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

(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, 2005

_ 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,			7,114,410
as of December 31, 2005

Total Pages: 26
Exhibit Index on Page: 23



INDEX

	Sequential
Item	Page

PART I

Item 1. Description of Business	3

Item 2. Description of Property	3

Item 3. Legal Proceedings	3

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

PART II

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

Item 6. Management's 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	23

EXHIBITS	24



PART I

ITEM 1.	DESCRIPTION OF BUSINESS

A.	Summary. During 2005, 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 2005. 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/A, 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
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
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.

(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.
<table>
<caption>
High/Low Bid Price Data
 <c>           <C>          <c>
2005          High         Low
             $0.05        $0.001

2004          High         Low
             $0.05        $0.01

2003          High         Low
             $0.25        $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/A 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/A 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 associates, 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 $68,771 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.

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

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

Pacific FarEast Minerals, Inc. ("PFEM").

As of December 31, 2005, 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 2005 Pacific FarEast Minerals was granted a prospecting
 permit for its area of
interest in 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"). 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. 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%.

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 (Unaudited)
		(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 Shareholders 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.


<table>
<caption>

                          <c>           <c>          <c>          <c>          <c>
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
</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 $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.
<table>
<caption>

                                                            <c>
                                                               Common Stock Beneficially
                                               <c>                    Owned as
<c>                  <c>    <c>                Position         of December 31, 2005
  Name               Age    Positions(2)             Held Since       Shares     Percent(1)
Peter S. Adams       54    Director (ABC)        1984           327,231(3)        4.34%

Orville E. Anderson  80    Director,
                           President
                           Chief Operating
                           Officer (AC)           1997          123,229(4)        1.63%

Byron S. James       73    Director,
                           Secretary
                           Chief Financial
                           Officer (A)            1976(5)         742,184(6)    9.84%



Kevin J. Keen       55     Director (B)           2004           177,596(7)    2.36%

Frank M. Orrell     72     Director,
                           Chairman,
                           Chief Executive
                           Officer (ABC)          1974         1,828,471(8)    24.25%

All officers and directors as a group:                         2,924,152      42.43%

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

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. 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 a maximum of 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;
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; and additional options which could have been
 converted to a
maximum of 145,412
shares of common stock on December 31, 2005.

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 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.

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 grant
non-incentive
 options. The
options authorized will not constitute incentive stock options within the
meaning
of Section
422 of the Internal Revenue Code.

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





<table>

    <c>
       Names and Address of      <c>                              <c>
       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                  742,1843                                9.84%
       1312 Concannon Boulevard
       Livermore, CA 94550

	Frank M. Orrell                1,828,4714                    24.25%
       1312 Concannon Boulevard
       Livermore, CA 94550
</table>
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;
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; and additional options which could have been converted
 to 145,412 shares of
common stock by December 31, 2005.

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: 	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: October 18, 2006	Date: October 18, 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 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: October 18, 2006	Date: October 18, 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 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: October 18, 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 Mothe
r 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 in
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: October 18, 2006

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, 2005 and 2004 (Unaudited)
<caption>
ASSETS

                                                           <C>            <C>
                                                              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
</table>





See accompanying notes


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

                                                   <c>          <c>           <c>
                                                      Year Ended   Year Ended    Year Ended
                                                        Dec. 31      Dec. 31       Dec. 31
                                                         2005         2004          2003
Revenues:
Income from asset write-off                        $58,303       $11,256      $     0
Interest income                                      12,62        64,512        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)      (2,224)
Investee Gain, Pacific FarEast Minerals                (106,377)    (103,792)     (63,067)

                                                        (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)
</table>
(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)
<table>
<caption>

                                                    <c>          <c>           <c>
                                                       Year Ended   Year Ended    Year Ended
                                                         Dec. 31      Dec. 31       Dec. 31
                                                          2005         2004          2003

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:                     52,116           5,480        6,997

Net cash provided by financing activities           52,116           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                             41              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)
</table>



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

<table>
<caption>

                            <c>                                       <c>
                                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
Paid-in capital representing options to acquire
   a cumulative maximum of
   924,918 common shares                             154,979             (154,979)
Net gain                                                   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
Paid-in capital representing options to acquire
   a cumulative maximum of
   464,823 common shares                            `157,198            (157,198)
Net gain                                                   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
Paid-in capital representing options to acquire
   a cumulative maximum of
   333,900 common shares                             154,978            (154,978)
Common shares issued on conversion
   of Long Term Debt             213,568              68,771
Net gain                                                   0                   0
As of December 31, 2005	        7,114,410          $7,176,955            $257,281
</table>

(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.

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.

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

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
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.

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 10-KSB/A, these plans are summarized as follows:

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

       <c>                     <c>              <c>                   <c>
                                  Expiration       Exercise              Common Shares
             Plan                 Date             Price                 Under Option
          1995 Plan                Jun 2005          $2.00                100,000
          1995 Director's Plan     Jun 2005          $2.00                 20,000
                                                                Total     120,000
</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
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
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, 5 year class     $.0001                    0
Maximum, 10 year class	    $.0001              358,969
                                              358,969               $221,190
</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 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.

<table>
<captions>

                        <c>                 <c>                 <c>
                                               Shares              Amount of
                           Exercise            Under               Expense or
                          Price/Share          Option              Debt Relief
Maximum, 5 year class	      $.0001              25,069                $47,748
Combined, Series A and Series B               384,038               $268,938
</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, 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
<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 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


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       $0     $9,120
Frank M. Orrell                                                          3,830	       3,021        0      6,851
Jacklyn A. Orrell                                                        	1,906         871	        0      2,777
Balances, Dec 31,2003    $195,706  $4,611	               $200,317	       $11,751      $6,997       $0    $18,748
</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, 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

<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, 2005
Equipment                 $50,480                                                $50,480

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

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

</table>



EXHIBIT INDEX

	NUMBER		EXHIBIT		Sequential Page
	11	Statements re Computation of Per-share Earnings		22

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





EXHIBIT 11

(Statements re Computation of Per-share Earnings)




To



Form 10-KSB/A




For the Year Ending
December 31, 2005

Of


MOTHER LODE GOLD MINES CONSOLIDATED


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 		12/31/05 	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)	$(26,731)	$(707,223)	$(76,389)

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


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

<table>
<caption>

	<c>	<c>	<c>	<c>	<c>	<c>	<c>
	CUMULATIVE		12 MO TO	12 MO TO	12 MO TO
	DATE		SHARES	SHARES	MONTHS 		12/31/05 	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)	$(26,731)	$(707,223)	$(76,389)

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

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.


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