525
TOTAL ASSETS	$712,704	$708,608

LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
	Accounts payable	$34,926	$26,110
	California income tax	11,256	11,231
Total current liabilities	46,182	37,341

Non-current liabilities
	Notes payable	11,751	7,068
	Deferred fees payable	58,303	58,303
	Deferred officer's salary	0	0
Total non-current liabilities	70,055	65,371

Stockholder's equity
	Common stock, without par value,
	Authorized, 7,500,000 shares:
	Issued and outstanding, December 31
	2001:	6,275,496
	2001:	6,021,756	6,641,029	6,453,367
Paid-in capital representing rights to acquire
a maximum of 924,918 shares (Note 4)	724,435	912,098
Deficit accumulated during development stage	(6,768,997)	(6,759,568)
Net stockholder's equity	596,468	605,896
		$712,704	$708,608

See accompanying notes



MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(1990 through 2002 Unaudited)

	Year Ended	Year Ended	Year Ended
	Dec. 31	Dec. 31	Dec. 31
	2002	2001	2000
Pre-operating revenues:
	Payments received under
	joint venture agreements:	0	0	0
	Investment income	0	0	0
	Other Income	5,777	5,155	11,727
	Sub-total	5,155	5,155	11,727

Pre-operating Expenses
	Lease and non-creditable option
	    payments on mining properties	0	0	0
	Loss on abandonment	0	0	    0
	Evaluation of mining properties	1,255	15,218	(2,000)
	Legal and accounting	 120	220	0
	Interest expense	10,284	8,584	28,606
	Administrative compensation	0	0	0
	Other administrative expense	3,4516,290	3,355
	Depreciation	0	0	0
	California Franchise tax	95	113	75
	Expense of uncompleted securities offering	0	0	0
	Other expenses	0	200,550	10
	Sub-total	15,205	230,974	30,046

Net operating income	(9,429)	(225,820)	(18,318)

Minority interest in loss of subsidiaries	0	223.145	(44)

Net gain/(loss)	$(9,429)	$7,325	`($18,362)

Primary gain/loss per share	$(0.002)	$0.001	($0.004)

Fully diluted gain/loss per share	$(0.001)	$0.001	($0.004)

See accompanying notes


MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(1990 through 2002 Unaudited)
	Dec. 31	Dec. 31	Dec. 31
	2002	2001	2000
Cash flows from operating activities:	$(9,429)	$7,325	($18,362)
Adjustments to reconcile net loss to
net cash used in operating activities:
	Depreciation and amortization	0	0	421
	Salaries and fees	0	0	423
	(Increase)Decrease in deposits	0	1,969	0
	(Increase)Decrease in pre-paid expenses	0	0	  0
	(Increase)Decrease in loans receivables	(4,064)	(40,775)	(2,906)
	Increase(Decrease) in accounts payables	8,816	  9,514	(12,313)
	Increase(Decrease) in long term loans	0	(117,324)	0
	Increase(Decrease) in deferred salaries	0	(182)	(31)
	Increase(Decrease) in income taxes payable	25	(1,376)	25
	(Increase) Decrease in property loss
	    due to abandonment	0	(238,670)	0
Gross cash used in operating activities	(4,651)	(379,519)	(15,225)

Cash flow from investing activities:
	Minority investment	 0 	8	(9)
	Purchase of equipment	0	0	0
	Proceeds from sale of equipment	0	0	0
	Purchase of mining property	0	0	0
Net cash provided by (used in) investing	0	8	(9)

Cash flows from financing activities:
	Issuance of Series B Stock	0	0	0
	Proceeds from sale of company stock	187,663	917,623	    0
	Increase (Decrease) in expiration of
	    Series A Preferred Stock	(187,663)	(163,726)	(8,821)
	Increase (Decrease) in expiration of 1984
	    Option Plan, Deferred Compensation	0	0	0
	Net borrowing from notes payable	4,683	(374,314)	40,366
	Net cash provided by financing activities	4,683	379,583	31,545

	Net increase (decrease) in cash	33	72	(2,051)
	Cash, beginning of period	82	10	2,062
	Cash, end of period	$115	$82	$10

Supplemental schedule of non-cash investing and financing
activities for the 347 months
from inception to December 31, 2002.

The Company has satisfied various liabilities (Note 3) by issuance of
stock or options
(Exercise price: $0.0001 per share) to acquire common stock:
		Stock Options		Stock
	Salaries	$686,125
	Equipment		0	$5,000
	Total	$686,125	$5,000

See accompanying notes


MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(1990 through 2002 Unaudited)
		Deficit Accumulated
		Issued and Outstanding	Paid-in	Since Inception
	Shares	Amount	Capital	February 1974
From Inception, February 24, 1974 thru December 31, 1998
	3,878,780	$4,982,795	$1,726,338	($6,805,299)

No shares were sold from Jan thru Dec 1999
Series A Preferred shares converted
    to common shares	153,390	278,313	(278,313)
Series A Preferred share options expired		(9,310)
1984 Stock option Plan Deferred Compensation
	Expiration of Options	41,250		(79,433)
Paid-in capital representing options to acquire
	a cumulative maximum of 1,442,544 common shares	0
December 31, 1999
   pre-operating net gain	        0	         0	         0	    56,758
As of December 31, 1999	4,075,420	$5,261,108	$1,359,282	($6,748,541)

No shares were sold from Jan thru December 2000
Series A Preferred shares converted
    to common shares	143,275	218,394	(218,394)
Series A Preferred options expired			(8,821)
Paid-in capital representing options
to acquire a cumulative maximum of
1,402,120 common shares			0
December 31, 2000
   pre-operating net loss	        0	         0	        0	(18,362)
As of December 31, 2000	4,218,696	$5,479,502	$1,132,066	($6,766,903)

No shares were sold from Jan thru Dec 2001
Shares issued to satisfy
	long-term loans	761,171	380,585
	long-term obligations	232,006	116,003
	AUGM debt guaranteed
	by MLGM	98,130	49,065
Series A Preferred shares converted
	to common shares	 295,270	219,969	(219,969)
Northern Mines Inc. Dissolution and issuance
	of MLGM stock,$0.50/share	416,486	208,243
Paid-in capital representing options to acquire
	a cumulative maximum of 1,163,616common shares	0
December 31, 2001 pre-operating
	net gain (loss)	        0	         0	       0	       7,325
As of December 31, 2001	6,021,759	$6,453,367	$912,098	($6,759,568)

No shares were sold from Jan thru Dec 2002
Series A Preferred shares converted
	to common shares	 253,737	187,663	(187,663)
Paid-in capital representing options to acquire
	a cumulative maximum of 924,918 common shares	0
December 31, 2002pre-operating
	net gain (loss)	        0	         0	       0	       (9,429)
As of December 31, 2002	6,275,496	$6,641,029	$724,435	($6,768,997)






See accompanying notes




MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
December 31, 2002

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, to engage primarily in the business of
mining. Its past
activities have consisted of acquiring rights in California to mining
properties in three
areas of interest - Calaveras County, Amador County and El Dorado
County. The Company would
then conduct preliminary exploration operations on the various properties.

A.	Effective January 1, 2001, the company has ceased to be a
development company since the
sole activity is identification and exploration of properties that the
Company believes have
the potential for economic recovery of minerals, especially gold.
In order to develop the
property into an economic mining operation, the Company will form a
joint venture for that
specific property.

B.	The accompanying statements for the years 2002, 2001 and 2000
have not been audited and
were prepared by the Company.

C.	The accounting records of the Company are maintained on the accrual basis.

D.	Office furniture owned by the Company was fully depreciated as
of December 31, 1997.

E.	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, 2002 are approximately $5.52 million.

F.	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.

G.	Primary earnings (loss) per share amounts are computed based
on the weighted average
number of share actually outstanding plus the shares that would be o
utstanding 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 Company's stock in private transactions in which
the Company knew the
price.  The weighted number of primary shares used in the computations
was 6,275,494 and
6,021,765 at December 31, 2002 and 2001, respectively.

2.	DESCRIPTION OF SUBSIDIARIES

A.	Amador United Gold Mines.  The Company incorporated Amador
United Gold Mines ("Amador")
in California on March 1, 1984. The Company owns 48.37% of the
outstanding shares of the
common stock of Amador as of December 31, 2002. There was no
activity by Amador in 2002, and
as of the date of this Form 1OKSB, Amador is inactive.

Amador owns 70,000 common shares of U.S. Energy, a Wyoming corporation.

B.	Northern Mines Inc.  The Company incorporated Northern Mines Inc.
("Northern")
in California on August 31, 1987.Northern Mines did "Wind-up and Dissolve"
effective June 30,
2001.Each common share of Northern stock was exchanged for one share
of the common stock of
the Company.

3.	MINING PROPERTIES

The following property leases held by MLGM is not subject to
third party agreements:

A. El Dorado County

The Company has property rights in El Dorado County, California,
consisting of approximately
584 acres at the "Big Canyon" mining area.

MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
December 31, 2002

a) Big Canyon Mining and Cattle Corporation Property: The lease,
with an option to purchase
for surface and mineral rights on 584.07 acres, made effective
July 1, 1996 was amended on
January 1, 2001.

	Minimum monthly payments are based on the price of gold, as follows:
Gold price less than $375 per ounce	$100 per month
Gold price between $375 and $425 per ounce	$200 per month
Gold price between $425 and $475 per ounce	$300 per month
Gold price between $475 and $525 per ounce	$400 per month
Gold price between $525 and $600 per ounce	$500 per month
Gold price more than $600 per ounce	$1,000 per month

Once Development and/or Exploration commences, the minimum monthly
 payment increases to
$1,500 per month through year ten of the Agreement, with annual
increases based on the
CPI (W) for the San Francisco-Oakland Metropolitan Area; commencing
with year 11 until
expiration of the Agreement, the minimum rent is $2,000 per month
with annual increases
based on the CPI (W) for the San Francisco-Oakland Metropolitan Area.

Once Mining has commenced, the minimum monthly payment is
$3,000 per month plus a
Production Royalty based on gold grade and Net Value:

	Average Gold Grade	Percentage of Net
	Mined in ore block	Value to Lessor
	0.00 - 0.0599	1.50%
	0.06 - 0.0999	2.00%
	0.10 - 0.1999	2.50%
	0.20 - 0.4999	3.25%
	0.50 - 0.9999	4.25%
	1.000 and above	5.00%

b) Fort Yuma Claims: Two unpatented lode claims, directly
owned by the Company, totaling
about 20 acres, are located in an area open to mineral entry under
the General Mining Law
of 1972.

B.	If all properties are retained, minimum lease payments are as follows:

	Year	Amount
	2003	$2,400
	2004	$2,400

4. STOCK OPTION PLANS

The Company has two active stock option plans: 1995 Stock Option
Plan for employees and
consultants; 1995 Directors' Plan which provides a maximum of
5,000 shares per year to each
director who has been a board member for at least three months
at the time of the annual
meeting of shareholders, or on December 31 of the year. Northern
Mines, Inc. did "Wind-up and
Dissolve" effective June 30, 2001; all option plans of Northern had
expired March 1, 2000.

During 2001, no options were issued or expired under either the
1995 Stock Option Plan or
under the 1995 Director's Plan.

As of the date of this Form 10KSB, these plans are summarized as follows:

A.	Incentive plans for employees, directors and consultants:

		Expiration	Exercise	Common Shares
	Plan	   Date	Price	Under Option
	1995 Plan	Jun 2005	$2.00	100,000
	1995 Directors' Plan	Jun 2005	$2.00	 40,000
		Total	140,000

MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
December 31, 2002

The exercise prices of the foregoing options were above market
prices at the date of grant, so
no compensation expense, or capital credit has been accounted
for in connection with these
options.

B. Compensatory options issued for services and/or in satisfaction of
indebtedness of Mother
Lode Gold Mines Consolidated:

(1)	Options on Series A Preferred stock, $10.00 per share
liquidation price, $.0001
exercise price, each convertible after six months to common stock
for a minimum of 2.1316
shares, increasing at a rate of 10% per annum to a maximum of
 3.3368 shares after five years,
and if the common stock has not been registered under the
Securities Act of 1933, then
increasing at 10% per annum to 5.4901 until final expiration at
the end of an additional five
years.

As of December 31, 2002: (a) a total of 174,696 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) 46,217 options were
exercised for a total of
253,738 common shares of MLGM

Minimum common shares on conversion: 371,956
							Shares			Amount of
				Exercise		Under			Expense or
				Price/Share 		 Option 		Debt Relief
Maximum, 5 year class	$.0001	 51,238
Maximum, 10 year class	$.0001	873,680
		924,918	$686,125

(2). Options on Series B Preferred stock, $10.00 per share liquidation
price, $.0001 exercise
price, each convertible to common stock for a minimum of 5.00 shares,
ncreasing at a rate of
0.05 shares per annum to a maximum of 5.25 shares after five 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.

Through December 31, 2002 a total of 4,775 options for preferred shares
were issued for lease
payments due to third parties at $10.00/share of preferred stock. Minimum
number of common
shares, based on Fourth Anniversary June 2002: 25,069

							Shares			Amount of
				Exercise		Under			Expense or
				Price/Share 		Option 		Debt Relief
Maximum, 5 year class 	0.0001	25,069 	$47,748
Combined, Series A and Series B	949,987	$733,873

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

1.Series A and Series B Compensatory Options, Maximum Shares of Common Stock

Balance January 1, 2002
	Series B Preferred	24,830
	Series A Preferred, 5 Year Expiration Class	76,502
	Series A Preferred, 10 Year Expiration Class	1,087,114
	Total	1,188,446
Net Changes, 2002
	Series B Preferred	239
	Series A Preferred, 5 Year Expiration Class	(25,264)
	Series A Preferred, 10 Year Expiration Class	(213,439)
Balance, December 31, 2002	949,987



MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
December 31, 2002

4. Stock Option Plans (Continued)

2. Non-incentive Stock Options

Balance January 1, 2002	140,000
	Options Expired:	0
	Options Issued	           0
Balance, December 31, 2002	140,000

5.	OFFICE LEASE

The Company shares 775 square feet at 1440 Concannon Boulevard,
Livermore, California, a one-
story office building in a business park. The Company's share of the
monthly rent is $260,
plus tax and operating escalations.



MOTHER LODE GOLD MINES CONSOLIDATED
(a Development Stage Company)
Years ended December 31, 2002, 2001 and 2000

SCHEDULE IV - INDEBTEDNESS OF AND TO RELATED PARTIES
	Indebtedness of:	I		Indebtedness to:
	Balance at			Balance at	Balance at			Balance at
Name of Person/entity	Beginning	Additions	Deductions
End	Beginning	Additions	Deductions	End

Unsolicited Subsidiaries
Amador United Gold Mines	$90,193	$0	$90,193
Other Affiliates
Frank P. Adams Trust				$3,641	    $3,641		$3,641
Analisa Adams				  0	0			0
Orrell & Company				  0	0			0
Frank M. Orrell				  3,279		0		3,279
Jacklyn A. Orrell				599			599
Byron S. James				  0	    x	0	0
Balances, December 31,2002	$90,193	$0	$90.193	$7,519	$	$0	7,519

Unsolicited Subsidiaries
Amador United Gold Mines	$49,418	$40,775	$90,193
Other Affiliates
Frank P. Adams Trust				$57,425	    $3,641	$57,425	$3,641
Analisa Adams				  71,452	0	71,452		0
Orrell & Company				  85,763	0	85,763		0
Frank M. Orrell				  75,960	3,279	75,960		3,279
Jacklyn A. Orrell				0	599			599
Byron S. James				  27,427	    x	27,427		0
Balances, December 31,2001	$49,418	$40,775	$90,193
$318,027	$7,519	$318,027	$7,519

Unsolicited Subsidiaries
Amador United Gold Mines	$46,512	$2,906	$49,418
Other Affiliates
Frank P. Adams Trust				54,525	2,899		$57,425
Analisa Adams				  67,753	3,699		71,452
Orrell & Company				  61,110	24,653		85,763
Frank M. Orrell				  72,306	3,654		75,960
Byron S. James				  25,722	1,705		27,427
Balances, December 31,2000	$46,512	$2,906	$49,418	$281,417	$36,610		$318,027






MOTHER LODE GOLD MINES CONSOLIDATED
(a Development Stage Company)
Years ended December 31, 2002, 2001 and 2000

SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT

	Balance at	Additions			Balance at
	Start of Year	at Cost	Retirements	Other	End of Year
Classification

December 31, 2002
Land (Mining Properties)	$618,332				$618,332
Equipment	47,821				47,821
Total	$666,153				$666,153

December 31, 2001
Land (Mining Properties)	$618,332				$618,332
Equipment	47,821				47,821
Total	$666,153				$666,153

December 31, 2000
Land (Mining Properties)	$618,332				$618,332
Equipment	47,821				47,821
Total	$666,153				$666,153


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

	Balance at	Additions			Balance at
	Start of Year	 at Cost	Retirements	Other	End of Year

Classification
December 31, 2002
Equipment	$50,480				$50,480

Classification
December 31, 2001
Equipment	$50,480				$50,480

December 31, 2000
Equipment	$50,480				$50,480



EXHIBIT INDEX

	NUMBER		EXHIBIT		Sequential Page
	11	Statements re Computation of Per-share Earnings		24
	22	Subsidiaries of the Company			27


Note: Exhibits 2, 3, 4, 6, 7, 9, 10, 12, 14, 25 and 28 specified
nder Item 601 of
Regulation S-K are not applicable and therefore are not include as
Exhibits with this
Form 10-KSB





EXHIBIT 11

(Statements re Computation of Per-share Earnings)




To



Form 10-KSB




For the Year Ending
December 31, 2002

Of


MOTHER LODE GOLD MINES CONSOLIDATED
And
CONSOLIDATED SUBSIDIARIES


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

	CUMULATIVE		12 MO TO	12 MO TO	12 MO TO
	DATE		SHARES	SHARES	MONTHS 		12/31/02 	12/31/01 	12/31/00
For the period 02/08/74 thru 12/31/98 (A,B,C)	299
01/01/99 (C)		32,326	4,595,852	3
03/31/99 (C)		0	4,595,582	1
04/30/99 (D)		41,250	4,637,102	2
06/30/99 (C)		95,037	4,732,139	3
09/30/99 (C)		28,713	4,760,852	3
12/31/99 (C)		31,640	4,792,044	3			14,377,476
03/31/00 (C)		32,342	4,824,834	3			14,474,502
06/30/00 (C)		32,342	4,857,176	3				14,571,528
09/30/00 (C)		36,141	4,893,317	3			14,679,951
12/31/00 (C)		42,450	4,935,767	3		14,807,301
03/31/01 (C,E)	1,163,447	6,099,214	3		18,297,642
06/30/01 (C,F)	487,626	6,587,840	3	19,763,520
09/30/01	 (C)	75,494	6,663,334	3	19,990,002
12/31/01	 (C)	75,494	6,738,828	3	19,763,520
03/31/02 (C)		75,494	6,814,322	3	20,442,966
06/30/02 (C	)	74,226	6,888,548	3	20,665,644
09/30/02	 (C)	52,009	6,940,557	3	20,821,761
12/31/02	 (C)	52,009	6,992,566	0	0	0	0
			81,693,801	72,858,465	58,103,457

MONTHS			12	12	12

WEIGHTED AVERAGE SHARES		6,807,817	6,071,538	4,841,955

NET INCOME/(LOSS)		$(9,429)	$7,325	($18,362)

EARNINGS/(LOSS) PER SHARE, FULLY DILUTED		$(.001)	$0.001	($0.004)

NOTES:
(A) Share amounts have been restated for the following: 5:1 stock split - 1977;
15:1 stock split - 1978; 10% stock dividend - 1984.
(B) Includes February 1992 cancellation of shares held by Northern Mines, Inc.,
an 82% owned subsidiary of Mother Lode Gold Mines Consolidated.
(C) Exercise of Series A options plus assumption of the exercise of
Series A preferred
shares previously
issued which could be converted on this date for the minimum number of shares.
(D) Exercise of 1984 Stock Option Plan deferred compensation options
for common stock of
the Company.
(E) Includes 993,177 shares issued for conversion of MLGM long term
obligations and
98,130 shares
for assumption of AUGM debt.
(F) Includes 416,486 shares issued by MLGM to shareholders of
Northern Mines Inc., an
82% owned
subsidiary of MLGM, upon the dissolution of NMI.


MOTHER LODE GOLD MINES CONSOLIDATED
AND SUBSIDARIES
EARNINGS PER SHARE
(PRIMARY

	CUMULATIVE		12 MO TO	12 MO TO	12 MO TO
	DATE		SHARES	SHARES	MONTHS 		12/31/02 	12/31/01 	12/31/00
For the period 02/08/74 thru 12/31/98(A,B,C)	299
01/01/99 		0	3,878,780	3
03/31/99 		0	3.878,780	1
04/30/99 		41,250	3,920,030	2
06/30/99 (C		95,037	4,015,067	3
09/30/99 (D)		28,713	4,043,780	3
12/31/99 (D)		31,640	4,075,420	3			12,226,260
03/31/00 (D)		32,342	4,107,762	3			12,323,286
06/30/00 (D)		32,342	4,140,104	3				12,420,312
09/30/00 (D)		36,141	4,176,245	3			12,528,735
12/31/00 (D)		42,450	4,218,695	3		12,656,085
03/31/01 (D,E)	1,163,447	5,382,142	3		16,146,426
06/30/01 (D,F)	487,626	5,870,768	3		17,612,304
09/30/01	 (D)	75,494	5,946,262	3		17,838,786
12/31/01	 (D)	75,494	6,021,756	3	17,612,304
03/31/02 (D)		75,494	6,097,250	3	18,291,750
06/30/02 (D)		74,226	6,171,476	3	18,514,428
09/30/02	 (D)	52,009	6,223,485	3	18,670,455
12/31/02	 (D)	52,009	6,275,494	0	0	0	0
								73,088,937	64,253,601	49,498,593

MONTHS					12	12	12

WEIGHTED AVERAGE SHARES		6,090,745	5,354,467	4,841,955

NET INCOME/(LOSS)		$(9,429)	$7,325	($18,362)

EARNINGS/(LOSS) PER SHARE, FULLY DILUTED			$(.002)	$0.001	($0.004)

NOTES:
(A) Share amounts have been restated for the following: 5:1 stock split - 1977;
15:1 stock split - 1978; 10% stock dividend - 1984.
(B) Includes February 1992 cancellation of shares held by Northern Mines, Inc.,
an 82% owned subsidiary of Mother Lode Gold Mines Consolidated.
(C) Exercise of Series A options plus assumption of the exercise of
Series A preferred
shares previously
issued which could be converted on this date for the minimum number of shares.
(D) Exercise of 1984 Stock Option Plan deferred compensation
options for common stock of
the Company.
(E) Includes 993,177 shares issued for conversion of MLGM long term
obligations and
98,130 shares
for assumption of AUGM debt.
(F) Includes 416,486 shares issued by MLGM to shareholders of
Northern Mines Inc., an
82% owned
subsidiary of MLGM, upon the dissolution of NMI.







EXHIBIT 22

(Subsidiaries of the Company)

To

Form 10-KSB

For the Year Ending
December 31, 2002

Of

MOTHER LODE GOLD MINES CONSOLIDATED



Subsidiaries of Mother Lode Gold Mines Consolidated (the "Company") and the
percentage ownership by the Company are as follows:

	Pacific FarEast Minerals, Inc. ("PFEM") The Company owns 30.84%
the outstanding common shares (the only outstanding security) of PFEM.

	Amador United Gold Mines ("AUGM") The Company owns 48.37% of
the outstanding common shares (the only outstanding security) of AUGM.

	Northern Mines Inc. ("NMI"). NMI did "Wind-up and Dissolve" effective
June 30, 2001.

AUGM is a California corporation and PFEM is a Nevada corporation.
Each corporation does
business only under its corporate name.
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