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, 2006

_ 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.        Yes  X
 No __

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

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

		Class					      Outstanding
	Common Stock without par value,		7,322,438
as of December 31, 2006

Total Pages: 28
Exhibit Index on Page: 25



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	5

Item 8. Changes In and Disagreements With Accountants an Accounting
and Financial Disclosure                                               6

Item 8A. Controls and Procedures	6

PART III

Item 9. Directors and Executive Officers of the Registrant
Compliance with Section 16(a) of the Exchange Act	6

Item 10. Executive Compensation	8

Item 11. Security Ownership of Certain Beneficial Owners and Management
And Related Stockholders Matters	8

Item 12. Certain Relationships and Related Transactions	9

Item 13. Exhibits and Reports on Form 8-K	9

Item 14. Principal Accountant Fees and Services	9

SIGNATURES	10

CERTIFICATION OF PERIODIC REPORT	11

FINANCIAL STATEMENTS	13

NOTES TO FINANCIAL STATEMENTS	17

EXHIBIT INDEX	24

EXHIBITS	25



PART I

ITEM 1.	DESCRIPTION OF BUSINESS

A.	Summary. During 2006 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
24.18% of the common
stock.

Effective December 31, 2004, the Company allowed the lease for the Big Canyon
property to expire and did not renew its mining claims.

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 2006. PFEM is a Nevada
corporation and AUGM
is a California corporation. The Company's 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
24.18% 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.	El Dorado County, California

During 2004, the Company relinquished its mineral claims in
 El Dorado County ($2,000)
and did not renew the Big Canyon lease ($608,840). These
two actions reduced the
Companys assets by $610,840. As of the date of this report,
the Company has no
mining properties. Amador United Gold Mines, an investee company of MLGM, holds
certain mineral rights to 204 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 2006 an annual meeting for 2005 was not held due to the inactivity of the
Company. Hence, no matters were submitted to a vote of security holders.



PART II

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

A. Common Stock. The no-par common stock of the Company has
traded on the pink sheet
market since 1980 on an intermittent basis. The Company has sought brokers, but
currently interest is limited to one dealer in the pink sheets due to the low
activity of the Company.
<table>
<caption>
High/Low Bid Price Data
 <c>           <C>          <c>
2006          High         Low
             $0.05        $0.001

2005          High         Low
             $0.05        $0.001

2004          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 2004, 37,892 options were exercised;
in 2005, 37,892
options were exercised and in 2006 37,892 options were exercised,
leaving a balance
of 22,928 Series A options. These options have expiration dates from J
anuary 31, 2006
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 has granted 4,775 shares
of this preferred
convertible stock. The Company did not call any of these stock and
all of the Series
B options expired in March 2006.

ITEM 6. Management's 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
 Pacific FarEast Minerals
Inc. As of December 31, 2006, the only outstanding loan to the
Company was by Pacific
FarEast Minerals, Inc. The total of principal and interest was
 $8,210, an increase of
$538 in accrued interest since December 31, 2005.

As of December 31, 2004 previous advances to Amador United Gold
 Mines for land and
administrative services totaled $101,761, and previous long-term loans totaled
$103,267, principal plus accrued interest. At the end of 2004, these
 two amounts were
combined to a single long-term loan that accrues simple interest
at an annual rate of
8%. As of December 31, 2006 the total of principal and accrued
interest was $230,523,
an increase of $12,723 in accrued interest of since December 31, 2005.
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.

During the Year 2006 there were no placement sales of common
stock of the Company.
However, 208,028 shares of common stock were issued in 2006
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. Management's Discussion and Analysis of Financial Condition and Results of
Operations: For the twelve months ending December 31, 2006, 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, 2006
was $145,627, compared
with a loss of $26,731 for the twelve months ending December 31, 2005

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 MLGM's 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, 2006, Pacific FarEast Minerals, Inc. had
8,581,352 shares of
common stock outstanding (the only security). MLGM owned
2,074,591 shares, or 24.18%.

During the year 2006, PFEM's 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 150 sq km.
Special emphasis was placed
on the development of a large shear zone structure, more
particularly known as the
South GuanDingShan project.  Adjacent to the shear zone PFEM
did extensive soil
sampling and trenching work on the North GuanDingShan area, in
which it has
identified a large potential epithermal gold and copper
anomalous zone,  this
important observation will be further explored during the 2007
field season.

Development work in the form of an adit and cross cut was driven
across the South
GuanDingShan shear zone over five quartz veins showing strong
surface values from
trenching results. Exploration results from the 2006 field season produced
encouraging results relative to the possibilities of either high grade
 or bulk mining
possibilities.  Further development work has been scheduled as a first order of
business in 2007.  This work will be directed toward finding a suitable
 location to
develop a second adit and cross cut at the valley floor level of
GuanDingShan
Mountain, where it is believed the possibility of secondary ore
enrichment of this
interesting prospect exists.

PFEM was able to affirm its relations with Officials and responsible
 parties in the
area by its conduct and concern for the environment and the safety of
 the community
during the conduct of exploration and development work performed during 2006.

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 believe that
by his resignation, Mr. Anderson violated certain tenants of the
Founders Agreement
dated July 13, 1998. The company and Founders are currently
 in negotiations regarding
a reduction in the percentage of Founder's shares he retains.

Amador United Gold Mines ("AUGM"). There was no activity by this
corporation during
the Year 2006. AUGM owns two assets:(1) 266,000 common
shares of Sutter Gold Mining,
Inc., a Canadian corporation;(2) mineral rights on 204.50 acres of
 the Argonaut Mine
located in Amador County, California. 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. Management's Discussion of Actions by the Securities and
 Exchange Commission. On
September 8, 2005, the Company received a letter from the Securities
 and Exchange
Commission that cited several areas of concern and needed clarification in the
December 31, 2004 Form 10KSB filing. One issue was the absence of
 audited financial
statements for the year ending December 31, 2004. A letter of response
 was submitted
to the SEC on October 16, 2005 and electronically filed on March 2, 2006.
A revised
Form 10KSB/A was electronically filed on October 3, 2006.

On February 21, 2006, the Company received a letter from the
Securities and Exchange
Commission that again cited the need for audited financial statements
for the period
ending December 31, 2004. The Company's 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."

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, 2006 and 2005.
(b) Statements of Operations for the Years Ended December 31, 2006, 2005
and 2004.
(c) Statements of Cash Flow for the Years Ended December 31, 2006, 2005
and 2004.
(d) Statements Shareholders Equity for the Years Ended December 31,
2006, 2005 and 2004.

	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 Company's Financial
Statements for the year ended
December 31, 2006. 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,      2006          2005         2004         2003        2002
(Dollars in thousands, except per share figures)
A.Income
A. Total Revenues             $13           $71          $16           $5         $6
	B. Income Gain(Loss) From Continuing Operations
1. Dollars               $(146)         $(27)       $(707)        $(76)      $(81)
2. Per Share,
A. Primary           $(.020)       $(.004)      $(.108)      $(.012)     (.013)
B. Fully Diluted     $(.020)	       $(.004)      $(.108)      	$(.012)    $(.013)
C. Total Assets              $309          $453         $530       $1,242     $1,303
D. Long Term Debt              $8            $8          $83          $77        $70
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 Company's disclosure controls and
procedures meet
the need of the Company. The Company is inactive and hence receives
no operating
income. The only receipts were less than $150.00 in 2006 for stock
transfers (the
Company acts as its own transfer agent) Expenditures are limited to
bank fees,
State of California minimum income tax and an annual fee for director
registration
with the California Secretary of State.

Item 308, Regulation S-B: Items (1) thru (3) are complied with
under the Company's
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, 2005
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       55    Director (ABC)        1984           394,369(3)     5.23%

Byron S. James      74     Director,
                           Secretary
                           Chief Financial
                           Officer (C)            1976(4)         786,771(5)   10.44%

Kevin J. Keen       56     Director (B)           2004           177,596(6)    2.36%

Frank M. Orrell     73     Director,
                           Chairman,
                           Chief Executive
                           Officer (AC)           1974          1,823,471(7)   24.20%

Paul Yuan           51     Director               2006                  0         0%

All officers and directors as a group:                          3,182,207      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 7,322,438 total outstanding common
shares plus 100,000
outstanding options that could have been purchased plus Series A deferred
compensations options that could have been converted to 112,594
common shares by
December 31, 2006.

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 349,683 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, 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. Mr. James became a director in 1988.

5. Includes 737,669 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 42,368 shares of common stock on December 31, 2006.

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.
 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.

Note: Each person named above also holds the same position(s) with
the Compan'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.

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.; from January 1997 to November 1999, a
mortgage broker with
Commercial Mortgage and Investment Co.

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 People's Republic of China, and since
January 1989, a
resident of the United States. Since November 2003, he has been a
mining consultant
to PFEM and 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. 2006 Compensation

The Board establishes the levels of compensation for the active
 executives. No cash
payments for executive salary 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.
No options have
been granted since June 1998.

B.	Stock Options

The Company had two active stock option plans (a) 1995 Plan and
(b) Directors Plan,
both of which 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. 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. The Plan
expired on June 19, 2005.

As of December 31, 2006: there were 100,000 options outstanding u
nder the 1995 Plan.
These options expire in April 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, 2006.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

A. Security Ownership of Certain beneficial Owners

As of December 31, 2006 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:


<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                  786,7712                               10.44%
       1312 Concannon Boulevard
       Livermore, CA 94550

       Frank M. Orrell               1,823,4713                     24.20%
       1312 Concannon Boulevard
       Livermore, CA 94550
</table>

1. Percentages are based on 7,322,438 total outstanding common
shares plus 100,000
outstanding options that could have been purchased plus
Series A deferred
compensations options that could have been converted to 112,594
common shares by
December 31, 2006.

2. Includes 737,669 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 42,368 shares of common stock on December 31, 2006.

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 2006, the Company filed
one Form 8-K report,
on September 8, 2006. This report was filed in accordance with
Section 8, Item 8.01,
Other Events of the Securities Exchange Act of 1934

"Pacific FarEast Minerals, Inc. ("PFEM"), an Investee corporation of
Mother Lode Gold
Mines Consolidated ("MLGM"), conducts geologic operations in the
People's Republic of
China for the purpose of locating deposits of gold, and other metals,
that may have
economic potential for mining operations. One such project is
 located in the County
of Weichang, Province of Hebei, People's Republic of China, and is
 referred to as
"The Weichang Project".

"PFEM has issued a report to shareholders, titled "Corporate Update",
dated September
8, 2006, describing the progress of PFEM and The Weichang project
in particular.

"MLGM deems this report to be of importance to the security holders
 of MLGM. MLGM
currently holds a 29.9% interest in PFEM. PFEM's report is submitted herein.

"In addition to PFEM's corporate update report to shareholders,
MLGM received, on
September 21, 2006, a copy of the Audit of Accounts for the Chengde Great Wall
Minerals Company, Ltd. by the Chengde Zhengyuan Accountant's Office Co., Ltd.,
Chinese registered accountants, 50 Xinxing Street, Shuanggiao, Chengde, Hebei
Province, China. The Chengde Great Wall Minerals Company, Ltd. is owned
100% by PFEM.
This report is submitted herein."

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
(The balance of this page intentionally lefty blank)



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,
Chairman, CEO	Chief Financial Officer
Date: March 29, 2007	Date: March 29, 2007


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/A/ of the Company for the
annual period ended
December 31, 2005(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 29, 2007	Date: March 29, 2007

(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 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 annual 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
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 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
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: March 29, 2007


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 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 annual 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
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 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 i
nternal 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
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: March 29, 2007

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, 2006 and 2005 (Unaudited)
<caption>
ASSETS

                                                           <C>            <C>
                                                              December 31    December 31
                                                                 2006           2005
                                                              (Unaudited)    (Unaudited)
Current Assets
     Cash                                                        $ 42             $183

Total current assets                                               42              183

Other Assets
     Loan receivable, Amador United Gold Mines                230,524          217,800
     Investment, Amador United Gold Mines                     (21,129)         (14,446)
     Investment, Pacific FarEast Minerals                     100,025          249,688
     Prepaid State Taxes                                            0               25

Total other assets                                            309,420          453,067

TOTAL ASSETS                                                 $309,462         $453,250

LIABILITIES AND SHAREHOLDERS EQUITY

Current Liabilities
     Accounts payable                                          $1,200               $0

Total current liabilities                                       1,200                0

Non-current liabilities
     Notes payable	                                               0                 0
     Note Payable, Pacific FarEast Minerals, Inc.              8,211             7,572
     Deferred fees payable                                         0                 0

Total non-current liabilities                                  8,210             7,572

Stockholder's equity
     Common stock, without par value,
     Authorized, 15,000,000 shares:
     Issued and outstanding, December 31
     2006:7,322,438
     2005:7,114,410                                        7,331,933          7,176,955
Paid-in capital representing rights to acquire
a maximum of 125,872 shares (Note 4)                         102,302            257,280
Deficit accumulated                                       (7,134,184)        (6,988,557)

Net stockholder's equity                                     300,051            445,678

                                                            $309,462           $453,250
</table>





See accompanying notes


<table>
MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF OPERATIONS
For the Years Ending December 31, 2006, 2005 and 2004 (Unaudited)
<caption>

                                                   <c>          <c>           <c>
                                                      Year Ended   Year Ended    Year Ended
                                                        Dec. 31      Dec. 31       Dec. 31
                                                         2006         2005          2004
Revenues:
Income from asset write-off                        $     0       $58,303     $ 11,256
Interest income                                     12,630        12,626        4,512
Miscellaneous income                                   170            20          430

                                                        12,800        70,949       16,198

Expenses
Loss on abandonment                                       0	             0      610,840
Legal and accounting                                    125           125           25
Property payments                                         0         2,400        2,400
Interest expense                                        538         5,357        1,610
Other administrative expense                          1,418           158        1,647
California Franchise tax                                  0             0           25

                                                         2,081         8,040      616,547

Net operating Loss                                     $10,719       $62,909    $(600,349)

Other
Investee Loss, Amador United Gold Mines                 (6,683)       16,738       (3,082)
Investee Gain, Pacific FarEast Minerals               (149,663)     (106,377)    (103,792)

                                                      (156,346)     ( 89,639)    (106,874)

Net Loss                                             $(145,627)     $(26,731)   $(707,223)

Primary gain/loss per share                            $(0.020)      $(0.004)     $(0.108)
Fully diluted gain/loss per share                      $(0.020)      $(0.004)     $(0.108)
</table>
(The balance of this page intentionally left blank)



MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF CASH FLOW
For the Years Ending December 31, 2006, 2005 and 2004 (Unaudited)
<table>
<caption>

                                                    <c>          <c>           <c>
                                                       Year Ended   Year Ended    Year Ended
                                                         Dec. 31      Dec. 31       Dec. 31
                                                          2006         2005          2004

Cash flows from Operations and Other:                 $(145,627)     $(26,731)    $(707,223)
Adjustments to reconcile net loss to
net cash used in operations:
(Inc)Dec in loans receivables                      (12,723)       (12,772)      (4,711)
(Inc)Dec in property due to abandonment                 (0)       (58,303)     610,840
Inc(Dec) in advances to PFEM                             0              0          (60)
Inc(Dec) in accounts payables                        1,200        (43,883)          93
Increase(Decrease) in income taxes payable	              25            (25)     (11,256)

Gross cash used in operations                          (157,125)      (141,714)    (112,317)

Cash flow from Financing:
Net cash provided in financing:                        638          52,116        5,480

Net cash provided by financing activities              638          52,116        5,480

Cash Flows from Other
Equity in Amador United Gold Mines                   6,683         (16,738)       3,082
Equity in Pacific FarEast Minerals                 149,663         106,377      103,792
Net cash provided by Other                         156,346          89,639      106,784

Net increase (decrease) in cash                           (141)              41          37
Cash, beginning of period                                  183              143         106
Cash, end of period                                       $ 42             $183        $143


Supplemental disclosure of cash flow information:

Cash paid for state income tax:                            $25              $25         $25
</table>
(The balance of this page intentionally left blank)




MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY
For the Years Ending December 31, 2006, 2005 and 2004 (Unaudited)
<table>

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

December 31, 2003	6,483,528	$6,796,008	$569,456	$(6,254,603)	1,110,862

Issuance of common stock upon exercise
of Series A stock options	209,286	157,198	(157,198)		0
Net gain/(loss)	        0	         0	       0	(707,223)	(707,223)

Balance at 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				 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
<FN>
<F1>
(1) Paid-in capital represents Series A options to acquire a cumulative maximum of common shares:

December 31, 2004	464,823 shares
December 31, 2005	333,900 shares
December 31, 2006	125,872 shares
</FN>
</table>

(The balance of this page intentionally left blank)


MOTHER LODE GOLD MINES CONSOLIDATED/
NOTES TO FINANCIAL STATEMENTS
December 31, 2006

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. I
ts 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.
Currently, the
Company has no such activities and directs all of its activities to assist
 Pacific FarEast
Minerals, Inc.

A.	The Company has restated its previously issued 2004, 2003 and
2002, consolidated
financial statements to treat their holdings in the affiliated companies on
an investee basis,
and not on a subsidiary basis. This reflects the investments in Amador
United Gold Mines and
Pacific FarEast Minerals, Inc.

B.	The accompanying statements for the years 2006, 2005 and 2004
 have not been audited and
were prepared by the Company.

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

D.	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, 2006, based on the past 15 years, are approximately $5.3 million.

E.	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.

F.	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 Company's stock in private transactions in
 which the Company knew the
price.  The weighted number of primary shares used in the computations
 was 7,322,438 and
7,114,410 at December 31, 2006 and 2005, respectively.

G. 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 Company's 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

H. The Articles of Incorporation, as amended on June 9, 1988, authorized
the issuance of
15,000,000 shares of Common Stock and 3,000,000 shares of Preferred Stock.

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% o
f the outstanding
shares of the common stock of Amador as of December 31, 2006.
There was no activity
by Amador in 2004, and as of the date of this Form 1OKSB, Amador is inactive.

Amador owns (1) 266,000 common shares of Sutter Gold Mining, Inc., a Canadian
corporation, and (2) the mineral rights on 200.24 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
24.18% of the outstanding shares of the common stock of PFEM as
of December 31, 2006.
The activity of PFEM is further described in Item 6, Managements
Discussion and
Analysis of this report.

3.	MINING PROPERTIES

A. El Dorado County

During 2004, the Company held property rights in El Dorado County, California,
consisting of approximately 584 acres at the "Big Canyon" mining area.

a) Big Canyon Mining and Cattle Corporation Property: The lease,
with an option to
purchase the surface and mineral rights on 584.07 acres, made
effective July 1, 1996
was amended on January 1, 2001. The lease had an expiration
date of December 31,
2004. The Company chose not to renew the lease due to restricted
mining opportunities
in California and the length of time now required to obtain a mining
permit in
California, therefore, the lease terminated December 31, 2004.

b) Fort Yuma Claims: The Company did not make the annual filings in
2004 required to
hold these two unpatented lode claims and thereby relinquished the claims.

4. STOCK OPTION PLANS

	As of December 31, 2006 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. At the time of granting, the options
 were valued at the
amount of the salary or other amounts owed, and were recorded
in these amounts as
paid-in capital, with offsets to expense, or accounts payable as
appropriate. Granted
options expire on the tenth anniversary of the grant date. Under the 1995 plan,
100,000 options expire April 21, 2007. Under the directors 1995 Plan,
20,000 options
expired August 3, 2005 and 20,000 options expired December 12, 2006.
As of the date
of this report, the options still outstanding are summarized on the
following page as
follows:


A.	Incentive plans for employees, directors and consultants:
<table>

       <c>                     <c>              <c>                   <c>
                                                                         Common
                                  Expiration       Exercise              Shares
             Plan                 Date             Price                 Under Option
          1995 Plan               Jun 2005         $2.00                 100,000
          1995 Directors Plan    Jun 2005         $2.00                       0
                                                                Total    100,000
</table>

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. Both Plans expired on June 19, 2005
and continuation
of the options granted there under will be governed as specified in
the individual
option plan.

B. 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.

As of December 31, 2006: (a) a total of 22,928 options for
 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) during
2006,
37,892 options were exercised for a total of 208,028 common shares of
MLGM. Maximum
number of common shares is 125,872 if the outstanding Series A Options
are held until
the tenth anniversary.

<table>
<captions>

                        <c>                 <c>                 <c>
                                               Shares              Amount of
                           Exercise            Under               Expense or
                          Price/Share          Option              Debt Relief
Maximum, 10 year class	   $0.0001              125,872
                                              125,872              $66,212
</table>
(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,
increasing 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. These options expired in June 2006.

<table>
<captions>

                        <c>                 <c>                 <c>
                                               Shares              Amount of
                           Exercise            Under               Expense or
                           Price/Share         Option              Debt Relief
Maximum, 5 year class	      $0.0001                   0             $      0
Combined, Series A and Series B                125,872             $ 66,212
</table>

C.	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, 2006
     Series B Preferred                                                25,069
     Series A Preferred, 10 Year Expiration Class                     333,900
            Total                                                     358,969

Net Changes, 2006
     Series B Preferred                                               (25,069)
     Series A Preferred, 10 Year Expiration Class                    (208,028)
Balance, December 31, 2006                                            125,872

B. Non-incentive Stock Options

Balance January 1, 2006                                               120,000
    Options Expired:                                                  (20,000)
    Options Issued                                                          0
Balance, December 31, 2006                                            100,000


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.

(The balance of this page intentionally left blank.)



MOTHER LODE GOLD MINES CONSOLIDATED
Years ended December 31, 2005, 2004 and 2003

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 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


YEAR 2004
Unsolicited Investee Companies
Amador United Gold Mines  $200,317   $4,711             $205,028
Pacific FarEast Minerals, Inc.                                             $0       $4,112      $0      $4,112

Other Affiliates
Frank P. Adams Trust                                                     9,120         670        0      9,790
Frank M. Orrell                                                          6,851         509        0      7,361
Jacklyn A. Orrell                                                        2,777         188        0      2,964
Balances, Dec 31,2004    $200,317     $4,711            $205,028       $18,748      $5,479       $0    $24,227
</table>




MOTHER LODE GOLD MINES CONSOLIDATED
Years ended December 31, 2004, 2003 and 2002
<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, 2006
Land (Mining Properties)       $0	                                                     $0
Total                          $0                                                     $0


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


December 31, 2004
Land (Mining Properties) $610,840	                                (610,840)            $0
Total                    $610,840	                                (610,840)            $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, 20065
Equipment                 $50,480                                                $50,480

Classification
December 31, 20054
Equipment                 $50,480                                                $50,480

December 31, 20043
Equipment                 $50,480                                                $50,480
</table>
(The balance of this page intentionally left blank)



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, 2006

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>
<caption>

	<c>	<c>	<c>	<c>	<c>	<c>	<c>
	CUMULATIVE		12 MO TO	12 MO TO	12 MO TO
	DATE		SHARES	SHARES	MONTHS 		12/31/06 	12/31/05 	12/31/04
For the period 2/8/74 thru 12/31/03 (A)
01-01-04	 (B)	52,008	6,483,528		3		19,450,584
03/31/04	 (B)	52,008	6,535,536		3		19,606,608
06/30/04 (B)		53,276	6,588,512		3		19,766,436
09/30/04	 (B)	51,995	6,640,807		3		19,922,421
12/31/04	 (B)	52,007	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,C)	265,575	7,114,410		3			21,343,230
03/31/06 (B)		52,007	7,166,417	3	210499,251
06/30/06 (B)		52,007	7,218,424		3	21,655,272
09/30/06 (B)		52,007	7,270,431	3	21,811,293
12/31/06 (B,D)	52,007	7,322,438		0
				86,309,046	81,249,894	78,746,049

MONTHS					12	12	12

WEIGHTED AVERAGE SHARES	7,192,421	6,770,825	6,562,171

NET INCOME/(LOSS)	$(145,627)	$(26,731)	$(707,223)

EARNINGS/(LOSS) PER SHARE, FULLY DILUTED	$(0.020)	$(0.004)	$(0.108)
</table>


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)




MOTHER LODE GOLD MINES CONSOLIDATED
EARNINGS PER SHARE
(PRIMARY

<table>
<caption>

	<c>	<c>	<c>	<c>	<c>	<c>	<c>
	CUMULATIVE		12 MO TO	12 MO TO	12 MO TO
	DATE		SHARES	SHARES	MONTHS 		12/31/06 	12/31/05 	12/31/04
For the period 2/8/74 thru 12/31/03 (A)
01-01-04	 (B)	52,008	6,483,528		3		19,450,584
03/31/04	 (B)	52,008	6,535,536		3		19,606,608
06/30/04 (B)		53,276	6,588,512		3		19,766,436
09/30/04	 (B)	51,995	6,640,807		3		19,922,421
12/31/04	 (B)	52,007	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,C)	265,575	7,114,410		3			21,343,230
03/31/06 (B)		52,007	7,166,417	3	210499,251
06/30/06 (B)		52,007	7,218,424		3	21,655,272
09/30/06 (B)		52,007	7,270,431	3	21,811,293
12/31/06 (B,D)	52,007	7,322,438		0
				86,309,046	81,249,894	78,746,049

MONTHS					12	12	12

WEIGHTED AVERAGE SHARES	7,192,421	6,770,825	6,562,171

NET INCOME/(LOSS)	$(145,627)	$(26,731)	$(707,223)

EARNINGS/(LOSS) PER SHARE, FULLY DILUTED	$(0.020)	$(0.004)	$(0.108)
</table>


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)

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