##### Table of Contents



U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR
THE QUARTERLY PERIOD ENDED January 31, 2008.
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD OF  TO.
 Commission File Number: 001-33125
 METALLINE MINING COMPANY
 (Exact name of registrant as specified in its charter)
 Nevada
    
    91-1766677State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization
    
    Identification No.)
 1330 E. Margaret Ave., Coeur dAlene, ID 83815
 (208) 665-2002
  þ o
  o o þ o
  o þ




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##### 



PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 METALLINE MINING COMPANY
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2008
  
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PAGEConsolidated Financial Statements:Consolidated Balance Sheets as of January 31, 2008 and October 31, 2007
    
    
    2Consolidated Statements of Operations for the three months ended
January 31, 2008 and January 31, 2007 and for the period from inception
(November 8, 1993) to January 31, 2008
    
    
    3Consolidated Statements of Cash Flows for the three months ended
January 31, 2008 and January 31, 2007, and for the period from inception
(November 8, 1993) to January 31, 2008
    
    
    4 - 5Condensed
Notes to Consolidated Financial Statements
    
    
    6Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
    1




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##### Table of Contents



METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
 
 CONSOLIDATED BALANCE SHEETS
 January 31,
    
    
    October 31,2008
    
    
    2007(Unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    8,178,952
    
    
    $
    1,434,487Marketable securities
    
    
    
    
    
    
    7,900,000Value-added tax receivable
    
    
    551,505
    
    
    
    401,341Other receivables
    
    
    38,607
    
    
    
    23,993Prepaid expenses
    
    
    62,189
    
    
    
    17,827Total Current Assets
    
    
    8,831,253
    
    
    
    9,777,648PROPERTY CONCESSIONSSierra Mojada District (Note 4)
    
    
    4,482,840
    
    
    
    4,536,111EQUIPMENTOffice and mining equipment, net of accumulated depreciation
of $446,111 and 407,457, respectively (Note 5)
    
    
    1,075,177
    
    
    
    919,420TOTAL ASSETS
    
    $
    14,389,270
    
    
    $
    15,233,179LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    112,288
    
    
    $
    84,634Accounts payable  Related Parties
    
    
    
    
    
    
    68,460Income Tax Payable
    
    
    90,657
    
    
    
    55,331Accrued liabilities and expenses
    
    
    101,058
    
    
    
    92,133Other liabilities
    
    
    76,602
    
    
    
    100,766Total Current Liabilities
    
    
    380,605
    
    
    
    401,324COMMITMENTS AND CONTINGENCIES (Note 10)
    
    
    
    
    
    
    STOCKHOLDERS EQUITYCommon stock, $0.01 par value; 160,000,000 shares authorized,
39,612,227 and 39,144,977 shares issued and outstanding, respectively
    
    
    396,122
    
    
    
    391,450Additional paid-in capital
    
    
    50,371,861
    
    
    
    49,273,440Deficit accumulated during exploration stage
    
    
    (36,759,047
    )
    
    
    (34,746,393
    )Other comprehensive (loss)
    
    
    (271
    )
    
    
    (86,642
    )Total Stockholders Equity
    
    
    14,008,665
    
    
    
    14,831,855TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    14,389,270
    
    
    $
    15,233,179
   2




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##### Table of Contents



METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 November 8,1993(Inception)Three Months Ended
    
    
    ToJanuary 31,
    
    
    January 31,2008
    
    
    2007
    
    
    2008REVENUES
    
    $
    
    
    
    $
    
    
    
    $
    EXPLORATION AND PROPERTY HOLDING COSTSExploration and property holding costs
    
    
    633,755
    
    
    
    587,282
    
    
    
    13,467,877Depreciation and asset write-off
    
    
    60,256
    
    
    
    
    
    
    
    543,579TOTAL EXPLORATION AND PROPERY
HOLDING COSTS
    
    
    694,011
    
    
    
    587,282
    
    
    
    14,011,456GENERAL AND ADMINISTRATIVE EXPENSESSalaries and payroll expenses
    
    
    635,478
    
    
    
    163,398
    
    
    
    10,461,960Office and administrative expenses
    
    
    93,801
    
    
    
    119,143
    
    
    
    2,085,033Professional services
    
    
    320,053
    
    
    
    1,352,945
    
    
    
    8,269,507Directors fees
    
    
    160,629
    
    
    
    78,000
    
    
    
    2,435,960Depreciation
    
    
    6,366
    
    
    
    3,785
    
    
    
    181,752TOTAL GENERAL AND ADMINISTRATIVE
EXPENSES
    
    
    1,216,327
    
    
    
    1,717,271
    
    
    
    23,434,212LOSS FROM OPERATIONS
    
    
    (1,910,338
    )
    
    
    (2,304,553
    )
    
    
    (37,445,668
    )OTHER INCOME (EXPENSES)Interest and investment income
    
    
    89,625
    
    
    
    70,633
    
    
    
    774,589Foreign currency transaction gain (loss)
    
    
    (156,117
    )
    
    
    
    
    
    
    (58,108
    )Miscellaneous ore sales, net of expenses
    
    
    
    
    
    
    
    
    
    
    134,242VAT tax refunds
    
    
    
    
    
    
    
    
    
    
    132,660Miscellaneous income
    
    
    18
    
    
    
    96
    
    
    
    82,352Interest and financing expense
    
    
    
    
    
    
    
    
    
    
    (289,230
    )TOTAL OTHER INCOME (EXPENSE)
    
    
    (66,474
    )
    
    
    70,729
    
    
    
    776,505LOSS BEFORE INCOME TAXES
    
    
    (1,976,812
    )
    
    
    (2,233,824
    )
    
    
    (36,669,163
    )INCOME TAXES
    
    
    35,841
    
    
    
    
    
    
    
    89,884NET LOSS
    
    $
    (2,012,653
    )
    
    $
    (2,233,824
    )
    
    $
    (36,759,047
    )OTHER COMPREHENSIVE INCOME (LOSS) 
Foreign Currency translation adjustments
    
    
    86,371
    
    
    
    
    
    
    
    (271
    )COMPREHENSIVE LOSS
    
    $
    (1,926,282
    )
    
    $
    (2,233,824
    )
    
    $
    (36,759,318
    )BASIC AND DILUTED NET LOSS PER COMMON SHARE
    
    $
    (0.05
    )
    
    $
    (0.07
    )BASIC AND DILUTED WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
    
    
    39,392,466
    
    
    
    34,207,912
   3




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##### Table of Contents



METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Period fromNovember 8,Three Month Ended
    
    
    1993 (Inception)January 31,
    
    
    to January 31,2008
    
    
    2007
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (2,012,653
    )
    
    $
    (2,233,824
    )
    
    $
    (36,759,047
    )Adjustments to reconcile net loss to net cash used by
operating activities:Depreciation and equipment write-off
    
    
    66,622
    
    
    
    3,785
    
    
    
    727,341Noncash expenses
    
    
    
    
    
    
    2,825
    
    
    
    126,864Foreign currency transaction loss (gain)
    
    
    156,116
    
    
    
    
    
    
    
    58,108Common stock issued for services
    
    
    
    
    
    
    
    
    
    
    1,237,047Common stock issued for compensation
    
    
    82,840
    
    
    
    
    
    
    
    1,059,946Options issued for compensation
    
    
    413,131
    
    
    
    
    
    
    
    4,794,190Common stock issued for directors fees
    
    
    130,560
    
    
    
    
    
    
    
    436,740Options and warrants issued for directors fees
    
    
    
    
    
    
    
    
    
    
    1,665,705Stock options issued for services
    
    
    
    
    
    
    
    
    
    
    1,263,023Stock options issued for financing fees
    
    
    
    
    
    
    
    
    
    
    276,000Common stock issued for payment of expenses
    
    
    
    
    
    
    
    
    
    
    326,527Stock warrants issued for services
    
    
    
    
    
    
    1,094,950
    
    
    
    1,852,720(Increase) decrease in:Accounts receivable
    
    
    
    
    
    
    (362,752
    )
    
    
    Value added tax receivable
    
    
    (154,300
    )
    
    
    
    
    
    
    (547,534
    )Other receivables
    
    
    (14,862
    )
    
    
    
    
    
    
    (38,534
    )Prepaid expenses
    
    
    (44,381
    )
    
    
    (34,402
    )
    
    
    (62,168
    )Increase (decrease) in:Accounts payable
    
    
    28,018
    
    
    
    (104,036
    )
    
    
    112,520Accounts payable  related parties
    
    
    (68,460
    )
    
    
    63,000
    
    
    
    Income tax payable
    
    
    35,841
    
    
    
    
    
    
    
    90,055Accrued liabilities and expenses
    
    
    9,969
    
    
    
    (34,059
    )
    
    
    101,783Other liabilities
    
    
    (22,895
    )
    
    
    
    
    
    
    75,836Net cash used by operating activities
    
    
    (1,394,454
    )
    
    
    (1,604,513
    )
    
    
    (23,202,878
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of investments
    
    
    
    
    
    
    
    
    
    
    (21,609,447
    )Proceeds from investment sales
    
    
    7,900,000
    
    
    
    2,380,000
    
    
    
    21,609,447Equipment purchases
    
    
    (232,013
    )
    
    
    
    
    
    
    (1,768,850
    )Mining property acquisitions
    
    
    
    
    
    
    
    
    
    
    (4,632,037
    )Net cash provided by (used by) investing activities
    
    
    7,667,987
    
    
    
    2,380,000
    
    
    
    (6,400,887
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from sales of common stock
    
    
    
    
    
    
    
    
    
    
    33,379,207Proceeds from sales of options and warrants
    
    
    
    
    
    
    
    
    
    
    949,890Proceeds from exercise of warrants
    
    
    476,563
    
    
    
    
    
    
    
    3,447,966Proceeds from shareholder loans
    
    
    
    
    
    
    
    
    
    
    30,000Payment of note payable
    
    
    
    
    
    
    
    
    
    
    (15,783
    )Net cash provided by financing activities:
    
    
    476,563
    
    
    
    
    
    
    
    37,791,280Effect of exchange rates on cash
    
    
    (5,631
    )
    
    
    
    
    
    
    (8,563
    )Net increase in cash and cash equivalents
    
    
    6,744,465
    
    
    
    775,487
    
    
    
    8,178,952Cash and cash equivalents beginning of period
    
    
    1,434,487
    
    
    
    689,994
    
    
    
    Cash and cash equivalents end of period
    
    $
    8,178,952
    
    
    $
    1,465,481
    
    
    $
    8,178,952
   4




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##### Table of Contents



METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 Period fromNovember 8,Three Month Ended
    
    
    1993 (Inception)January 31,
    
    
    to January 31,2008
    
    
    2007
    
    
    2008SUPPLEMENTAL CASH FLOW DISCLOSURES:Income taxes paid
    
    $
    
    
    
    $
    
    
    
    $
    Interest paid
    
    $
    
    
    
    $
    3,515
    
    
    $
    286,771NON-CASH INVESTING AND FINANCING ACTIVITIES:Common stock issued for equipment
    
    $
    
    
    
    $
    
    
    
    $
    25,000Common stock options issued for financing fees
    
    $
    
    
    
    $
    
    
    
    $
    276,000
   5




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##### Table of Contents



NOTE 1  ORGANIZATION AND DESCRIPTION OF BUSINESS
     NOTE 2  BASIS OF PRESENTATION
     6




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##### Table of Contents



NOTE 3  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Reclassifications
  Concentration of Risk
  Earnings Per Share
  Exploration Costs
  Foreign Operations
  IVA Tax Receivable
   7




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##### Table of Contents



NOTE 3  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 Marketable Securities
 Accounting for
Certain Investments in Debt and Equity Securities
  Income Taxes
   Recent Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities  including an amendment of FASB Statement No. 115
  8




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##### Table of Contents



NOTE 3  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 Business Combinations
 , Noncontrolling Interests in Consolidated Financial
Statements
 NOTE 4  CONCESSIONS IN THE SIERRA MOJADA DISTRICT
 Sierra Mojada Mining Concessions
    9




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##### Table of Contents



NOTE 4  CONCESSIONS IN THE SIERRA MOJADA DISTRICT (continued)
  AcquisitionConcession
    
    Method
    
    
    Date
    
    
    Hectares
    
    
    Cost BasisSierra Mojada
    
    Purchased
    
    
    5/30/2000
    
    
    
    4,767.32
    
    
    $
    15,755Mojada 3
    
    Purchased
    
    
    5/30/2000
    
    
    
    722.00
    
    
    
    Unificacion Mineros Nortenos
    
    Purchased
    
    
    8/30/2000
    
    
    
    336.79
    
    
    
    3,654,836Vulcano
    
    Purchased
    
    
    8/30/2000
    
    
    
    4.49
    
    
    
    Esmeralda 1
    
    Purchased
    
    
    8/20/2001
    
    
    
    95.50
    
    
    
    179,615Esmeralda
    
    Purchased
    
    
    3/20/1997
    
    
    
    117.50
    
    
    
    253,708La Blanca
    
    Purchased
    
    
    8/20/2001
    
    
    
    33.50
    
    
    
    121,829Fortuna
    
    Claim Filed
    
    
    12/8/1999
    
    
    
    13.96
    
    
    
    76,143Mojada 2
    
    Claim Filed
    
    
    7/17/2006
    
    
    
    3,500.00
    
    
    
    El Retorno
    
    Purchased
    
    
    4/10/2006
    
    
    
    817.65
    
    
    
    15,302Los Ramones
    
    Purchased
    
    
    4/10/2006
    
    
    
    8.60
    
    
    
    276El Retorno Fracc. 1
    
    Purchased
    
    
    4/20/2006
    
    
    
    5.51
    
    
    
    92Dormidos
    
    Claim Filed
    
    
    4/9/2007
    
    
    
    2,326.10
    
    
    
    Agua Mojada(1)
    
    Claim Filed
    
    
    1/26/2007
    
    
    
    2,900.00
    
    
    
    6,058Alote(1)
    
    Claim Filed
    
    
    5/17/2007
    
    
    
    3,749.00
    
    
    
    6,022Volcan Dolores
    
    Purchased
    
    
    9/24/2007
    
    
    
    10.49
    
    
    
    153,20419,408.41
    
    
    $
    4,482,840
 
 (1)
    
    Title for this concession is pending. NOTE 5  PROPERTY AND EQUIPMENT
  January 31,
    
    
    October 31,2008
    
    
    2007Mining equipment
    
    $
    1,015,159
    
    
    $
    838,635Communication equipment
    
    
    8,797
    
    
    
    8,902Buildings and structures
    
    
    157,793
    
    
    
    153,590Vehicles
    
    
    146,800
    
    
    
    172,449Computer equipment and software
    
    
    184,700
    
    
    
    145,167Office equipment
    
    
    8,039
    
    
    
    8,1341,521,288
    
    
    
    1,326,877Less: Accumulated depreciation
    
    
    (446,111
    )
    
    
    (407,457
    )$
    1,075,177
    
    
    $
    919,420
   10




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##### Table of Contents



NOTE 6  SHAREHOLDER RIGHTS PLAN
   NOTE 7  COMMON STOCK
  NOTE 8  STOCK OPTIONS
   Three Months EndedJanuary 31,Options
    
    2008
    
    
    2007(1)Expected volatility
    
    
    73
    %
    
    
    Risk-free interest rate
    
    
    3.4
    %
    
    
    Dividend yield
    
    
    
    
    
    
    Expected term (in years)
    
    
    8.32
    
    
    
    
 
 (1)
    
    No options were granted during the three months ended January 31, 2007.  11




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##### Table of Contents



NOTE 8  STOCK OPTIONS (continued)
   WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    Shares
    
    
    Price
    
    
    Life (Years)
    
    
    ValueOutstanding at October 31, 2007
    
    
    3,650,000
    
    
    $
    2.63Granted
    
    
    600,004
    
    
    
    2.18Exercised
    
    
    
    
    
    
    Forfeited or Expired
    
    
    
    
    
    
    Outstanding at January 31, 2008
    
    
    4,250,004
    
    
    $
    2.57
    
    
    
    7.77
    
    
    $
    305,000Vested or Expected to Vest at
January 31, 2008
    
    
    3,383,333
    
    
    $
    2.50
    
    
    
    7.56
    
    
    $
    249,000Exercisable at January 31, 2008
    
    
    3,383,333
    
    
    $
    2.50
    
    
    
    7.56
    
    
    $
    249,000
   Options Outstanding
    
    
    Options ExercisableWeightedAve.
    
    
    Weighted
    
    
    
    
    
    
    WeightedRemaining
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    Number
    
    
    Contractual
    
    
    Exercise
    
    
    Number
    
    
    ExercisePrice
    
    
    Outstanding
    
    
    Life (Years)
    
    
    Price
    
    
    Exercisable
    
    
    Price$
    1.25-1.32
    
    
    
    200,000
    
    
    
    2.10
    
    
    $
    1.29
    
    
    
    200,000
    
    
    $
    1.292.15-2.85
    
    
    
    3,800,004
    
    
    
    7.97
    
    
    
    2.52
    
    
    
    3,133,333
    
    
    
    2.554.30
    
    
    
    250,000
    
    
    
    9.39
    
    
    
    4.30
    
    
    
    50,000
    
    
    
    4.30$
    1.25-4.30
    
    
    
    4,250,004
    
    
    
    7.77
    
    
    $
    2.57
    
    
    
    3,383,333
    
    
    $
    2.50
  Weighted-AverageGrant-DateNonvested Shares
    
    Shares
    
    
    Fair ValueNonvested at October 31, 2007
    
    
    400,000
    
    
    $
    2.79Granted
    
    
    600,004
    
    
    
    2.18Vested
    
    
    (133,333
    )
    
    
    2.18Forfeited
    
    
    
    
    
    
    Nonvested at January 31, 2008
    
    
    866,671
    
    
    $
    2.46
  12




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##### Table of Contents



NOTE 8  STOCK OPTIONS (continued)
    NOTE 9  WARRANTS
   WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicWarrants
    
    Shares
    
    
    Price
    
    
    Life (Years)
    
    
    ValueOutstanding at November 1, 2007
    
    
    14,380,147
    
    
    $
    1.44Issued with private placement
    
    
    
    
    
    
    Issued for services
    
    
    
    
    
    
    Exercised
    
    
    (381,250
    )
    
    
    1.25Forfeited or expired
    
    
    (52,333
    )
    
    
    2.13Outstanding at January 31, 2008
    
    
    13,946,564
    
    
    $
    1.45
    
    
    
    2.97
    
    
    $
    12,649,859
  13




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##### Table of Contents



NOTE 9  WARRANTS (continued)
  Warrants Outstanding and ExercisableWeighted Ave.Remaining
    
    
    WeightedNumber
    
    
    Contractual
    
    
    AverageExercise Price
    
    
    Outstanding
    
    
    Life (Years)
    
    
    Exercise Price$
    1.25 - $1.75
    
    
    
    12,085,169
    
    
    
    2.93
    
    
    $
    1.25$
    2.00 - $2.63
    
    
    
    1,361,395
    
    
    
    2.98
    
    
    
    2.42$
    3.40 - $5.00
    
    
    
    500,000
    
    
    
    3.93
    
    
    
    3.40$
    1.25 - $5.00
    
    
    
    13,946,564
    
    
    
    2.97
    
    
    $
    1.45
   NOTE 10  COMMITMENTS AND CONTINGENCIES
 Compliance with Environmental Regulations
  Employment Agreements
   Royalty Agreement
  Mining Concessions
   14




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##### Table of Contents



NOTE 11  INCOME TAXES
 Provision for Taxes
   Adoption of FIN 48  Accounting for Uncertainty in Income Taxes
     United States:
    
    1993 and all following yearsMexico:
    
    1997 and all following years
    15




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NOTE 12  SEGMENT INFORMATION
   January 31,January 31,
    
    
    October 31,2008
    
    
    2007Identifiable assetsMexico
    
    $
    6,426,000
    
    
    $
    6,063,000United States
    
    
    7,963,000
    
    
    
    9,170,000$
    14,389,000
    
    
    $
    15,233,000
 Inception toFor the three months ended
    
    
    dateJanuary 31,
    
    
    January 31,2008
    
    
    2007
    
    
    2008Net loss for the periodMexico
    
    $
    827,000
    
    
    $
    429,000
    
    
    $
    8,445,000United States
    
    
    1,186,000
    
    
    
    1,805,000
    
    
    
    28,314,000$
    2,013,000
    
    
    $
    2,234,000
    
    
    $
    36,759,000
  16




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
  Cautionary Statement about Forward-Looking Statements
 
 
    
    The amount and nature of future capital, development and exploration expenditures;
    
    The timing of exploration activities; and
    
    Business strategies and development of our business plan.
   Plan of Operation
    17




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Cautionary Note
   18




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Results of Operation
  Exploration and property holding costs
  General and Administrative Costs
    Other Income (Expense)
  Liquidity and Capital Resources
   19




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Recent Accounting Pronouncements
  Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities  including an amendment of FASB Statement No. 115
  20




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Business Combinations
 , Noncontrolling Interests in Consolidated Financial
Statements
 Critical Accounting Policies
   Property Concessions
   Deferred tax assets and liabilities
  Estimates
   21




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##### Table of Contents



Foreign Currency Translation
  Accounting for Stock Options and Warrants Granted to Employees and Non-employees
    Impairment of Long-Lived Assets
 
  22




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Environmental Matters
   ITEM 3. QUANTITATATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Foreign Currency Exchange Risk
 
 ITEM 4. CONTROLS AND PROCEDURES
 (a) Evaluation of Disclosure Controls and Procedures.
    23




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##### Table of Contents



(b) Changes In Internal Controls Over Financial Reporting
  PART II  OTHER INFORMATION
 Item 1. LEGAL PROCEEDINGS
  Item 1A. RISK FACTORS
  Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND PROCEEDS
 Recent Sales of Unregistered Securities
    24




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Item 3. DEFAULT UPON SENIOR SECURITES
  Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Item 5. OTHER INFORMATION
  Item 6. EXHIBITS
 3.1(a)
    
    Articles of Incorporation.13.1(b)
    
    Certificate of Amendment to Articles of Incorporation.23.2
    
    Bylaws.210.1
    
    Employment Agreement with Robert Devers, effective January 1, 2008331.1
    
    Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.31.2
    
    Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.32.1
    
    Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.32.2
    
    Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
 
 (1)
    
    Incorporated by reference from Form 10-SB, filed October 15, 1999.(2)
    
    Incorporated by reference from Form 10-QSB, filed September 19, 2006.(3)
    
    Incorporated by reference from Form 8-K, filed January 22, 2008.  25




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SIGNATURES
  METALLINE MINING COMPANYDate: March 17, 2008
    By:
    /s/ Merlin BinghamMerlin Bingham,President and Principal Executive Officer Date: March 17, 2008
    By:
    /s/ Robert DeversRobert Devers,Chief Financial Officer and Principal
Accounting   Officer  26