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

                                   FORM 10-QSB

             |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended April 30, 2006

            |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                           THE SECURITIES EXCHANGE ACT
          For the transition period from _____________ to _____________

                        Commission file number: 000-27667

                            METALLINE MINING COMPANY
        (Exact name of small business issuer as specified in its charter)

            Nevada                                 91-1766677
  (State or other jurisdiction          (IRS Employer Identification No.)
of incorporation or organization)

                              1330 E. Margaret Ave.
                             Coeur d'Alene, ID 83815
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (208) 665-2002


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant 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|

There were 34,101,661 shares of the issuer's common stock, par value $0.01,
outstanding as of May 1, 2006.

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|


<PAGE>



                    METALLINE MINING COMPANY QUARTERLY REPORT
                     ON FORM 10-QSB FOR THE QUARTERLY PERIOD
                              ENDED APRIL 30, 2006




                               TABLE OF CONTENTS


                                                                            Page
PART I - FINANCIAL INFORMATION

     Item 1:  Financial Statements.............................................1

     Item 2:  Management's Discussion and Analysis of
              Financial Condition and Results of Operations....................1

     Item 3:  Controls and Procedures..........................................4

PART II - OTHER INFORMATION

     Item 2:  Unregistered Sales of Equity Securities and Use of Proceeds......5

     Item 6:  Exhibits.........................................................5

Signatures.....................................................................6








<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS.

         The reviewed  consolidated  financial  statements  of Metalline  Mining
Company (the  "Company"),  for the period  covered by this report,  are included
elsewhere in this report, beginning at page F/S-1.

         The reviewed  consolidated  financial  statements have been prepared in
accordance  with  generally  accepted  accounting  principles  for  the  interim
financial  information  with the  instructions  to Form 10-QSB and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.   In  the  opinion  of  the  Company's  management,   all
adjustments (consisting of only normal accruals) considered necessary for a fair
presentation  have been  included.  Operating  results for the six-month  period
ended April 30, 2006 are not  necessarily  indicative of the results that may be
expected for the full year ending October 31, 2006.

         For further information refer to the financial statements and footnotes
thereto in the Company's Annual Report on Form 10-KSB for the year ended October
31, 2005 incorporated by reference herein.

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS.

Forward-Looking Statements

         This Quarterly Report on Form 10-QSB, including Management's Discussion
and  Analysis  of  Financial  Condition  and  Results  of  Operations,  contains
forward-looking  statements  regarding  future events and the  Company's  future
results that are subject to the safe harbors created under the Securities Act of
1933  (the  "Securities  Act")  and the  Securities  Exchange  Act of 1934  (the
"Exchange Act"). These statements are based on current expectations,  estimates,
forecasts,  and projections about the industry in which the Company operates and
the  beliefs  and  assumptions  of  the  Company's  management.  Words  such  as
"expects,"  "anticipates,"  "targets," "goals," "projects,"  "intends," "plans,"
"believes," "seeks," "estimates,"  "continues," "may," variations of such words,
and  similar   expressions   are  intended  to  identify  such   forward-looking
statements.  In  addition,  any  statements  that  refer to  projections  of the
Company's future financial  performance,  the Company's  anticipated  growth and
potentials  in its  business,  and other  characterizations  of future events or
circumstances are forward-looking  statements.  Readers are cautioned that these
forward-looking  statements  are only  predictions  and are  subject  to  risks,
uncertainties,  and assumptions  that are difficult to predict,  including those
identified  elsewhere  herein and in the Company's  Annual Report on Form 10-KSB
for the fiscal year ended  October 31,  2005 under  "Risk  Factors."  Therefore,
actual results may differ  materially and adversely from those  expressed in any
forward-looking  statements.  The Company  undertakes no obligation to revise or
update any forward-looking statements for any reason.

                                       1
<PAGE>

Overview

         The Company is an exploration stage enterprise formed under the laws of
the state of Nevada on August 20, 1993, to engage in the business of mining. The
Company  (through its  subsidiary)  currently  owns eight  concessions  that are
located in the municipality of Sierra Mojada,  Coahuila,  Mexico.  The Company's
objective  is to define  sufficient  mineral  reserves on these  concessions  to
justify the development of a mechanized  mining operation (the  "Project").  The
Company  conducts  its  operations  in Mexico and owns these  eight  concessions
through its wholly owned Mexican subsidiary, Minera Metalin S.A. de C.V.


Cautionary Note

         The Company is an exploration stage company and does not currently have
any known  reserves and cannot be expected to have  reserves  unless and until a
feasibility  study is completed  for the Sierra  Mojada  concessions  that shows
proven and  probable  reserves.  There can be no  assurance  that the  Company's
concessions  contain  proven and probable  reserves and investors may lose their
entire investment in the Company.

         Set forth in the  Company's  Annual  Report on Form 10-KSB and in other
documents  we file with the  Securities  and Exchange  Commission  are risks and
uncertainties  that could cause  actual  results to differ  materially  from the
results  contemplated  by  the  forward-looking  statements  contained  in  this
Quarterly Report on Form 10-QSB.

Results of Operations for the Period Ended April 30, 2006.

         Six months ended April 30, 2006  compared to the six months ended April
30, 2005:

         During the six months ended April 30, 2006, the Company  realized other
income of $52,038 from the sale of zinc  carbonate  ore from the  Company's  San
Salvadore  mine, in  accordance  with a contract  with Cameron  Chemicals  Inc.,
Norfolk,  Virginia. Costs associated with the sale of the ore totaled $93,575 in
the six-month  period ended April 30, 2006.  There were ore sales of $202,786 in
the six-month period ended April 30, 2005. General and  administrative  expenses
decreased  to  $2,047,896  for the  six-month  period  ended  April 30,  2006 as
compared to  $2,271,097  for the  six-month  period  ended April 30,  2005.  The
decrease is primarily  due to a cessation of drilling  activity on the Company's
property,  resulting  in a decrease in  exploration  expenditures  of  $664,659,
partially  offset  by an  increase  in taxes and fees of  $126,651.  For the six
months ended April 30, 2006, the Company  experienced a loss of  $2,001,309,  or
$0.07 per share,  compared to a loss of $2,243,748,  or $0.11 per share,  during
the comparable period in the previous year.


Liquidity and Capital Resources.

         The  Company  financed  its  obligations  during the fiscal  year ended
October 31, 2005 by the sale of 7,580,150  shares of its common stock during the
previous fiscal year at an average price of $1.00 per share, less issuance costs
of  $698,863,  and the sale of 476,404  shares of common  stock  during the year
ended  October 31, 2005 at an average  price of $0.98 per share.  During the six
months  ended  April 30,  2006 the  Company  sold  13,448,483  shares in private
placement  transactions  at a price of $0.80  per  share.  Due to the  Company's
substantial  losses and minimal revenues,  the Company's  independent  certified
public  accountants  included  a  paragraph  in  the  Company's  2005  financial
statements relative to a going concerning uncertainty.

                                       2
<PAGE>

         The Company  continues to maintain a sampling and drilling program that
is budgeted at approximately  $50,000 per month, not including  analytical costs
which can vary from $20,000 to $40,000 per month. The Company has estimated that
completion of a feasibility study will cost approximately $5 million , but there
can be no assurance that this estimate will not be revised  upward.  The Company
expects  to  spend  approximately  $2.5  million  in the next 12  months  on the
feasibility  study. The Company believes the feasibility study will be completed
in the next 12 to 18 months.

         The Company's management believes that private placements of its shares
have  provided  sufficient  cash for the  Company to  continue to operate for at
least the next twelve months based on current expense projections. Following the
completion of a successful  feasibility study, the Company would then proceed to
the construction  phase,  which would entail  construction of a mine and related
infrastructure  pursuant to a mine plan developed specifically for the Company's
concessions,  and  construction of an extraction plant to extract metal from the
ore that would be mined. In order to proceed with the  construction  phase,  the
Company would need to rely on additional equity or debt, or the Company may seek
joint venture partners or other alternative  financing  sources.

Cash flows for the six months ended April 30, 2006 were as follows:

         During the six-month  period ended April 30, 2006,  the Company's  cash
position  increased  by  $9,433,484,  due  to  the  private  placement  sale  of
13,448,483  shares of the Company's  common stock at a price of $0.80 per share.
Also during this period,  the Company used  $1,320,724 in operating  activities,
principally in connection with maintaining the property and costs of the private
placement.

                                       3
<PAGE>

Effect of Recently Issued Accounting Pronouncements.

         In May 2005, the Financial  Accounting Standards Board issued Statement
of Financial Accounting Standards No. 154 ("SFAS No. 154"),  "Accounting Changes
and Error Corrections." This statement requires entities that voluntarily make a
change in an accounting principle to apply that change  retrospectively to prior
periods' financial statements, unless this would be impracticable.  SFAS No. 154
supersedes APB Opinion No. 20, "Accounting  Changes," which previously  required
that  most  voluntary  changes  in an  accounting  principle  be  recognized  by
including in the current  period's net income the cumulative  effect of changing
to the new accounting  principle.  SFAS No. 154 also makes a distinction between
"retrospective  application" of an accounting principle and the "restatement" of
financial statements to reflect the correction of an error. SFAS No. 154 applies
to  accounting  changes  and error  corrections  that are made in  fiscal  years
beginning  after  December  15, 2005.  Management  believes the adoption of this
statement will not have an immediate material impact on the financial statements
of the Company.

         In March 2005, the Financial  Accounting  Standards Board (FASB) issued
FASB  Interpretation  No.  47 ("FIN  47"),  "Accounting  for  Conditional  Asset
Retirement  Obligations."  FIN 47  clarifies  that the term  "conditional  asset
retirement  obligation,"  which as used in SFAS No. 143,  "Accounting  for Asset
Retirement  Obligations,"  refers  to a legal  obligation  to  perform  an asset
retirement  activity  in which the  timing  and (or)  method of  settlement  are
conditional  on a future  event that may or may not be within the control of the
entity. The entity must record a liability for a "conditional"  asset retirement
obligation of the fair value of the obligation can be reasonably estimated.  FIN
47 also clarifies when an entity would have sufficient information to reasonably
estimate the fair value of an asset retirement  obligation.  FIN 47 is effective
no later than the end of fiscal years ending after December 15, 2005. Management
believes the  adoption of this  statement  will not have an  immediate  material
impact on the financial statements of the Company.

ITEM 3.       CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures.

         The  Company's  principal  executive  officer and  principal  financial
officer have evaluated the  effectiveness of the Company's  disclosure  controls
and procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under
the Exchange Act) as of the end of the period  covered by this report.  Based on
such  evaluation,  the  Company's  principal  executive  officer  and  principal
financial  officer  have  concluded  that,  as of the  end of such  period,  the
Company's   disclosure  control  and  procedures  are  effective  in  recording,
processing,  summarizing and reporting, on a timely basis,  information required
to be disclosed by the Company in the reports that it files or submits under the
Exchange Act.

                                       4
<PAGE>

Changes in Internal Control Over Financial Reporting.

         There was no change in the Company's  internal  control over  financial
reporting  that occurred  during the fiscal quarter to which this report relates
that has materially affected,  or is reasonably likely to materially affect, the
Company's internal control over financial reporting.

                           PART II - OTHER INFORMATION


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

         None, except as previously reported on Form 8-K filed March 6, 2006.


ITEM 6. EXHIBITS.

         (a) Documents which are filed as a part of this report:

                  1.     Financial Statements: The required financial statements
                         are  contained  in pages F/S-1  through  F/S-11 of this
                         Form 10-QSB.

                  2.     Financial  Statement  Schedules:   Financial  statement
                         schedules  have been omitted as they are not applicable
                         or the  information  is  included  in the  Consolidated
                         Financial Statements.
                  3.     Exhibits: The exhibits filed as part of this report and
                         the  exhibits  incorporated  herein  by  reference  are
                         listed in the Exhibit Index at page E-1.

           (b) See (a)(3) above for all exhibits filed herewith.

           (c)    All schedules are omitted as the required  information  is not
                  applicable or the information is presented in the Consolidated
                  Financial Statements or related notes.








             [The balance of this page is intentionally left blank]


                                       5
<PAGE>



                            METALLINE MINING COMPANY
                          AN EXPLORATION STAGE COMPANY

                                 APRIL 30, 2006

                                   SIGNATURES

         In accordance  with Section 12, 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

METALLINE MINING COMPANY


   June 14, 2006                          By:      /s/ Merlin D. Bingham
  --------------------------                  ---------------------------------
            Date                               Merlin D. Bingham, its President



   June 14, 2006                          By:      /s/ Wayne L. Schoonmaker
  --------------------------                  ---------------------------------
            Date                               Wayne L. Schoonmaker, its
                                               Principal Financial Officer







                                       6
<PAGE>


                                  EXHIBIT INDEX




31.1     Certification of Principal Executive Officer pursuant to Rule 13a-14(a)
         of the Exchange Act. Filed herewith.

31.2     Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
         of the Exchange Act. Filed herewith.

32.1     Certification of Principal Executive Officer pursuant to 18 U.S.C.
         Section 1350. Furnished herewith.

32.2     Certification of Principal Financial Officer pursuant to 18 U.S.C.
         Section 1350. Furnished herewith.











                                       E-1
<PAGE>


                            METALLINE MINING COMPANY

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                                                                      PAGE

Consolidated Financial Statements:

<S>                                                                                                 <C>
    Consolidated Balance Sheets as of April 30, 2006.................................................F/S-2

    Consolidated Statements of Operations for the three-month  and six-month
     periods ended April 30, 2006 and
    April 30, 2005 and for the period from inception
    (November 8, 1993) to April 30, 2006.............................................................F/S-3

    Consolidated  Statements of Cash Flow for the six-month  periods ended April
    30, 2006 and April 30, 2005, and for the period from inception  (November 8,
    1993)
    to April 30, 2006................................................................................F/S-4

    Condensed Notes to Consolidated Financial Statements.............................................F/S-5

</TABLE>










          [The balance of this page has been intentionally left blank.]


<PAGE>




METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                      April 30,
                                                        2006               October 31,
                                                     (unaudited)              2005
                                                     ------------          ------------
<S>                                                  <C>                   <C>
ASSETS

     CURRENT ASSETS
        Cash and cash equivalents                    $  9,646,853          $    213,369
        Accounts receivable                                25,293                23,620
        Prepaid expenses                                   38,099                13,242
        Employee advances                                  16,351                 9,560
                                                     ------------          ------------
              Total Current Assets                      9,726,596               259,791
                                                     ------------          ------------

      PROPERTY CONCESSIONS
        Sierra Mojada, Mojada 3                            15,875                15,875
        Fortuna                                            76,725                76,725
        Esmeralda                                         255,647               255,647
        Esmeralda I                                       180,988               180,988
        U.M. Nortenos, Vulcano                          3,682,772             3,682,772
        La Blanca                                         122,760               122,760
                                                     ------------          ------------
              Total Property Concessions                4,334,767             4,334,767
                                                     ------------          ------------

     EQUIPMENT
        Office and mining equipment, net                  451,865               490,884
                                                     ------------          ------------
              Total Equipment                             451,865               490,884
                                                     ------------          ------------

        TOTAL ASSETS                                 $ 14,513,228          $  5,085,442
                                                     ============          ============


LIABILITIES AND STOCKHOLDERS' EQUITY

     CURRENT LIABILITIES

        Accounts payable                             $    112,136          $     86,189
        Accrued liabilities and expenses                  172,720               189,046
        Other liabilities                                  10,000                15,873
        Note payable, current portion                       4,209                 4,209
                                                     ------------          ------------
              Total Current Liabilities                   299,065               295,317
                                                     ------------          ------------

     LONG-TERM LIABILITIES
        Note payable, net of current portion                5,260                 7,365
                                                     ------------          ------------

     COMMITMENTS AND CONTINGENCIES                             --                    --
                                                     ------------          ------------

     STOCKHOLDERS' EQUITY
        Preferred stock, $0.01 par
        value; 1,000,000 shares
        authorized,
              no shares outstanding                            --                    --
        Common stock, $0.01 par
        value; 50,000,000 shares
        authorized,
           34,101,661 and 20,404,585
           shares issued and
           outstanding, respectively                      341,017               204,047

        Additional paid-in capital                     27,218,675            19,852,673

        Stock options and warrants                      5,272,319             1,347,839
        Deficit accumulated during
        exploration stage                             (18,623,108)          (16,621,799)
                                                     ------------          ------------
              Total Stockholders' Equity               14,208,903             4,782,760

                                                     ------------          ------------

        TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY                         $ 14,513,228          $  5,085,442
                                                     ============          ============

</TABLE>


     The accompanying condensed notes are an integral part of these interim
                       consolidated financial statements.



                                     F/S-2
<PAGE>

METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                                                  November 8,
                                                                                                                     1993
                                                       Three Months Ended                Six Months Ended         (Inception)
                                                   ----------------------------    ----------------------------        to
                                                    April 30,       April 30,       April 30,       April 30,       April 30,
                                                      2006            2005            2006            2005            2006
                                                   (unaudited)     (unaudited)     (unaudited)     (unaudited)     (unaudited)
                                                   ------------    ------------    ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>             <C>           <C>
REVENUES                                           $         --    $         --    $         --    $         --    $         --
                                                   ------------    ------------    ------------    ------------    ------------

GENERAL AND ADMINISTRATIVE EXPENSES
    Salaries and payroll expenses                       707,418         180,585         838,114         572,996       4,075,731
    Office and administrative expenses                  114,610         111,022         165,483         176,583       1,154,429
    Taxes and fees                                       54,136          26,944         173,678          47,027         663,119
    Professional services                               505,538         335,821         611,889         624,138       4,979,591
    Property expenses                                   135,492          14,655         145,427          71,535       2,089,530
    Depreciation                                         20,843          21,148          41,443          42,297         383,303
    Exploration and research                             53,710         271,736          71,862         736,521       5,405,948
                                                   ------------    ------------    ------------    ------------    ------------
       TOTAL GENERAL AND ADMINISTRATIVE EXPENSES      1,591,747         961,911       2,047,896       2,271,097      18,751,650
                                                   ------------    ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                                 (1,591,747)       (961,911)     (2,047,896)     (2,271,097)    (18,751,650)

OTHER INCOME (EXPENSES)
    Miscellaneous ore sales, net of expenses                 --         (31,449)        (41,537)          1,359         123,601
    VAT tax refunds                                          --              --          13,045              --         132,660
    Miscellaneous income                                 61,500              --          61,500              --          70,000
    Interest and investment income                       (3,292)         11,172          14,434          26,293          89,907
    Interest and financing expense                         (520)           (151)           (855)           (303)       (287,626)
                                                   ------------    ------------    ------------    ------------    ------------
    TOTAL OTHER INCOME                                   57,688         (20,428)         46,587          27,349         128,542
                                                   ------------    ------------    ------------    ------------    ------------

LOSS BEFORE INCOME TAXES                             (1,534,059)       (982,339)     (2,001,309)     (2,243,748)    (18,623,108)

INCOME TAXES                                                 --              --              --              --              --
                                                   ------------    ------------    ------------    ------------    ------------

NET LOSS                                           $ (1,534,059)   $   (982,339)   $ (2,001,309)   $ (2,243,748)   $(18,623,108)
                                                   ============    ============    ============    ============    ============

BASIC AND DILUTED NET LOSS PER
    COMMON SHARE                                   $      (0.05)   $      (0.05)   $      (0.07)   $      (0.11)
                                                   ============    ============    ============    ============

BASIC AND DILUTED
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING                         32,770,130      19,928,181      27,209,376      19,877,810
                                                   ============    ============    ============    ============
</TABLE>



     The accompanying condensed notes are an integral part of these interim
                       consolidated financial statements.

                                     F/S-3
<PAGE>


METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                                    Period from
                                                                                                   November 8, 1993
                                                                       6 Months Ended                (Inception)
                                                               -------------------------------            to
                                                                April 30,          April 30,           April 30,
                                                                  2006               2005                2006
                                                               (unaudited)        (unaudited)         (unaudited)
                                                               ------------       ------------       ------------
<S>                                                            <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                  $ (2,001,309)      $ (2,243,748)      $(18,623,108)
     Adjustments to reconcile net loss to net cash used
         by operating activities:
         Depreciation                                                41,443             42,297            383,363
         Noncash expenses                                                --                 --            126,864
         Common stock issued for services                                --                 --            966,538
         Common stock issued for compensation                       668,715            176,772          1,488,946
         Stock options issued for services                               --                 --            801,892
         Stock options issued for financing fees                         --                 --            276,000
         Common stock issued for payment of expenses                     --                 --            326,527
         Stock warrants issued for services                              --                 --            688,771
     (Increase) decrease in:                                             --
         Foreign property tax refund receivable                          --                 --                 --
         Marketable securities                                           --            650,000                 --
         Reclassification of markeetable securities                      --            600,000                 --
         Accounts receivable                                         (1,673)           (12,132)           (25,293)
         Prepaid expenses                                           (24,857)           (35,140)           (38,100)
         Employee advances                                           (6,791)            24,462            (16,351)
     Increase (decrease) in:                                             --
         Accounts payable                                            25,947            (35,582)           112,135
         Other liabilities                                           (5,873)            26,074             (1,664)
         Accrued liabilities and expenses                           (16,326)           (12,124)           204,378
                                                               ------------       ------------       ------------
               Net cash used by operating activities             (1,320,724)          (819,121)       (13,329,102)
                                                               ------------       ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of investments                                             --                 --           (484,447)
     Proceeds from investments                                           --                 --            484,447
     Equipment purchases                                             (2,424)            (7,598)          (795,205)
     Mining property acquisitions                                        --                 --         (4,452,631)
                                                               ------------       ------------       ------------
               Net cash used by investing activities                 (2,424)            (7,598)        (5,247,836)
                                                               ------------       ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from sales of common stock with warrants           10,758,737                 --         27,128,924
     Proceeds from sales of options and warrants                         --                 --            949,890
     Deposits for sale of stock                                          --             35,000            125,500
     Proceeds from shareholder loans                                     --                 --             30,000
     Payment of note payable                                         (2,105)            (2,105)           (10,523)
                                                               ------------       ------------       ------------
               Net cash provided by financing activities:        10,756,632             32,895         28,223,791
                                                               ------------       ------------       ------------

     Net increase (decrease) in cash and cash equivalents         9,433,484           (793,824)         9,646,853
     Cash and cash equivalents beginning of period                  213,369          1,384,030                 --
                                                               ------------       ------------       ------------

     Cash and cash equivalents end of period                   $  9,646,853       $    590,206       $  9,646,853
                                                               ============       ============       ============


SUPPLEMENTAL CASH FLOW DISCLOSURES:

     Income taxes paid                                         $         --       $         --       $         --
     Interest paid                                             $        520       $        303       $    287,291

NON-CASH INVESTING AND FINANCING ACTIVITIES:

     Common stock issued for services                          $         --       $         --       $    966,538
     Common stock issued for compensation                      $    668,715       $    176,772       $  1,488,946
     Common stock issued for payment of expenses               $         --       $         --       $    326,527
     Common stock issued for equipment                         $         --       $         --       $     25,000
     Common stock options issued for financing fees            $         --       $         --       $    276,000
     Options issued for services                               $         --       $         --       $    801,892
     Warrants issued for services                              $         --       $         --       $    688,771
     Noncash expenses                                          $         --       $         --       $    126,864

</TABLE>



     The accompanying condensed notes are an integral part of these interim
                       consolidated financial statements.


                                     F/S-4
<PAGE>

METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2006
--------------------------------------------------------------------------------


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Metalline Mining Company ("the Company") was incorporated in the State of Nevada
on November  8, 1993 as the Cadgie  Company  for the  purpose of  acquiring  and
developing  mineral  concessions.  The Cadgie  Company  was a spin-off  from its
predecessor, Precious Metal Mines, Inc. On June 28, 1996, at a special directors
meeting,  the  Company's  name was  changed to  Metalline  Mining  Company.  The
Company's fiscal year-end is October 31.

The Company expects to engage in the business of mining.  The Company  currently
owns concessions  located in a mining region known as the Sierra Mojada District
that is located in the  municipality  of Sierra Mojada,  Coahuila,  Mexico.  The
Company  conducts its operations in Mexico  through its wholly owned  subsidiary
corporation, Minera Metalin S.A. de C.V. ("Minera Metalin").

NOTE 2 - BASIS OF PRESENTATION

The  foregoing  unaudited  interim  financial  statements  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and with the  instructions  to Form  10-QSB and  Regulation  S-B as
promulgated  by the  Securities and Exchange  Commission  ("SEC").  Accordingly,
these  financial  statements do not include all of the  disclosures  required by
generally  accepted  accounting  principles  in the United States of America for
complete  financial  statements.  These unaudited interim  financial  statements
should be read in conjunction with the audited financial statements for the year
ended October 31, 2005.  In the opinion of  management,  the  unaudited  interim
financial statements furnished herein include all adjustments,  all of which are
of a normal recurring nature,  necessary for a fair statement of the results for
the interim period presented.

The preparation of financial  statements in accordance  with generally  accepted
accounting  principles  in the  United  States of  America  requires  the use of
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities,  disclosure of contingent  assets and liabilities known to exist as
of the date the financial statements are published,  and the reported amounts of
revenues and expenses during the reporting period. Uncertainties with respect to
such estimates and  assumptions are inherent in the preparation of the Company's
financial statements;  accordingly, it is possible that the actual results could
differ from these  estimates and assumptions and could have a material effect on
the  reported  amounts  of the  Company's  financial  position  and  results  of
operations.

Operating  results  for the  six-month  period  ended  April  30,  2006  are not
necessarily  indicative  of the results that may be expected for the year ending
October 31, 2006.

                                     F/S-5
<PAGE>

METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2006
--------------------------------------------------------------------------------


Concentration of Risk
---------------------

The Company maintains its domestic cash in two commercial  depository  accounts.
One of these accounts is insured by the Federal  Deposit  Insurance  Corporation
(FDIC) for up to $100,000.  The other  account  consists of money market  funds,
certificates of deposit and preferred securities,  all of which are not insured.
The Company also maintains cash in banks in Mexico.  These  accounts,  which had
U.S.  dollar  balances  of  $42,477  and  $20,253  at April  30,  2006 and 2005,
respectively,   are   denominated  in  pesos  and  are   considered   uninsured.
Additionally,  the Company  maintained  Mexican  petty cash balances of $157 and
$1,542  at April  30,  2006 and  2005,  respectively.  At April  30,  2006,  the
Company's cash balances included $9,592,104 which was not federally insured.

Exploration Costs
-----------------

In accordance with accounting principles generally accepted in the United States
of America,  the Company  expenses  exploration  costs as incurred.  Exploration
costs expensed  during the six months ended April 30, 2006 and 2005 were $71,862
and $736,521,  respectively. The exploration costs expensed during the Company's
exploration stage amount to $5,405,948.

Foreign Operations
------------------

The  accompanying  balance  sheet at April 30, 2006 contains  Company  assets in
Mexico,  including:   $4,334,767  in  property  concessions;   $514,855  (before
accumulated  depreciation) of mining  equipment;  and $42,634 of cash.  Although
this country is  considered  economically  stable,  it is always  possible  that
unanticipated   events  in  foreign   countries   could  disrupt  the  Company's
operations. The Mexican government does not require foreign entities to maintain
cash reserves in Mexico.

Going Concern
-------------

As shown in the accompanying financial statements,  the Company has no revenues,
has  incurred a net loss of  $2,001,309  for the six months ended April 30, 2006
and has an accumulated  deficit of $18,623,108.  These factors indicate that the
Company may be unable to continue in existence.  The financial statements do not
include any adjustments  related to the  recoverability  and  classification  of
recorded assets, or the amounts and  classification of liabilities that might be
necessary in the event the Company cannot continue in existence.

The Company's  management  believes  that private  placements of its shares have
provided sufficient cash for the Company to continue to operate based on current
expense projections.


                                     F/S-6
<PAGE>

METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2006
--------------------------------------------------------------------------------


NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

In March 2006,  the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 156, "Accounting for Servicing of Financial
Assets--an  amendment of FASB  Statement  No. 140." This  statement  requires an
entity to  recognize  a  servicing  asset or  servicing  liability  each time it
undertakes  an  obligation  to  service a  financial  asset by  entering  into a
servicing  contract  in any of  the  following  situations:  a  transfer  of the
servicer's  financial assets that meets the requirements for sale accounting;  a
transfer of the  servicer's  financial  assets to a  qualifying  special-purpose
entity in a guaranteed  mortgage  securitization in which the transferor retains
all of the resulting securities and classifies them as either available-for-sale
securities  or  trading  securities;  or  an  acquisition  or  assumption  of an
obligation to service a financial asset that does not relate to financial assets
of the servicer or its consolidated affiliates.  The statement also requires all
separately recognized servicing assets and servicing liabilities to be initially
measured at fair value,  if  practicable  and permits an entity to choose either
the  amortization or fair value method for subsequent  measurement of each class
of servicing  assets and  liabilities.  The statement  further  permits,  at its
initial adoption,  a one-time  reclassification of available for sale securities
to trading  securities by entities with  recognized  servicing  rights,  without
calling into question the treatment of other available for sale securities under
Statement 115, provided that the available for sale securities are identified in
some  manner as  offsetting  the  entity's  exposure to changes in fair value of
servicing assets or servicing liabilities that a servicer elects to subsequently
measure at fair value and requires separate presentation of servicing assets and
servicing  liabilities  subsequently  measured at fair value in the statement of
financial  position and additional  disclosures  for all  separately  recognized
servicing  assets and  servicing  liabilities.  This  statement is effective for
fiscal years beginning  after September 15, 2006, with early adoption  permitted
as of the beginning of an entity's fiscal year. Management believes the adoption
of this  statement will have no impact on the Company's  financial  condition or
results of operations.

In February 2006, the Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards No. 155, "Accounting for Certain Hybrid Financial
Instruments,  an Amendment of FASB Standards No. 133 and 140" (hereinafter "SFAS
No. 155").  This statement  established  the accounting for certain  derivatives
embedded in other  instruments.  It  simplifies  accounting  for certain  hybrid
financial  instruments  by permitting  fair value  remeasurement  for any hybrid
instrument  that contains an embedded  derivative  that otherwise  would require
bifurcation  under  SFAS No. 133 as well as  eliminating  a  restriction  on the
passive derivative instruments that a qualifying  special-purpose entity ("SPE")
may  hold  under  SFAS No.  140.  This  statement  allows  a  public  entity  to
irrevocably elect to initially and subsequently measure a hybrid instrument that
would be required to be separated  into a host  contract and  derivative  in its
entirety at fair value (with  changes in fair value  recognized  in earnings) so
long as that  instrument is not designated as a hedging  instrument  pursuant to
the statement.  SFAS No. 140 previously prohibited a qualifying  special-purpose
entity  from  holding a  derivative  financial  instrument  that  pertains  to a
beneficial  interest other than another derivative  financial  instrument.  This
statement is effective for fiscal years beginning after September 15, 2006, with
early  adoption  permitted  as of the  beginning  of an  entity's  fiscal  year.
Management  believes the adoption of this  statement  will have no impact on the
Company's financial condition or results of operations.


                                     F/S-7
<PAGE>

METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2006
--------------------------------------------------------------------------------


NOTE 4 - CONCESSIONS IN THE SIERRA MOJADA DISTRICT

Sierra Mojada Mining Concessions
--------------------------------

During the period of August 23, 1996 to July 18, 2000, the Company  executed six
separate  agreements  for the  acquisition  of eight  concessions  in the mining
region known as the Sierra Mojada District  located in Sierra Mojada,  Coahuila,
Mexico. Each agreement enabled the Company to explore the underlying  concession
in  consideration  for the payment of stipulated  annual  payments.  Each of the
concession  agreements  included an option to purchase  the  concession  and the
annual payments, which were applied in full toward the contracted purchase price
of the related concession.

The Company  subsequently  completed the purchase of the eight  concessions,  as
follows: Esmeralda, consisting of approximately 118 hectares, on March 20, 1997;
Fortuna,  consisting of approximately 14 hectares,  on December 8, 1999;  Sierra
Mojada and  Mojada 3,  consisting  of  approximately  4,767 and 1,689  hectares,
respectively,  on May  30,  2000;  Unificacion  Mineros  Nortenos  and  Vulcano,
consisting  of  approximately  337 and 4 hectares,  respectively,  on August 30,
2000; Esmeralda I, consisting of approximately 98 hectares,  on August 20, 2001;
and La Blanca,  consisting of approximately 34 hectares, on August 20, 2001. The
Company has recorded the concessions at acquisition cost.

All of the  concessions  were  acquired  by  purchase  agreements  with  Mexican
entities and/or Mexican  individuals and all of the concessions were paid for in
cash.  In the  acquisition  of Sierra Mojada and Mojada 3 there was one purchase
agreement for both concessions.  Also, in the acquisition of Unificacion Mineros
Nortenos and Vulcano, there was one purchase agreement for both concessions.

Because all eight concessions are located in the same mining region and in close
proximity to one another,  the  concessions  are routinely  treated as one major
prospect area and are collectively referred to as the Sierra Mojada Project. The
primary work  performed on the Company's  concessions  has consisted of geologic
mapping,  sampling,  and drilling.  This work has resulted in  establishing  the
presence of  mineralized  material  (zinc) of  sufficient  quantity and grade to
justify in the Company's opinion a feasibility study which commenced in 2005.


NOTE 5 - PROPERTY AND EQUIPMENT

The following is a summary of the Company's  property and equipment at April 30,
2006 and October 31, 2005, respectively:


                                     F/S-8
<PAGE>

METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2006
--------------------------------------------------------------------------------


                                     April 30,      October 31,
                                       2006            2005
                                     ---------       ---------
Mining equipment                     $ 514,855       $ 514,855
Buildings and structures               141,061         141,061
Land - non mineral                      15,839          15,839
Vehicles                                42,068          42,068
Computer equipment                      91,211          88,787
Office equipment                         4,183           4,183
Furniture and fixtures                   8,185           8,185
                                     ---------       ---------
                                       817,402         814,978
Less:  Accumulated depreciation       (365,537)       (324,094)
                                     ---------       ---------

                                     $ 451,865       $ 490,884
                                     =========       =========

Depreciation  expense for the periods  ended April 30, 2006 and 2005 was $41,443
and $21,149 respectively.


NOTE 6 - CAPITAL STOCK

Preferred Stock
---------------

At its March 1, 2001 annual shareholders  meeting, the Company approved a change
to its  articles of  incorporation  whereby the Company is  authorized  to issue
1,000,000 shares of $0.01 par value preferred  stock.  The specific  features of
the preferred stock are to be determined by the Company's board of directors. At
April 30, 2006, there were no shares of preferred stock issued or outstanding.

Common Stock
------------

In March 2005, the Company's board of directors  authorized a private  placement
of up to 5,333,334 shares of the Company's restricted common stock at a price of
$1.125 per share for total  proceeds of  $6,000,000.  Purchasers of these shares
also received a warrant to purchase one share of the  Company's  common stock at
an exercise price of $2.00 per share with an exercise  period of five years.  In
September  2005, a modification  of the private  placement terms was authorized.
The  modified  terms allow for the issuance of shares of common stock at a price
of $0.80 per share, a warrant  exercise price of $1.25 per share and an exercise
period of five years.  During the six months ended April 30,  2006,  the Company
issued  13,448,483  shares of common  stock  under  the  aforementioned  private
placement,  for cash  consideration  at $0.80 per share with  attached  warrants
valued at an  average  of $0.29  per  share.  Net  proceeds  from  this  private
placement were $10,758,737.  The commission and other costs associated with this
private placement were $339,816.  In addition to the common stock issued through
the  private  placement,  248,593  shares of common  stock were issued for prior
compensation at $2.69 per share.

Stock Options
-------------

On March 1, 2001, the Company's  shareholders  approved a qualified stock option
plan. The number of shares  eligible for issuance under the qualified plan is to
be determined by the  Company's  board of directors.  The Company has not issued
any new options  since 2002.  As of April 30, 2006,  there were 670,000  options
outstanding and  exercisable.  Of this amount,  250,000 were granted to officers
and directors of the Company.

                                     F/S-9
<PAGE>

METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2006
--------------------------------------------------------------------------------


Summarized  information  regarding stock options  outstanding and exercisable at
April 30, 2006 is as follows:

<TABLE>
<CAPTION>

                                  Options Outstanding                                      Options Exercisable
       --------------------------------------------------------------------------    ---------------------------------
                                                Weighted
                                                 Average             Weighted                             Weighted
                                                Remaining             Average                              Average
        Exercise            Number             Contractual           Exercise           Number            Exercise
          Price           Outstanding         Life (Years)             Price          Exercisable           Price

<S> <C>                     <C>                   <C>           <C>                     <C>           <C>
    $     1.25              100,000               3.27          $      1.25             100,000       $      1.25
          1.32              370,000               0.43                 1.32             370,000              1.32
          2.15              200,000               3.84                 2.15             200,000              2.15
       ------------    ------------------    ----------------      --------------    ---------------     -------------
    $   1.25-2.15           670,000               1.87          $      1.60             670,000       $      1.56
       ============    ==================    ================      ==============    ===============     =============
</TABLE>

Warrants
--------

During the six months ended April 30, 2006, the Company issued 13,448,483 common
stock warrants, exercisable at $1.25 per share. A value of $0.29 per warrant was
allocated to these warrants with a total  allocated  value of $3,924,480 as part
of the investment unit priced at $0.80 per share.


NOTE 7 - INCOME TAXES

At April 30,  2006,  the Company had net deferred  tax assets  calculated  at an
expected rate of 34% of approximately  $5,282,000,  principally arising from net
operating  loss  carryforwards  for income tax  purposes.  As  management of the
Company  cannot  determine that it is more likely than not that the Company will
realize  the  benefit  of the net  deferred  tax  asset,  there  is a  valuation
allowance equal to the net deferred tax asset.


                                     F/S-10
<PAGE>

METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2006
--------------------------------------------------------------------------------


The  significant  components  of the  deferred  tax assets at April 30, 2006 and
October 31, 2005 are as follows:

                                              April 30,            October 31,
                                                2006                  2005
                                            ------------          ------------
Net operating loss carryforward             $ 15,534,000          $ 13,572,000
                                            ============          ============


Deferred tax asset                          $  5,282,000          $  4,614,000

Deferred tax asset valuation allowance      $ (5,282,000)         $ (4,614,000)


As of April 30,  2006,  the  Company had net  operating  loss  carryforwards  of
approximately  $15,534,000,  which  expire in the years 2008 through  2026.  The
Company has recognized  approximately  $1,491,000 of losses from the issuance of
stock  options and  warrants for services  through  fiscal 2005,  which were not
deductible  for tax purposes.  The change in the allowance  account from October
31, 2005 to April 30, 2006 was $668,000.  The Company has  immaterial  temporary
differences resulting from differences in tax depreciation of equipment.



                                     F/S-11