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, 2005

_ 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	(I.R.S. Employer
incorporation or organization)						Identification Number)

1312 Concannon Boulevard Livermore, CA 94550
(Address of principal executive offices)

(925) 606-5939
Issuer's Telephone Number

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.
TRADING SYMBOL: MLGM

		Class							Outstanding
	Common Stock without par value,				7,114,410
								as of December 31, 2005

								Total Pages: 25
								Exhibit Index on Page: 22





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. Management's Discussion and Analysis	4

Item 7. Financial Statements	5

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

Item 8A. Controls and Procedures	5

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	7

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	10

SIGNATURES	11

CERTIFICATION OF PERIODIC REPORT	12

FINANCIAL STATEMENTS	13

NOTES TO FINANCIAL STATEMENTS	17

EXHIBIT INDEX	23

EXHIBITS	24



PART I

ITEM 1.	DESCRIPTION OF BUSINESS

A.	Summary. During 2005, the Company's 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 2004. 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 i
n El Dorado County ($2,000)
and did not renew the Big Canyon lease ($608,840). These
two actions reduced the
Company's 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
mineral rights to 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 an office park.

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
2006an 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.

(The balance of this page intentionally left blank)



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.

High/Low Bid Price Data

        2005	High	Low
        			$0.05		$0.001

        2004			High		Low
	$0.05	$0.01

        		2003			High		Low
	$0.25	$0.01

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 2003, 37,892
options were exercised; in 2004, 37,892 options were exercised
and in 2005, 37,892 options
were exercised, leaving a balance of 60,820 Series A options.
These options have expiration
dates from January 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. As of the date
of this Form 10-KSB the Company has not called any of the stock and
 no options have been
exercised. These options expire in March 2006

ITEM 6. Management's Discussion and Analysis

For the twelve months ending December 31, 2005, the land holdings of the
Company were reduced
by (1) relinquishing mining claims ($2,000) and (2) non-renewal of the
Big Canyon lease
($608,840). 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, 2005 was
$26,731, compared with a
loss of $707,223 for the twelve months ending December 31, 2004

In order to maintain operations of the Company, private loans were
made by officers and
directors of the Company. During 2005, Pacific FarEast Minerals, Inc.
made additional loans to
the Company, which totaled $7,572, principal and interest, as of
 December 31, 2005.

As of February 17, 2003, the Company had advanced $6,274 to
Pacific FarEast Minerals, Inc.
Effective February 17, 2003 PFEM issued 34,591 shares of its
common stock to the Company as
repayment for these advances, at a conversion rate of $0.18138
per share of PFEM.

As of December 31, 2004 the Company had made advances to
Amador United Gold Mines for land and
administrative services in the amount of $101,761, and had
 made long-term loans totaling
$103,267, principal plus accrued interest. At the end of 2004,
 the advance amount of $101,761
was added to the long-term loan and will accrue interest at
 the annual rate of 8% simple
interest. The balance at December 31, 2005 was $217,800.
AUGM has a stock interest in a
Canadian mining company and mineral rights to the former
 Argonaut mine near Jackson,
California.

During the Year 2005 there were no placement sales of common
 stock of the Company. However,
208,028 shares of common stock were issued in 2005 from the
exercise of Series A options for
Deferred Compensation. In addition, the Company converted
 $68,770 of long term debt to 213,568
shares common stock at $0.322 per share. The Board of Directors
 believes this is a fair price
for the common stock.

As of December 31, 2005, there were 7,144,410 shares of common
stock issued and outstanding.

Management's discussion of its investee companies, Pacific
FarEast Minerals, Inc. and Amador
United Gold Mines, follows:

Pacific FarEast Minerals, Inc. ("PFEM").
PFEM is a Nevada corporation. As of December 31, 2005, Pacific
 FarEast Minerals, Inc. had
8,581,352 shares of common stock issued and outstanding
 (the only outstanding security). MLGM
owns 2,074,591 shares, or 24.18% as of the date of this Form 10KSB report.

During the year 2005 Pacific FarEast Minerals was granted a prospecting
permit for certain
prospective properties in Weichang, Hebei Province, the People's Republic
 of China. Previously
the Company (PFEM) had filed eight permits with the Ministry of Land and
 Resources which were
being processed by that entity and other required regulatory authorities.

Amador United Gold Mines ("AUGM").
AUGM is a California corporation. There was no activity by this corporation
during the Year
2005. 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. As of December 31, 2005, AUGM had 7,169,925 shares
of common stock issued and
outstanding (the only outstanding security). MLGM owns 3,456,159 common
shares or 48.20% as of
the date of this Form 10KSB report.

Other. 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. On that date,
MLGM owned 26.21% of the common stock of PFEM. It was contemplated
 that MLGM would bring
sufficient value to the merger to increase its ownership of PFEM to 40%.
As a further
condition of the proposed merger, PFEM was required to obtain a
prospecting permit for the
designated Weichang property. The necessary permits were granted
on April 1, 2005.

The issuance of the Prospecting Permit completed the 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
and problems related to its SEC filings, audit and other problems.

ITEM 7. Financial Statements

A. List of Financial Statements and Exhibits

	1. List of Financial Statements
		(a) Balance Sheets as of December 31, 2005 and 2004.
(b) Statements of Operations for the Years Ended December 31, 2005, 2004 and
2003.
		(c) Statements of Cash Flow for the Years Ended
December 31, 2005, 2004 and 2003.
(d) Statements Shareholder's Equity for the Years Ended December
 31, 2005, 2004
and 2003.

	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.

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, 2005. This information
should be read in conjunction with such Financial Statements and
 the Notes thereto.



Year ended December 31,	2005	2004	2003	2002	2001
(Dollars in thousands, except per share figures)
A.Income
Exploration Agreements 	$0	$0	$0	$0	$0
B. Total Revenues	$71	$16	$5	$6	$5
	C. Income Gain(Loss) From Continuing Operations
1. Dollars	$(27)	$(707)	$(76)	$(81)	$(18)
2. Per Share,
A. Primary	$(.004)	$(.108)	$(.012)	$(.013)	$(.001)
B. Fully Diluted	$(.004)	$(.108)	$(.012)	$(.013)	$(.001)
D. Total Assets	$453	$530	$1,242	$1,303	$1,371
E. Long Term Debt	$8	$83	$77	$70	$8
F. Cash Dividends
 Declared/Paid	None	None	None	None	None

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 $50.00 in 2005 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.

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, 2005
Name	Age 	Positions2	Held Since	Shares	Percent2

Peter S. Adams	54	Director (ABC)	1984	316,4863	4.20%

Orville E. Anderson 80	Director,
		President
		Chief Operating
		Officer (AC)	1997	123,2294	1.63%

Byron S. James	73	Director,
		Secretary		740,7806	9.83%
		Chief Financial
		Officer (A)	1976(5)



Kevin J. Keen	55	Director (B)	2004	177,596	2.36%


Frank M. Orrell 	72	Director,		1,804,3149	23.93%
		Chairman,
		Chief Executive
		Officer (ABC)	1974
All officers and directors as a group:		3,307,817	43.87%

Board Committees: (A) Executive (B) Audit (C) Compensation

Footnotes to Table of Directors and Officers

1. Percentages are based on 7,114,410 total outstanding common s
hares plus 120,000 outstanding
options that could have been purchased plus Series A deferred c
ompensations options that could
have been converted to 304,971 common shares by December 31, 2005.

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 5,000 shares subject to immediately exercisable options,
and 266,800 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
23,229 shares of common stock on
December 31, 2005.

5. Mr. James became a director in 1988.

6. Includes 5,000 shares subject to immediately exercisable options;
594,120 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 136,330 shares of common stock on
December 31, 2005.

7. Includes 177,596 Shares owned by Boydstun & Klingner, CPA,
which Mr. Keen is a partner.

8. Includes 5,000 shares subject to immediately exercisable options
and 1,799,314 shares owned
by the Orrell Family Trust, of which Frank M. Orrell and his wife are
 trustees for the benefit
of their children. Mr. Orrell holds Series A options for which the
common shares issued on
conversion have been donated to the SunShu Deserving Student
 Fellowship in Geology and
Engineering, in Beijing, China. As of December 31, 2005, these
Series A options could have
been converted to 145,412 shares of common stock.

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. From 1997 to 2003, Mr. Anderson was a member
 of the Board of Directors of
Golden Cycle Gold Corporation. Mr. Anderson's responsibilities
as President is to insure 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 1999 been an independent
financial and real estate
consultant, during which time 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.

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. 2005 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.

Directors' Plan: The purpose of this Plan was 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 gran
t 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. The Plan expired on June 19, 2005

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, 2005: (1) a combined total of 120,000
non-incentive options were
outstanding: (a) under the 1995 Plan, 100,000 options and
 (b) under the Director's 1995 Plan,
20,000 options: (2) a total of 60,820 deferred Series A compensation
 options were outstanding.
The exercise price is $0.0001 for deferred Series A compensation options.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

A. Security Ownership of Certain beneficial Owners

As of December 31, 2005 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 Class1

        Orville E. Anderson			123,2292			1.63%
	1312 Concannon Boulevard
	Livermore, CA 94550

	Byron S. James			740,7803			9.83%
	1312 Concannon Boulevard
	Livermore, CA 94550

	Frank M. Orrell			1,804,3144			23.93%
	1312 Concannon Boulevard
	Livermore, CA 94550

1. Percentages are based on 7,114,410 total outstanding common
shares plus 120,000 outstanding
options that could have been purchased plus Series A deferred
compensations options that could
have been converted to 304,971 common shares by December 31, 2005.

2. Includes 100,000 shares subject to immediately exercisable options
 and deferred
compensation options that could have been converted to 23,229
shares of common stock by
December 31, 2005

3. Includes 5,000 shares subject to immediately exercisable options;
594,120 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 136,330 shares of common stock by
 December 31, 2005.

4. Includes 5,000 shares subject to immediately exercisable options
and 1,799,314 shares owned
by the Orrell Family Trust, of which Frank M. Orrell and his wife are trustees
 for the benefit
of their children. Mr. Orrell holds Series A options for which the common
shares issued on
conversion have been donated to the SunShu Deserving Student
Fellowship in Geology and
Engineering, in Beijing, China. As of December 31, 2005, these
Series A options could have
been converted to 145,412 shares of common stock.

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 24.

B. Reports on Form 8-K: 	Not Applicable

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES -
The Company does not retain outside
accounting nor audit services.

(1) Aggregate Audit Fees	$0

(2) Audit-related Fees	$0

(3) Tax Fees	$0

(4) All Other Fees	$0

(5) Audit Committees Pre-approval Policies and Procedures - Not Applicable

(6) Not applicable



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Company had
duly caused this report to be signed on its behalf by the undersigned
 thereunto duly
authorized.

MOTHER LODE GOLD MINES CONSOLIDATED
By:

o/s Frank M. Orrell		o/s Byron S. James
Frank M. Orrell,	Byron S. James,
Chairman, CEO	Chief Financial Officer
Date: September 29, 2006	Date: September 29, 2006


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 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: September 29, 2006	Date: September 29, 2006

(The balance of this page intentionally left blank)




I, Frank M. Orrell, certify that:
       1. I have reviewed this annual report on Form l0KSB o
f 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 i
n 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: September 29, 2006


	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 c
ontrols 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: September 29, 2006

o/s Byron S. James
Secretary, CFO

(The balance of this page intentionally left blank.)



MOTHER LODE GOLD MINES CONSOLIDATED
BALANCE SHEETS
For the Years Ending December 31, 2005 and 2004 (Unaudited)

ASSETS
	December 31	December 31
	2005	2004
	(Unaudited)	(Unaudited)
Current Assets
	Cash	$183	$143
	Total current assets	 183	143

Other Assets
	Loan receivable, Amador United Gold Mines 	217,800	205,028
	Investment, Amador United Gold Mines	(14,446)	(31,184)
	Investment, Pacific FarEast Minerals	249,688	356,065
	Prepaid State Taxes	      25	       0

	Total other assets	453,067	529,909

TOTAL ASSETS	$453,250	$530,052

LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
	Accounts payable	$0	$43,883

Total current liabilities	0	43,883

Non-current liabilities
	Notes payable	     0	20,115
	Note Payable, Pacific FarEast Minerals, Inc.	  7,572	4,112
	Deferred fees payable	     0	58,303

Total non-current liabilities	  7,572	82,530

Stockholder's equity
	Common stock, without par value,
	Authorized, 7,500,000 shares:
	Issued and outstanding, December 31
	2005:	7,114,410
	2004:	6,692,814	7,176,955	6,953,206
Paid-in capital representing rights to acquire
a maximum of 333,900 shares (Note 4)	257,280	412,259
Deficit accumulated 	(6,988,557)	(6,961,826)

Net stockholder's equity	445,678	403,639

		$453,250	$530,052

See accompanying notes


MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF OPERATIONS
For the Years Ending December 31, 2005, 2004 and 2003 (Unaudited)

	Year Ended	Year Ended	Year Ended
	Dec. 31	Dec. 31	Dec. 31
	2005	2004	2003
	(Unaudited)	(Unaudited)	(Unaudited)

Revenues:
Income from asset write-off	$58,303	$11,256	$     0
Interest income	12,626	4,512	4,720
Miscellaneous income	      20	     430	    160

		70,949	  16,198	  4,880

Expenses
	Loss on abandonment	0	610,840	0
	Legal and accounting	125	25	125
	Property payments	2,400	2,400	2,400
	Interest expense	5,357	1,610	9,410
	Other administrative expense	258	1,647	4,018
	California Franchise tax	      0	    25	    25

		8,040	616,547	 15,978

Net operating Loss	$62,908	$(600,349)	$(11,098)

Other
Investee Loss, Amador United Gold Mines 	16,738	(3,082)	(2,223)
Investee Gain, Pacific FarEast Minerals 	(106,377)	(103,792)	(63,068)

		 (89,639)	(106,874)	(65,291)

Net Loss	$(26,731)	$(707,223)	$(76,389)

Primary gain/loss per share	$(0.004)	$(0.108)	$(0.012)
Fully diluted gain/loss per share	$(0.004)	$(0.108)	$(0.012)

(The balance of this page intentionally left blank)



MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF CASH FLOW
For the Years Ending December 31, 2005, 2004 and 2003 (Unaudited)

	Year Ended	Year Ended	Year Ended
	Dec. 31	Dec. 31	Dec. 31
	2005	2004	2003
	(Unaudited)	(Unaudited)	(Unaudited)


Cash flows from Operations and Other:	$(26,731)	$(707,223)	$(76,389)
Adjustments to reconcile net loss to
net cash used in operations:
	(Inc)Dec in loans receivables	(12,772)	(4,711)	(4,611)
	(Inc)Dec in property due to abandonment 	(58,303)	610,840	0
	Inc(Dec) in advances to PFEM	0	(60)	6,113
	Inc(Dec) in accounts payables	(43,883)	93	8,864
	Increase(Decrease) in income taxes payable	     (25)	(11,256)	     0

	Gross cash used in operations	(141,714)	(112,317)	(66,023)

Cash flow from Financing:
	Net cash provided in financing:	52,115	5,480	6,997

	Net cash provided by financing activities	52,115	5,480	6,997

Cash Flows from Other
	Equity in Amador United Gold Mines	(16,738)	3,082	2,224
	Equity in Pacific FarEast Minerals	106,377	103,792	63,068
	Convert "Advances to PFEM" to "Equity in PFEM"	      0	      0	(6,274)
	Net cash provided by Other	 89,639	106,784	59,017

	Net increase (decrease) in cash	40	37	(9)
	Cash, beginning of period	143	106	115

	Cash, end of period	$183	$143	$106


Supplemental disclosure of cash flow information:

Cash paid for state income tax:	$0	$25	$25

(The balance of this page intentionally left blank)



MOTHER LODE GOLD MINES CONSOLIDATED
STATEMENTS OF STOCKHOLDER'S EQUITY
For the Years Ending December 31, 2005, 2004 and 2003 (Unaudited)


		Issued and Outstanding	Paid-in
	Shares	Amount	Capital

December 31, 2002	6,275,496	$6,641,029	$724,436

No shares were sold from Jan thru Dec 2003
Series A Preferred shares converted
	to common shares	 208,032	154,979	(154,979)
Paid-in capital representing options to acquire
	a cumulative maximum of 924,918 common shares	0
December 31, 2003 pre-operating
	net gain (loss)	        0	         0	       0
As of December 31, 2003	6,483,528	$6,796,008	$569,457

No shares were sold from Jan thru Dec 2004
Series A Preferred shares converted
	to common shares	 209,286	157,198	(157,198)
Paid-in capital representing options to acquire
	a cumulative maximum of 464,823 common shares	0
December 31, 2004 pre-operating
	net gain (loss)	        0	         0	       0
As of December 31, 2004	6,692,814	$6,953,206	$412,259

No shares were sold from Jan thru Dec 2005
Series A Preferred shares converted
	to common shares	 208,028	154,978	(154,978)
Paid-in capital representing options to acquire
	a cumulative maximum of 333,900 common shares	0
Common shares issued on conversion
Of Long Term Debt	213,568		68,771
December 31, 2004 pre-operating
	net gain (loss)	        0	         0	       0
As of December 31, 2005	7,114,410	$7,176,955	$257,281



(The balance of this page intentionally left blank)



 MOTHER LODE GOLD MINES CONSOLIDATED/
NOTES TO FINANCIAL STATEMENTS
December 31, 2005

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. 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 2005, 2004 and 2003
have not been audited and
were prepared by the Company. At this time, the Company does not know
when an audit will be
completed.

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, 2004, based on the past 15 years, are approximately
$5.5 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 7,114,410 and
6,692,814 at December 31, 2005 and 2004, respectively.

2.	DESCRIPTION OF INVESTEE COMPANIES

A.	Amador United Gold Mines.  The Company incorporated
Amador United Gold Mines ("Amador")
in California on March 1, 1984. The Company owns 48.20% of the
outstanding shares of the
common stock of Amador as of December 31, 2005. 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, 2005. The
activity of PFEM is further
described in Item 6, Management's Discussion and Analysis of
this report.

3.	MINING PROPERTIES

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

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
for 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.

Minimum monthly payments during 2004 were $200 per month, based on the
schedule set forth in
the lease. The minimum payment was based on a price of gold between
$375 and $425 per ounce.
Neither Development, Exploration nor Mining were commenced during the
year 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

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. Both
 plans expired June 19, 2005.

During 2005, no options were issued under either the 1995 Stock Option
 Plan or under the 1995
Director's. 20,000 options expired under the Director's 1995 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	 20,000
		Total	120,000

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
thereunder will be governed as specified in the individual option plan.

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, 2005: (a) a total of 60,820 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) during 2005, 37,892
options were exercised for a
total of 208,028 common shares of MLGM. Maximum number of
common shares is 358,969 if the
Series A Options are held until the tenth anniversary.

							Shares			Amount of
				Exercise		Under			Expense or
				Price/Share 		Option 		Debt Relief
Maximum, 5 year class	$.0001	0
Maximum, 10 year class	$.0001	358,969
		358,969	$221,190

(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



MOTHER LODE GOLD MINES CONSOLIDATED
NOTES TO FINANCIAL STATEMENTS
December 31, 2005

fifth anniversary, until final expiration at the end of an additional five
years. These
options expire in June 2006.

Through December 31, 2005 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. Maximum
 number of common
shares is 25,069, based on the Fifth Anniversary of June 2001.

							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	384,038	$268,938

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, 2005
	Series B Preferred	25,069
	Series A Preferred, 10 Year Expiration Class	541,928
	Total	566,997

Net Changes, 2005
	Series B Preferred	0
	Series A Preferred, 10 Year Expiration Class	(208,028)
Balance, December 31, 2005	358,969

B. Non-incentive Stock Options

Balance January 1, 2005	140,000
	Options Expired:	(20,000)
	Options Issued	      0
Balance, December 31, 2005	120,000

5.	OFFICE LEASE

The Company does not lease office space, but shares 875 square
 feet at 1312 Concannon
Boulevard, Livermore, California, a one-story office building in a
business park. The Company
is not charged rent by Pacific FarEast Minerals, Inc.

(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
	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 2005
Unsolicited Investee Companies
Amador United Gold Mines	$205,028	$12,772	$217,800
Pacific FarEast Minerals, Inc. 				$7,584	$88	$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	$26,699	$2,750	$21,877	$7,572


YEAR 2004
Unsolicited Investee Companies
Amador United Gold Mines	$200,317	$4,711	$205,028
Pacific FarEast Minerals, Inc. 				$0	$6,584		$6,584

Other Affiliates
Frank P. Adams Trust				9,120	670		9,790
Frank M. Orrell				  6,851	509		7,361
Jacklyn A. Orrell				2,777	188		2,964
Balances, Dec 31,2004	$200,317	$4,711	$205,028	$18,748	$7,951	$0		$26,699


YEAR 2003
Unsolicited Investee Companies
Amador United Gold Mines	$195,706	$4,611	$200,317

Other Affiliates
Frank P. Adams Trust				$6,015	$3,105		$9,120
Frank M. Orrell				  3,830	3,021		6,851
Jacklyn A. Orrell	_______	______	_______	1,906	871	___	2,777
Balances, Dec 31,2003	$195,706	$4,611	$200,317	$11,751	$6,997	$0	$18,748




MOTHER LODE GOLD MINES CONSOLIDATED
Years ended December 31, 2004, 2003 and 2002

SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT

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

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

December 31, 2003
Land (Mining Properties)	$610,840				$610,840
Total	$610,840				$610,840


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, 2005
Equipment	$50,480				$50,480

Classification
December 31, 2004
Equipment	$50,480				$50,480

December 31, 2003
Equipment	$50,480				$50,480



EXHIBIT INDEX

	NUMBER		EXHIBIT		Sequential Page
	11	Statements re Computation of Per-share Earnings		24


Note: Exhibits 2, 3, 4, 9, 10, 13, 16, 18, 21, 22, 23, 24, 27and 99 specified
under Item
601 of Regulation S-B are not applicable and therefore are not included
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, 2005

Of


MOTHER LODE GOLD MINES CONSOLIDATED


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

	CUMULATIVE	12 MO TO	12 MO TO	12 MO TO
	DATE		SHARES	SHARES	MONTHS 	12/31/05 	12/31/04 	12/31/03
For the period 2/8/74 thru 12/31/02 (A)	335
01/01/02 (A)			6,021,756		3
03/31/02 (B)		75,494	6,097,250		3
06/30/02 (B)		74,226	6,171,476		3
09/30/02	 (B)	52,009	6,223,485		3
12/31/02	 (B)	52,009	6,275,494		3						18,826,482
03/31/03 (B)		52,009	6,327,503		3	18,982,509
06/30/03 (B)		52,009	6,379,512	3	19,138,536
09/30/03	 (B)	52,008	6,431,250		3	19,294,560
12/31/03	 (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,D)265,575	7,114,410		0
				81,249,894	78,746,049	76,242,087

MONTHS					12	12	12

WEIGHTED AVERAGE SHARES	6,770,825	6,562,171	6,353,507

NET INCOME/(LOSS)	$(29,892)	$(707,323)	$(77,340)

EARNINGS/(LOSS) PER SHARE, FULLY DILUTED	$(0.004)	$(0.108)	$(0.012)

Notes:	(A) Actions taken prior to December 31, 2002
		(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.


MOTHER LODE GOLD MINES CONSOLIDATED
EARNINGS PER SHARE
(PRIMARY)

	CUMULATIVE	12 MO TO	12 MO TO	12 MO TO
	DATE		SHARES	SHARES	MONTHS 	12/31/05 	12/31/04 	12/31/03
For the period 2/8/74 thru 12/31/02 (A)	335
01/01/02 (A)			6,021,756		3
03/31/02 (B)		75,494	6,097,250		3
06/30/02 (B)		74,226	6,171,476		3
09/30/02	 (B)	52,009	6,223,485		3
12/31/02	 (B)	52,009	6,275,494		3						18,826,482
03/31/03 (B)		52,009	6,327,503		3	18,982,509
06/30/03 (B)		52,009	6,379,512	3	19,138,536
09/30/03	 (B)	52,008	6,431,250		3	19,294,560
12/31/03	 (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		0
				81,249,894	78,746,049	76,242,087

MONTHS					12	12	12

WEIGHTED AVERAGE SHARES	6,770,825	6,562,171	6,353,507

NET INCOME/(LOSS)	$(29,892)	$(707,323)	$(77,340)

EARNINGS/(LOSS) PER SHARE, FULLY DILUTED	$(0.004)	$(0.108)	$(0.012)

Notes:	(A) Actions taken prior to December 31, 2002
		(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.


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