<page>
                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                           ___________

                           FORM 10-QSB

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934
          FOR THE FISCAL YEAR ENDED April 30, 2005
                             OR
   [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934
   For the transition period from ________ to _________

              Commission file number: 000-27667

                   METALLINE MINING COMPANY
       (Exact name of registrant as specified in its charter)

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

                      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 [  ]

There were 19,928,181 shares of the issuer's common stock, par value $0.01,
outstanding as of May 1, 2005.
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           METALLINE MINING COMPANY QUARTERLY REPORT
            ON FORM 10-QSB FOR THE QUARTERLY PERIOD
                  ENDED APRIL 30, 2005

                 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 . . . . . . . . . . . . 8

PART II  OTHER INFORMTATION

  Item 1:  Legal Proceedings . . . . . . . . . . . . . . . 8

  Item 2:  Unregistered Sales of Equity Securities
           and Use of Proceeds . . . . . . . . . . . . . . 8

  Item 3:  Defaults upon Senior Securities . . . . . . . . 8

  Item 4:  Submission of Matters to a Vote of
           Security Holders . . . . . . . . . . . . . . .  9

  Item 5:  Other Information . . . . . . . . . . . . . . . 9

  Item 6:  Exhibits . . . . . . . . . . . . . . . . . . .  9

Signatures . . . . . . . . . . . . . . . . . . . . . . .  10
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<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, 2005 are not necessarily indicative of the results
that may be expected for the full year ending October 31, 2005.

  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, 2004 incorporated by reference herein.

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

FORWARD-LOOKING STATEMENTS

  This Quarterly Report on Form 10-QSB, including this 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, 2004 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.
    Page 1
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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 currently owns one mining property located in Mexico known as
the Sierra Mojada Property (the "Property"). The Company conducts its
operations in Mexico through its wholly owned subsidiary corporation, Minera
Metalin S.A. de C.V. ("Minera Metalin").

  The Property consists of eight concessions totaling 7,108 hectares (17,563
acres). The Company owns 100% of the eight concessions that comprise the
Property pursuant to purchase agreements with the previous owners. A number
of prior established concessions that are not owned by the Company are
located within the Property. The Company holds title to the concessions that
it owns subject to its obligation to maintain the concessions by conducting
work on the concessions, recording evidence of the work with the Mexican
Ministry of Mines and paying a semi-annual fee to the Mexican government.

  Ownership of a concession provides the owner with exploration and
exploitation rights for minerals located within the concession, but does not
include the surface rights to the real property. Therefore, the Company will
need to negotiate the necessary agreements, as needed, with the appropriate
landowners if the Company determines that a mining operation is feasible for
the Property. The Company currently anticipates that it will build mining
infrastructure needed for the Project on land owned by the local Municipio.
Initial communications with the Municipio officials indicate that they will
be willing to negotiate the necessary agreements.

  The Property is located within a historical mining district known as the
Sierra Mojada Mining District (the "District").  The District is located in
the west central part of the state of Coahuila, Mexico, near the Coahuila-
Chihuahua state border approximately 200 kilometers south of the Big Bend of
the Rio Grande River. The principal mining area extends for some 5
kilometers in an east-west direction along the base of the precipitous,
1,000 meter high, Sierra Mojada Range.

  The District has high voltage electric power and is accessible from
Torreon by vehicle via 250 kilometers of paved road. There is also a well
maintained, 1100 meter, gravel airstrip in the District as well as rail
lines connecting with the National Railway at Escalon and Monclova.

  Over 45 mines have produced ore from more than 50 kilometers of
underground workings spread throughout the 5 kilometer by 2 kilometer area
comprising the historic District. The Company estimates that since its
discovery in 1879, the District has produced over 10 million tons of high-
grade ore with grades in excess of 30% lead, 20% zinc, 1% copper and 1 kg
(31 ounces) silver per metric ton. The District has never had a mill to
concentrate ore, and therefore all mining conducted thus far has been
limited to selectively mining ore of sufficient grade to direct ship to
smelters. The Company believes that mill grade ore that was not mined
remains available for extraction. The Company anticipates exploring and
potentially developing the unexplored areas of the Property.
  Page 2
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  The Sierra Mojada fault runs east and west dividing the Property into two
distinct mineral systems. The Company has determined that the mineralization
north of the fault is composed of silver, copper, zinc and lead sulfides and
the mineralization south of the fault is oxide zinc and oxide lead.

  The sediments in the District are predominantly carbonate with some
sandstone and shale and the attitudes are near horizontal. The existing
mines are dry and the rocks are competent, the thickness of the
mineralization and its attitude is amenable to high volume mechanized mining
methods and low cost production. The Company therefore believes the Property
is well-suited for development of a mining operation to extract and market
high grade ore and has been actively engaged in determining the viability of
such an operation.

  The Company initiated its exploration of the Property by collecting and
analyzing historical data from previous mining operations in the District,
surveying the locations of existing mines and geological mapping and
sampling of the surface and some of the existing mines. Based on the
information gained from this work, the Company has been exploring the
sedimentary beds of tabular, nearly horizontal bodies of rock located on the
Property, which are known as "mantos." The Company initiated a diamond drill
program in January 2004, and as of April 30, 2005 the Company has drilled
277 diamond drill holes totaling over 30,000 meters of diamond drill core.
The Company has also completed over 10,000 meters of percussion drill and
channel samples of the oxide zinc mineralization at the San Salvador,
Encantada and Fronteriza mines located on the Property. These samples have
been taken from a body of mineralization extending 1,500 meters in an east-
west direction, 50 to 100 meters in a north-south direction, and 20 to 100
meters vertically.

  Prior mining of oxide zinc mineralization has occurred over an area
stretching over 5 kilometers (3 miles) from the Oriental Mine located on the
east end of the District to the Vasquez Tres Mine located in the west end of
the District. Five drill holes drilled 2,000 meters west of the San Salvador
Mine intersected ore grade oxide zinc mineralization that is up to 140
meters (460 feet) thick and 10 meters (33 feet) below the surface.

  The Company intends to continue the drill program to further define the
boundaries of mineralization of the Iron Oxide Manto, and to further explore
the manto on the Property known as the Smithsonite Manto. Both of these
mantos are south of the Sierra Mojada Fault and are composed of oxide zinc
mineralization. The Iron Oxide Manto, also known as the Red Zinc Manto, has
been named for its high iron oxide content and red color. The Smithsonite
Manto, also known as the White Zinc Manto, has been named for its
smithsonite (zinc carbonate) content. The white to grey color of the
Smithsonite Manto is a result of the manto mainly being composed of
limestone and smithsonite.

  North of the Sierra Mojada Fault, in the western district, the Company has
channel sampled the Veta Rica, Once and San Jose Mine areas. Also north of
the Sierra Mojada Fault, in the eastern district, the Company has drilled
and channel sampled over 5,000 samples from the polymetallic mineralization
of the manto on the Property known as the Polymetallic Manto in the
Encantada and Fronteriza Mines.
   Page 3
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  Samples from the Polymetallic Manto have contained an average of 300 grams
silver per metric ton (10 ounces silver per metric ton), 0.6% copper, 5.5%
zinc and 2.2% lead.  The silver grades have ranged from approximately 10
grams to 50 kilograms (31 ounces per kilogram). One drill hole intersected
mineralization with grades averaging 11 kilograms over a thickness of 9
meters (3.28 feet per meter) and copper grades measure as high as 4%, which
indicates that the Polymetallic Manto contains very high grade silver,
copper mineralization. Work on this mineralization was put on standby in
1999 when the Company recognized the potential of the oxide zinc
mineralization as a result of a positive feasibility study conducted for the
Skorpion Mine located in Namibia, Africa, that demonstrated that the use of
the solvent extraction electro-winning ("SXEW") process could make it
profitable to mine oxide zinc deposits that would otherwise be unfeasible.
Now that the Company's work on the Property's oxide zinc mineralization is
in the feasibility study stage, the Company anticipates continued
exploration of the silver and copper content of the Polymetallic Manto.
However, the Company has not yet allocated financial resources nor
established a timeline for when it expects to initiate such additional
exploration.

  In 2004, the Company retained Reserva International, LLC, an independent
contractor specializing in resource evaluation, to generate a block model
evaluation based upon the data compiled from the Company's accumulated
samples to determine the size and grade of the mineralization of the
Property. The most recent block model completed by Reserva International,
LLC for the Iron Oxide Manto and the Smithsonite Manto indicates that, with
a 5% cut off grade (using grades greater than 5%) and blocks of 5 cubic
meter dimensions, the Iron Oxide Manto contains an estimated 17.9 million
metric tons with a grade of 8.78% zinc and that the Smithsonite Manto
contains an estimated 5.4 million metric tons with a grade of 12.08% zinc.
In total, 2.23 million metric tons contained zinc metal. Based on these
estimates, as well as the result of work completed on the Property by two
mining companies, North Limited and Industrias Penoles, which were
previously joint venture partners with the Company, the Company has
determined that the estimated mineralization justifies a feasibility study
of the Property.

  Although the Company is of the opinion that a resource sufficient to
justify construction of a mine and SXEW plant has been defined, the Company
still must complete a feasibility study to determine whether a mining
operation may be profitably conducted on the Property. This study will
consist of a detailed engineering and economic valuation of the Property's
resources to determine the value of the mineralization on the Property and
the viability of developing a mining operation on the Property.

  The Company initiated a feasibility study on the Property in 2004,
retaining Green Team Consultants International cc ("GTI"), of Johannesburg,
South Africa to complete the feasibility study. It is estimated that the
feasibility study will cost $5 million to complete. The feasibility study is
expected to include an evaluation of the metallurgy, mine plan, and
extraction method to be used on the Property as well as an economic
evaluation of the Project. The feasibility study process is based on the
estimated mineralization of the Property and is intended to identify the
economic parameters of mining and extracting zinc from the Property. Factors
that will determine the feasibility of mining zinc on the Property include
the percent of metal recovered from the ore during mining and processing,
acid consumption during leaching, mining costs for removing the
  Page 4
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ore and preparing it for extraction, and the costs of extracting and
refining the metal from the ore. The results will then be financially
analyzed to determine the projected rate of return and profitability of the
project. If the results of the feasibility study are positive, the Company
would then seek additional financing to raise enough capital to proceed with
the Project.

  The Company selected GTI, in part, due to GTI's experience conducting a
feasibility study for the Skorpion Mine in Namibia, Africa. GTI designed,
supervised the construction, and operated the Skorpion Mine and extraction
plant through initial production and until the mine and plant were at 90% of
capacity, at which point operation of the mine and plant was turned over to
Skorpion Zinc, a subsidiary of Anglo American Corporation PLC. The Skorpion
Mine is the first, and to date only, mine in the world using the SXEW
process for extracting Super High Grade zinc (SHG zinc is 99.995% zinc) from
oxide zinc ore. The SXEW process is a hydrometallurgical process that has
about a 30% lower cost for extracting zinc than the pyrometallurgical
process used at smelters by most other mining operations around the world.
The Company anticipates that using the SXEW process will enable the Company
to extract zinc more efficiently and economically than its competitors.

  GTI, as general contractor for the feasibility study, has retained TWP
Consulting (pty) Ltd. ("TWP") to prepare the mine plan as part of the
feasibility study for the Project. TWP is a large South African mining
consulting company that has worked on large mining projects in South Africa
and internationally, including the mine plan at the Skorpion Mine.

  GTI has also retained Min-Tek, a South African consulting company
specializing in mineral and metallurgical research and development, to
complete the metallurgical work on the Property. Min-Tek performed the
metallurgical work for the Skorpion feasibility studies. Min-Tek's
metallurgical work for the Property has been in progress for over three
months.

  In addition, GTI has retained SRK Consulting ("SRK") as the auditing
engineering firm for the feasibility study. SRK is a world-wide engineering
consulting company that was the auditing engineering firm for the
feasibility study of the Skorpion Mine.

  During the six months ended April 30, 2005, principals of GTI, TWP and SRK
completed a tour of the Property, reviewed data related to the Property,
conducted underground tours of the Iron Oxide, Smithsonite and Polymetallic
Mantos, and selected surface locations for the mine and extraction plant
facilities.

  The Company has had a mining operation in the Smithsonite Manto that has
been shipping zinc carbonate ore to Cameron Chemical Company, for use as a
micronutrient for the fertilizer industry.  During the period ended April
30, 2005, the Company realized other income from the sale of zinc carbonate
ore mined on the Property.  The Company has ceased mining zinc carbonate
ore, but anticipates continued sales in the near future from its existing
inventory of mined ore.
  Page 5
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<Page>
RESULTS OF OPERATIONS FOR THE PERIOD ENDED APRIL 30, 2005.

  Six months ended April 30, 2005 compared to the six months ended April 30,
2004:

  During the six months ended April 30, 2005, the Company realized other
income of $202,786 from the sale of zinc carbonate ore from the Company's
San Salvadore mine located on the Property, in accordance with a contract
with Cameron Chemicals Inc., Norfolk, Virginia. Costs associated with the
sale of the ore totaled $201,427 for the six-month period ended April 30,
2005. There were ore sales of $241,334 in the six-month period ended
April 30, 2004. General and administrative expenses increased to $2,271,097
for the six-month period ended April 30, 2005 as compared to $1,191,371 for
the six-month period ended April 30, 2004. The increase is primarily due to
an increase in exploration expenditures of $176,892, an increase in
consulting and professional services of $526,447, and an increase of
$260,418 in payroll and related expenses. For the six months ended April 30,
2005, the Company experienced a loss of $2,243,748, or $0.11 per share,
compared to a loss of $1,056,698, or $0.07 per share, during the comparable
period in the previous year.

  Six months ended April 30, 2004 compared to the six months ended April 30,
2003:

  During the six months ended April 30, 2004, the Company realized other
income of $241,334 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
$134,699 for the six-month period ended April 30, 2004. There were ore sales
of $200,978 in the six-month period ended April 30, 2003. General and
administrative expenses increased to $1,191,371 for the six-month period
ended April 30, 2004 as compared to $646,892 for the six-month period ended
April 30, 2003. The increase is primarily due to an increase in office and
administrative expenses of $71,126 and a $558,289 increase in exploration
expenditures. These increases were partially offset by an $89,670 decrease
in professional services. For the six months ended April 30, 2004, the
Company experienced a loss of $1,056,689, or $0.07 per share, compared to a
loss of $570,896, or $0.05 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, 2004 by selling 7,580,150 shares of its common stock at an average price
of $1.00 per share, less issuance costs of $698,863. Due to the Company's
substantial losses and mineral revenues, the Company's independent certified
public accountants included a paragraph in the Company's 2004 financial
statements relative to a going concerning uncertainty.

  In order to maintain operations, the Company will have to raise additional
capital through loans or through the sale of securities. If the Company is
unable to raise additional capital, it may have to cease operations. The
Company's plan of operation, subject to maintaining sufficient funds, calls
for drilling and sampling of the Sierra Mojado Property's Red Zinc Manto to
define an ore reserve and continued exploration of the silver and copper
content of the Polymetallic Manto.
     Page 6
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CASH FLOWS FOR THE SIX MONTHS ENDED APRIL 30, 2005 WERE AS FOLLOWS:

  During the six-month period ended April 30, 2005, the Company's cash
position decreased by $793,824 in cash and by $650,000 in marketable
securities, primarily due to expenditures related to the drilling program
being conducted by the Company on the Property.  During the six-month
period, $600,000 in marketable securities were reclassified as cash and cash
equivalents. Also during this period, the Company used $819,121 in operating
activities, principally in connection with the current drilling program. In
addition, the Company expended $7,598 for additional mining equipment.

EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS.

  In December 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No.153 (hereinafter "SFAS
No.153"). This statement addresses the measurement of exchanges of
nonmonetary assets. The guidance in APB Opinion No.29, "Accounting for
Nonmonetary Transactions," is based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. The guidance in that opinion, however, included certain
exceptions to that principle. SFAS No.153 amends APB Opinion 29 to eliminate
the exception for nonmonetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of nonmonetary assets
that do not have commercial substance. A nonmonetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. This statement is effective for
financial statements for fiscal years beginning after June 15, 2005. Earlier
application is permitted for nonmonetary asset exchanges incurred during
fiscal years beginning after the date of this statement is issued.
Management believes the adoption of this statement will not impact the
financial statements of the Company.

  In December 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No.152, which amends SFAS
Statement No.66, "Accounting for Sales of Real Estate," to reference the
financial accounting and reporting guidance for real estate time-sharing
transactions that is provided in AICPA Statement of Position (SOP) 04-2,
"Accounting for Real Estate Time-Sharing Transactions." This statement also
amends SFAS No.67, "Accounting for Costs and Initial Rental Operations of
Real Estate Projects," to state that the guidance for (a) incidental
operations and (b) costs incurred to sell real estate projects, does not
apply to real estate time-sharing transactions. The accounting for those
operations and costs is subject to the guidance in SOP 04-2.  This statement
is effective for financial statements for fiscal years beginning after June
15, 2005. Management believes the adoption of this statement will not impact
the financial statements of the Company.

  In November 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No.151, "Inventory Costs - an
amendment of ARB No.43, Chapter 4" (hereinafter "SFAS No. 151"). This
statement amends the guidance in ARB No.43, Chapter 4, "Inventory Pricing,"
to clarify the accounting for abnormal amounts of idle facility expense,
freight, handling costs, and wasted material (spoilage). Under some
circumstances, SFAS No.151 mandates that items such as idle facility
expense, excessive spoilage, double
    Page 7
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freight, and re-handling costs be recognized as current-period charges. In
addition, this statement requires that allocation of fixed production
overheads to the costs of conversion be based on the normal capacity of the
production facilities. This statement is effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. Management
believes the adoption of this statement will not impact 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.

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 1. LEGAL PROCEEDINGS.

  The Company is not currently a party to any legal proceedings.

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

  During the six months ended April 30, 2005 the Company issued 176,772
shares to officers and directors as compensation for services. These shares
were issued in private placement transactions without registration under the
Securities Act in reliance upon the exemptions from the registration
requirements provided by Section 4(2), and Rule 506 of Regulation D under
the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

  NONE.
   Page 8
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 The Company s annual meeting of shareholders was held on April 25, 2005.
The following items were submitted to a vote of the shareholders at the
meeting.

a)	Re-election of two directors to serve for terms expiring in the year
2006:

Merlin Bingham  Votes for: 10,559,178  Against: 0 Abstain: 4,100
Roger Kolvoord  Votes for: 10,559,178  Against: 0 Abstain: 4,100

b)	Ratification of appointment of Williams & Websters, P.S. as the
independent public accountants for Metalline for 2005.

Votes for: 10,557,938   Against: 4,100  Abstain: 1,240

ITEM 5. OTHER INFORMATION.

  NONE.

ITEM 6. EXHIBITS.

(a) Documents which are filed as 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 Statemens.

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.
   Page 9
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                   METALLINE MINING COMPANY
                 AN EXPLORATION STAGE COMPANY
                       APRIL 30, 2005

                         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 13, 2005            BY: /s/ Merlin Bingham
  ------                       --------
  Date                         Merlin Bingham,
                               its President

  June 13, 2005            By: /s/ Wayne Schoonmaker
  -----                        ---------
  Date                         Wayne Schoonmaker, its
                                Principal Accounting Officer
  Page 10
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               EXHIBITS INDEX

3.1  Articles of Incorporation of the registrant. Filed as an exhibit to the
registrant's registration statement on Form 10-SB (Commission File No.000-
27667) and incorporated by reference herein.

3.2  Bylaws of registrant. Filed as an exhibit to the registrant's
registration statement on Form 10-SB and incorporated by reference herein.

3.3  Articles of Amendment to the Articles of Incorporation. Filed as an
exhibit to the registrant's registration statement on Form 10-SB and
incorporated by reference herein.

4.1  Reference is made to Exhibits 3.1, 3.2, and 3.3.

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.
      Page E 1
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<Page>
                   EXHIBIT 31.1
            METALLINE MINING COMPANY
   CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Merlin D. Bingham, certify that:

1. I have reviewed this annual report on Form 10-QSB of Metalline Mining
Company.

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 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, results of operations, and cash flows of
the registrant as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer and I, are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the small business issuer and have:

a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report
is being prepared;

b) evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation, to the small business
issuer's auditors and the audit committee of the small business issuer's
board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design  or
operation of internal controls which are reasonably likely to adversely
affect the small business issuer's ability to record, process, summarize,
and report financial information; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal controls.

Date: June 13, 2005

      /s/ Merlin D. Bingham
      ------------
      President
Page E 2
</page>
<Page>
                   EXHIBIT 31.2
            METALLINE MINING COMPANY
   CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Wayne L. Schoonmaker, certify that:

1. I have reviewed this annual report on Form 10-QSB of Metalline Mining
Company.

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 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, results of operations, and cash flows of
the registrant as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer and I, are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the small business issuer and have:

a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report
is being prepared;

b) evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation, to the small business
issuer's auditors and the audit committee of the small business issuer's
board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design  or
operation of internal controls which are reasonably likely to adversely
affect the small business issuer's ability to record, process, summarize,
and report financial information; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal controls.

Date: June 13, 2005

      /s/ Wayne L. Schoonmaker
      ------------
      Principal Financial Officer
Page E 3
</page>
<page>
                 EXHIBIT 32.1
          CERTIFICATION PURSUANT TO
            18 U.S.C. SECTION 1350,
            AS ADOPTED PURSUANT TO
   SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  In connection with the Annual Report of Metalline Mining Company (the
"Company") on Form 10-QSB for the period ended April 30, 2005, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Merlin B. Bingham, President of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition, and results of operations of the Company.

/s/ Merlin D. Bingham
-----------
President

Dated: June 13, 2005
Page E 4
</page>
<page>
                 EXHIBIT 32.2
          CERTIFICATION PURSUANT TO
            18 U.S.C. SECTION 1350,
            AS ADOPTED PURSUANT TO
   SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  In connection with the Annual Report of Metalline Mining Company (the
"Company") on Form 10-QSB for the period ended April 30, 2005, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Wayne L. Schoonmaker, Principal Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition, and results of operations of the Company.

/s/ Wayne L. Schoonmaker
-----------
Principal Financial Officer

Dated: June 13, 2005
Page E 5
</page>
<Page>
                 METALLINE MINING COMPANY
          INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                       PAGE
Consolidated Financial Statements:

  Consolidated Balance Sheets as of April 30, 2005
    and October 31, 2004 . . . . . . . . . . . . . . . . .  F/S 2

  Consolidated Statements of Operations for the
    three and six month periods ended April 30, 2005
    and April 30, 2004 and for the period from inception
    (November 8, 1993) to October 31, 2004 . . . . . . . .  F/S 3

  Consolidated Statements of Cash Flow for the six-month
    periods ended April 30, 2005 and April 30, 2004, and
    for the period from inception (November 8, 1993) to
    April 30, 2005 . . . . . . . . . . . . . . . . . . . .  F/S 4

  Condensed Notes to Consolidated Financial Statements . .  F/S 11

  [The balance of this page has been intentionally left blank.]
      Page F/S 1
</page>
<Page>
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
<table>
<caption>
                                          April 30,
                                          2005                  October 31,
                                          (unaudited)           2004
                                          -------               -------

                                       <c>                   <c>
ASSETS
CURRENT ASSETS
 Cash and cash equivalents                     $ 590,206
$1,384,030
 Marketable securities                                 0
1,250,000
 Accounts receivable                             100,296
88,164
 Prepaid expenses                                 37,192
2,052
 Employee advances                                 9,560
34,022
	                                            ------                 ---
---
   Total Current Assets                          737,254
2,758,268
                                                 -------                ----
---
MINERAL PROPERTIES                             4,334,767
4,334,767
                                                ---------             ------
---
PROPERTY AND EQUIPMENT
 Office and mining equipment,
  net of accumulated depreciation                532,143
566,843
	                                           -------                 ---
---
   Total Property and Equipment                  532,143
566,843
                                                  ------                 ---
---
TOTAL ASSETS                                 $ 5,604,164            $
7,659,878
                                                 =======
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Accounts payable                               $ 21,649               $
57,231
 Accrued liabilities and expenses                133,321
145,445
 Investor deposits                                35,000
0
 Other liabilities                                26,074
0
 Note payable, current portion                     4,215
4,209
                                                 -------                ----
---
   Total Current Liabilities                     220,258
206,885
                                                 -------                 ---
---
LONG-TERM LIABILITIES
 Note payable, net of current portion              9,463
11,574
                                                  ------                 ---
---
COMMITMENTS AND CONTINGENCIES                          0
0
                                                   -----                  --
---
STOCKHOLDERS' EQUITY
 Prefered stock, $0.01 par value;
  1,000,000 shares authorized,
  no shares outstanding                                0
0
Common stock, $0.01 par value;
  50,000,000 shares authorized,
  19,928,181 and 19,751,409 shares
  issued and outstanding, respectively           199,283
197,515
 Additional paid-in capital                   19,239,997
19,064,992
 Stock options and warrants                    1,498,550
1,498,550
 Deficit accumulated
  during exploration stage                   (15,563,386)
(13,319,638)
                                               ---------             -------
---
 Total Stockholders' Equity                    5,374,443
7,441,419
                                               ---------              ------
---
TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY                        $ 5,604,164            $
7,659,878
                                                ========
=======
The accompanying notes are an integral part of these consolidated financial
statements.                F/S 2
</table>
</page>


<Page>
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
<Table>
<Caption>
                                Three Months Ended       Six Months Ended
Period from
                                 ------------------       ----------------
November 8,1993
                              April 30,     April 30,    April 30,   April 30,
(Inception) to
                               2005          2004         2005        2004
April 30, 2005
                             (Unaudited)   (Unaudited)  (Unaudited) (Unaudited)
(Unaudited)
                               ---------     ---------   ---------   ---------
---------
<S>                            <c>           <c>         <c>         <c>
<c>
REVENUES                          $    0        $    0      $    0     $     0
$         0
                                  ------        ------      ------     -------
-----------
GENERAL AND ADMINISTRATIVE EXPENSES
 Salaries and payroll expenses   180,585       152,522     572,996     312,578
3,013,508
 Office and
  administrative expenses        111,022       100,057     176,583     124,961
856,046
 Taxes and fees                   26,944        15,851      47,027      56,769
441,115
 Professional services           335,821       (11,741)    624,138      97,691
4,662,796
 Property expenses                14,655        26,833      71,535      14,618
1,829,581
 Depreciation                     21,148        14,608      42,297      25,125
300,690
 Exploration and research        271,736       526,755     736,521     559,629
4,403,723
                                  ------       -------     -------   ---------
---------
 Total General and
  Administrative Expenses        961,911       824,885   2,271,097   1,191,371
15,507,459
                                 -------       -------     -------   ---------
---------
LOSS FROM OPERATIONS            (961,911)     (824,885) (2,271,097) (1,191,371)
(15,507,459)
                                 -------       -------     -------   ---------
---------
OTHER INCOME (EXPENSES)
 Misc. and ore sales,
  net of expenses                (31,449)       37,898       1,359     134,602
158,533
 Interest and
  investment income               11,172             0      26,293         373
72,008
 Interest and
  financing expense                 (151)         (219)       (303)       (303)
(286,468)
                                 -------       -------     -------   ---------
---------
Total other income (expense)     (20,428)       37,679      27,349     134,672
(55,927)
                                 -------       -------     -------   ---------
---------
LOSS BEFORE INCOME TAXES       $(982,339)     (787,206) (2,243,748) (1,056,699)
(15,563,386)
                                  ------        ------     -------      ------
------
INCOME TAXES                           0             0           0             0
0
                                 -------       -------     -------     ---------
---------
NET LOSS                       $(982,339)     (787,206) (2,243,748) (1,056,699)
(15,563,386)
                                 =======       =======     =======     =========
=========
NET LOSS PER COMMON SHARE
  BASIC AND DILUTED            $   (0.05)    $   (0.05)  $   (0.11)  $   (0.07)
                                 =======       =======     =======     =========
WEIGHTED AVERAGE NUMBER
  OF COMMON SHARES
  OUTSTANDING
  BASIC AND DILUTED           19,928,181     15,515,885  19,877,810
15,310,076
                              ==========     =========   ==========    =========

See condensed notes to the consolidated financial statements.
</Table>
             F/S 3
</page>



<Page>
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<table>
<caption>
                                                 Six Months Ended
Period from
                                                -------------------
November 8, 1993
                                             April 30,      April 30,
(Inception) to
                                             2005           2004         April
30, 2005
                                             -----          -----        -------

                                          <c>            <c>          <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                    $(2,243,748)    $(1,056,698)
$(15,563,386)
Adjustments to reconcile net loss to
 net cash used by operating activities:
 Depreciation                                    42,297          25,125
300,690
 Noncash expenses                                     -               -
126,834
 Payment of services from issuance of stock           -         272,922
966,538
 Issuance of stock for compensation             176,772               -
820,231
 Payment of services from issuance of options         -               -
806,101
 Payment of financing fees from the issuance
  of stock options                                    -               -
276,000
 Payment of expenses with issuance of stock           -               -
326,527
 Warrants issued for services                         -               -
688,771
(Increases) decreases in:
 Foreign property tax refund receivable               -               -
-
 Marketable securities                          650,000               -
(600,000)
 Reclassification of
  marketable securities                         600,000               -
600,000
 Accounts receivable                            (12,132)        (32,925)
(100,296)
 Prepaid expenses                               (35,582)           (238)
(37,192)
 Employee advances                               24,462          (4,912)
(9,560)
Increases (decreases) in:
 Accounts payable                               (35,583)        (78,102)
21,649
 Contracts payable                              (12,124)         43,524
133,321
 Accrued liabilities and expenses                26,074               -
26,074
                                                  -----           -----
-----
Net cash used by operating activities          (819,121)       (831,304)
(11,217,698)
                                                   ----           -----
-----
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of Investments                              -               -
(484,447)
 Proceeds from Investments                            -               -
484,447
 Equipment purchases                             (7,598)       (201,082)
(792,781)
 Mining property acquisitions                         -               -
(4,436,848)
                                                  -----          ------
------
Net cash used by investing activities            (7,598)       (201,082)
(5,229,629)
                                                  -----           -----
------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from sales of common stock                  -       6,879,850
15,903,458
 Proceeds from sales of options and warrants          -               -
949,890
 Deposits for sale of stock                      35,000          38,000
160,500
 Proceeds from shareholder loans                      -               -
30,000
 Payment of note payable                         (2,105)              -
(6,315)
                                                  -----           -----        -
------
 Net cash provided by financing activities:      32,895       6,917,850
17,037,353
                                                  -----           -----
------
 Net increase (decrease)
  in cash and cash equivalents                 (793,824)      5,885,464
590,206
 Cash and cash equivalents
  beginning of period                         1,384,030         733,369
-
                                                 ------           -----
------
 Cash and cash equivalents end of period       $590,206      $6,618,833
$590,206
                                                  =====            ====
====
SUPPLEMENTAL CASH FLOW DISCLOSURES:
 Income taxes paid                              $     -         $     -        $
-
 Interest paid                                  $   303         $   303        $
909
NON-CASH FINANCING ACTIVITIES:
 Common stock issued for services               $     -        $272,922
$966,538
 Common stock issued for compensation          $176,772         $     -
$820,231
 Common stock issued for payment of expenses    $     -         $     -
$326,527
 Common stock issued for equipment              $     -         $     -
$40,000
 Common stock options
  issued for financing fees                     $     -         $     -
$276,000
 Options issued for services                    $     -         $     -
$806,101
 Warrants issued for services                   $     -         $     -
$688,771
 Non cash expenses                              $     -         $     -
$126,864
The accompanying notes are an integral part of these consolidated financial
statements.
             F/S 4
</Table>
</Page>


<page>
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2005

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 properties. 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 one mining property located in Mexico known as the
Sierra Mojada Property. 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,
2004. 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, 2005 are not
necessarily indicative of the results that may be expected for the year
ending October 31, 2005.
     F/S 5
</page>
<page>
NOTE 2  BASIS OF PRESENTATION (continued)
GOING CONCERN
As shown in the accompanying financial statements, the Company has no
revenues, has incurred a net loss of $2,243,748 for the six months
ended April 30, 2005 and has an accumulated deficit of $15,563,386.
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 significant and imminent private
placements of stock and continuing contracted agreements will generate
sufficient cash for the Company to continue to operate based on current
expense projections.

NOTE 3   RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 153 (hereinafter "SFAS
No. 153"). This statement addresses the measurement of exchanges of
nonmonetary assets. The guidance in APB Opinion No. 29, "Accounting for
Nonmonetary Transactions," is based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the
assets exchanged. The guidance in that opinion, however, included
certain exceptions to that principle. SFAS No. 153 amends APB Opinion
29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for
exchanges of nonmonetary assets that do not have commercial substance.
A nonmonetary exchange has commercial substance if the future cash
flows of the entity are expected to change significantly as a result of
the exchange. This statement is effective for financial statements for
fiscal years beginning after June 15, 2005. Earlier application is
permitted for nonmonetary asset exchanges incurred during fiscal years
beginning after the date of this statement is issued. Management
believes the adoption of this statement will not impact the financial
statements of the Company.

In December 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 152, which amends SFAS
Statement No. 66, "Accounting for Sales of Real Estate," to reference
the financial accounting and reporting guidance for real estate time-
sharing transactions that is provided in AICPA Statement of Position
(SOP) 04-2, "Accounting for Real Estate Time-Sharing Transactions."
This statement also amends SFAS No. 67, "Accounting for Costs and
Initial Rental Operations of Real Estate Projects," to state that the
guidance for (a) incidental operations and (b) costs incurred to sell
real estate projects, does not apply to real estate time-sharing
transactions. The accounting for those operations and costs is subject
to the guidance in SOP 04-2. This statement is effective for financial
statements for fiscal years beginning after June 15, 2005. Management
believes the adoption of this statement will not impact the financial
statements of the Company.
     F/S 6
</page>
<page>
NOTE 3   RECENT ACCOUNTING PRONOUNCEMENTS (continued)
In November 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 151, "Inventory Costs,
an amendment of ARB No. 43, Chapter 4" (hereinafter "SFAS No. 151").
This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory
Pricing," to clarify the accounting for abnormal amounts of idle
facility expense, freight, handling costs, and wasted material
(spoilage). Under some circumstances, SFAS No. 151 mandates that items
such as idle facility expense, excessive spoilage, double freight, and
re-handling costs be recognized as current-period charges. In addition,
this statement requires that allocation of fixed production overheads
to the costs of conversion be based on the normal capacity of the
production facilities. This statement is effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. Management
believes the adoption of this statement will not impact the financial
statements of the Company.

NOTE 4  MARKETABLE SECURITIES

Pursuant to Statement of Financial Accounting Standards No. 115, the
Company classifies marketable securities as trading, available-for-
sale, or held-to-maturity. During the year ended October 31, 2004, the
Company purchased $1,250,000 in various preferred equity securities and
classified them as available-for-sale. The Company's marketable
securities consist of preferred stock held by UBS securities for the
Company's account. These investments are not insured, and therefore, a
total of $600,000 was at risk on April 30, 2005.

The Company's preferred securities investment account is highly liquid
in nature. Accordingly, during the quarter ended April 30, 2005, the
Company reclassified its marketable securities balance to cash and cash
equivalents.

NOTE 5  MINERAL PROPERTIES

Sierra Mojada Mining Concessions
In June of 1996, USMX (now named Dakota) and the Company entered into a
joint venture agreement, whereby the Company could acquire a 65%
interest in a mining concession named The Sierra Mojada Project,
located in Coahuila, Mexico. Under the terms of the agreement, the
Company was to contribute two million dollars ($2,000,000) in work
commitments over the following seven years.

After the execution of the USMX agreement, Dakota's interest (35%) in
the joint venture was sold to an entity, which subsequently defaulted
on its joint venture obligations. This action in 1998 triggered the
elimination of the joint venture and resulted in the Company assuming
100% control of the Sierra Mojada concession without the need to spend
$2,000,000 to vest its interest.
   F/S 7
</page>
<page>
NOTE 5  MINERAL PROPERTIES (continued)

During the period of August 23, 1996 to September 2, 1997, the Company
executed five separate agreements for the acquisition of exploration
concessions in the same mining region as the Sierra Mojada Project in
Mexico. Each agreement enables the Company to explore the underlying
property by paying stipulated annual payments, which shall be applied
in full toward the contracted purchase price of the related concession.

During August 2000, the Company made the final payment for the first
year and acquired title to the Unificacion Mineros Nortenos Concession
in the Sierra Mojada Project. With this transaction, the Company
acquired title to all of its concessions at Sierra Mojada.

Under the terms of the above agreements, the Company was obligated to
pay and in fact did pay $103,076 during the year ended October 31,
2001.

The Company has engaged an independent party to conduct a feasibility
study of the mineral properties. A feasibility study is a detailed
engineering and economic evaluation of mineral property resources. The
study will ultimately generate the data necessary to establish the
economic value of the mineral properties, the results of which could
increase or decrease the current carrying value of the properties. The
Company anticipates that the study may be complete by the end of fiscal
year 2005.

As of April 30, 2005, the Company is continuing to conduct a drilling
project on the property to further delineate the mineral deposit

NOTE 6  PROPERTY AND EQUIPMENT

The following is a summary of the Company's property and equipment at
April 30, 2005 and October 31, 2004, respectively:
<table>
<caption>
                                      April 30, 2005    April 30, 2004
                                            --------          --------

                                        <c>             <c>
Mining equipment                           $ 514,855         $ 507,257
Building and structures                      141,061           141,061
Land non mineral                              15,839            15,839
Vehicles                                      42,068            42,068
Computer equipment                            88,787            88,787
Office Equipment                               4,183             4,183
Furniture fixtures                             8,185             8,185
                                                ----              ----
                                             814,978           807,380
Less: accumulated depreciation              (282,835)         (240,537)
                                                ----              ----
                                           $ 532,143         $ 566,843
                                                ====              ====
</table>
   F/S 8
</page>
<Page>
NOTE 7  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, 2005,
there were no shares of preferred stock issued or outstanding.

COMMON STOCK
During the year ended October 31, 2004, the Company issued 7,580,150
shares of common stock for cash consideration of $1.00 per share less
issuance costs of $698,863. The only shares issued during the six
months ending April 30, 2005 were 176,772 shares issued to officers and
directors as compensation for services at $1.00 per share.

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 will also receive 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.

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.
As of April 30, 2005, there were 720,000 options outstanding and
exercisable. Of this amount, 250,000 were granted to officers and
directors of the Company.

Summarized information regarding stock options outstanding and
exercisable at April 30, 2005 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
-----        -----    -----        ----            -----       ----
<c>         <c>         <c>        <c>             <c>         <c>
$ 1.25      100,000     4.27      $1.25            100,000     $ 1.25
  1.32      320,000     1.43       1.32            320,000       1.32
  1.75      100,000     2.86       1.75            100,000       1.75
  2.15      200,000     4.84       2.15            200,000       2.15
  ---       -----       ---        ----            -----         ---
$1.25-2.15  720,000     2.97     $ 1.60            720,000     $ 1.60
=====       =====       ===        ===             =====         ===
</table>
    F/S 9
</Page>
<Page>
WARRANTS
The Company did not issue warrants during the six months ended April
30, 2005.

NOTE 8  FINANCIAL STATEMENT RECLASSIFICATION

For the period ended April 30, 2005, the Company reclassified various
balance sheet and cash flow statement balances. These reclassifications
did not effect the statement of operations for the periods presented.
See Note 4.

NOTE 9  INCOME TAXES

At April 30, 2005, the Company had net deferred tax assets calculated
at an expected rate of 34% of approximately $4,780,000, 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.

The significant components of the deferred tax assets at April 30, 2005
and October 31, 2004 are as follows:
<table>
<caption>
                                  April 30,      October 31,
                                  2005           2004
                                  -------        --------

                               <c>            <c>
Net operating loss carryforward   $14,070,000    $11,800,000
                                      =======        =======
Deferred tax asset                $ 4,780,000    $ 4,000,000
Deferred tax asset valuation
 Allowance                        $(4,780,000)   $(4,000,000)
</table>
At April 30, 2005, the Company has net operating loss carryforwards of
approximately $14,070,000, which expire in the years 2008 through 2025.
The Company has recognized approximately $1,483,000 of losses from the
issuance of stock options and warrants for services through fiscal
2004, which were not deductible for tax purposes. The change in the
allowance account from October 31, 2004 to April 30, 2005 was $780,000.
The Company has immaterial temporary differences resulting from
differences in tax depreciation of equipment.
       F/S 10
<page>