UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
  
 
 **FORM
        10-QSB**
 
 **x QUARTERLY
        REPORT
        PURSUANT TO SECTION 13 OR 15(d) OF**
 **THE
        SECURITIES EXCHANGE ACT OF 1934**
 For
        the
        quarterly period ended July 31, 2005
 
 **o TRANSITION
        REPORT
        PURSUANT TO SECTION 13 OR 15(d) OF**
 **THE
        SECURITIES EXCHANGE ACT**
 For
        the
        transition period from _____________ to _____________
 
 Commission
        file number: 000-27667
 
 **Metalline
        Mining Company**
 (Exact
        name of small business issuer as specified in its charter)
 
 Nevada
              91-1766677(State
                  or other jurisdiction
              (IRS
                  Employer Identification No.)of
                  incorporation or organization)
 
 1330
        E.
        Margaret Ave.
 Coeur
        d'Alene, ID 83815
 (Address
        of principal executive offices)
 
 Issuer's
        telephone number, including area code: (208) 665-2002
 
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
        for
        such shorter period that the registrant was required to file such reports),
        and
        (2) has been subject to such filing requirements for the past 90 days.
        Yes x No o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes o No
x
 
 There
        were 20,191,585 shares of the issuer's common stock, par value $0.01,
        outstanding as of September 1, 2005.
 
 Transitional
        Small Business Disclosure Format (check one): Yes o No x
 
 
  **METALLINE
        MINING COMPANY QUARTERLY REPORT**
 **ON
        FORM 10-QSB FOR THE QUARTERLY PERIOD**
 **ENDED
        JULY 31, 2005**
 
 **TABLE
        OF CONTENTS**
 
 
 PagePART
                  I - FINANCIAL INFORMATIONItem
                  1:
              Financial
                  Statements
              1Item
                  2:
              Management's
                  Discussion and Analysis ofFinancial
                  Condition and Results of Operations
              1Item
                  3:
              Controls
                  and Procedures
              8PART
                  II - OTHER INFORMATIONItem
                  1:
              Legal
                  Proceedings
              9Item
                  2:
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              9Item
                  3:
              Defaults
                  upon Senior Securities
              9Item
                  4:
              Submission
                  of Matters to a Vote of Security Holders
              9Item
                  5:
              Other
                  Information
              9Item
                  6:
              Exhibits
              9Signatures
              10
 
 
 
  **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 nine-month period ended July 31, 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 and Results of
        Operations.**
  *Forward-Looking
        Statements*
 
 This
        Quarterly Report on Form 10-QSB, including Management's Discussion and Analysis
        of Financial Condition and Results of Operations, contains forward-looking
        statements regarding future events and the Company's future results that
        are
        subject to the safe harbors created under the Securities Act of 1933 (the
        "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange
        Act").
        These statements are based on current expectations, estimates, forecasts,
        and
        projections about the industry in which the Company operates and the beliefs
        and
        assumptions of the Company's management. Words such as "expects," "anticipates,"
        "targets," "goals," "projects," "intends," "plans," "believes," "seeks,"
        "estimates," "continues," "may," variations of such words, and similar
        expressions are intended to identify such forward-looking statements. In
        addition, any statements that refer to projections of the Company's future
        financial performance, the Company's anticipated growth and potentials in
        its
        business, and other characterizations of future events or circumstances are
        forward-looking statements. Readers are cautioned that these forward-looking
        statements are only predictions and are subject to risks, uncertainties,
        and
        assumptions that are difficult to predict, including those identified elsewhere
        herein and in the Company's Annual Report on Form 10-KSB for the fiscal year
        ended October 31, 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.
 
 1
 *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 eight concessions located in the municipality of Sierra Mojada,
        Coahuila, Mexico. The Company conducts its operations in Mexico through its
        wholly owned Mexican subsidiary, Minera Metalin S.A. de C.V.
 
 The
        eight
        concessions total 7,108 hectares (17,563 acres). The Company owns 100% of
        the
        eight concessions 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 largest concession, the Sierra Mojada concession. 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 exclusive exploration and exploitation
        rights of all minerals located on the concessions, 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 surface
        landowners if the Company determines that a mining operation is feasible
        for the
        concessions. The Company currently anticipates that it will build mining
        infrastructure needed on land owned by the local municipality. Initial
        communications with the municipality officials indicate that they will be
        willing to negotiate the necessary agreements.
 
 The
        concessions are located within a mining district known as the Sierra Mojada
        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.
        See
        Exhibit 99.1 attached hereto and incorporated herein by reference for a map
        showing the location of the mine. 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
        supplied by the national power company, Comision Federal de Electricidad,
        C.F.E.
        and is supplied water by the municipality of Sierra Mojada. The District
        is
        accessible from Torreon by vehicle via 250 kilometers of paved road. There
        is a
        well maintained, 1100 meter, gravel airstrip in the District as well as a
        railroad connecting with the National Railway at Escalon and Monclova.
 
 Over
        45
        mines have produced ore from underground workings throughout the approximately
        five kilometer by two kilometer area that comprises the District. The Company
        estimates that since its discovery in 1879, the District has produced about
        10
        million tons of high grade ore that was shipped directly to smelters. The
        District has never had a mill to concentrate ore and all mining conducted
        thus
        far has been limited to selectively mined ore of sufficient grade to direct
        ship
        to smelters. The Company believes that mill grade mineralization that was
        not
        mined remains available for extraction. The Company anticipates exploring
        and
        potentially developing the mill grade mineralization and the unexplored portions
        of the concessions.
 
 2
 The
        concessions contain two distinct mineral systems separated by the Sierra
        Mojada
        fault which trends east-west along the base of the range. North of the fault
        mineralization is composed of silver, copper, zinc, lead sulfide and oxide
        minerals. South of the fault the mineralization is oxide zinc and oxide lead
        minerals.
 
 The
        sediments in the District are predominantly limestone and dolomite with some
        conglomerate, sandstone and shale and the bedding attitudes are near horizontal.
        The mines are dry and the rocks are competent. The thickness and attitude
        of the
        mineralized material is amenable to high volume mechanized mining methods
        and
        low cost production.
 
 
 Mining
        operations are typically developed in phases. These phases include: 1) exploring
        to identify available mineral deposits and define a resource; 2) conducting
        a
        feasibility study to determine whether deposits may be profitably extracted;
        and
        3) eventually developing mining operations. The Company has already conducted
        extensive exploration and identification of the mineralization located on
        the
        concessions. The Company has also initiated a feasibility study. If the results
        of the feasibility study are positive and the Company is able to secure
        sufficient financing, then the Company would proceed to the development stage,
        leading eventually to the operation of a mine on the concessions.
 
 Thus
        far,
        the Company has spent a total of approximately $13 million during the
        exploration phase and continues to maintain a sampling and drilling program
        that
        is budgeted at approximately $50,000 per month, not including analytical
        costs
        which can vary from $20,000 to $40,000 per month. The Company estimates that
        completion of a feasibility study will cost approximately $5 million and
        the
        Company expects that it will take approximately 12 months to complete. Following
        the completion of a successful feasibility study, the Company would then
        proceed
        to the construction phase, which would entail construction of a mine and
        related
        infrastructure pursuant to a mine plan developed specifically for the Company's
        concessions, and construction of an extraction plant to extract metal from
        the
        ore that would be mined.
 
 Much
        of
        the infrastructure required for a mine, including access to roads, electricity
        and rail lines, is already in place due to the historical mining operations
        conducted in the District. Results from mapping, sampling, drilling and
        inspection of existing workings indicate that large mineralized resources
        can be
        developed within and adjacent to the existing workings and in unexplored
        stratigraphic units outside of and below the existing mine workings. The
        Company
        anticipates that it would also build additional infrastructure, including
        mine
        access, a tailings pond and an extraction plant. The Company would also enter
        into agreements with the landowners of the concessions' surface rights upon
        completion of a feasibility study and finalization of a mine plan for the
        Project. The Company estimates that construction of a mine and extraction
        plant
        would cost approximately $400 million and take approximately 2 to 3 years
        to
        complete.
 
 A
        description of work completed in the exploration phase and initiated in the
        feasibility phase follows:
 
 3
 
 In
        1997
        the Company initiated exploration of the concessions by collecting and analyzing
        historical data from previous mining operations, surveying the locations
        of the
        mines, 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 tabular, nearly horizontal bodies of mineralized material located
        on the concessions that are known as mantos.
 
 Exploration
        from 1997 to 1999 concentrated on the polymetallic copper, silver, zinc,
        lead
        mineralization north of the Sierra Mojada Fault. The Veta Rica, Once, San
        Jose
        and other mines located in the western part of the district were mapped and
        channel sampled. In the eastern part of the district in the Encantada and
        Fronteriza mines, the copper, silver, zinc, lead mineralization, known as
        the
        Polymetallic Manto, has been mapped, channel sampled and drilled.
 
 Work
        on
        the polymetallic 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 on the Skorpion Mine located in Namibia,
        Africa, that demonstrated that the use of the solvent extraction electrowinning
        ("SXEW") process could make it profitable to mine oxide zinc deposits that
        would
        otherwise be unfeasible. Now that the Company's work on the oxide zinc
        mineralization is in the feasibility study stage, the Company anticipates
        continued exploration of the polymetallic mineral system north of the Sierra
        Mojada Fault. However, the Company has not yet allocated financial resources
        nor
        established a timeline for when it expects to initiate such additional
        exploration.
 
 The
        Company initiated a diamond drill program in January 2004, and drilled over
        30,000 meters in 2004 and 2005. In addition, over 9,000 meters of percussion
        drill and over 12,000 meters of channel samples of the oxide zinc mineralization
        in the San Salvador, Encantada and Fronteriza mines has been completed by
        the
        Company and its joint venture partners. This work has defined a body of oxide
        zinc mineralization extending 1,500 meters in an east-west direction, 100
        to 200
        meters in a north-south direction, and 20 to 100 meters vertically. The Company
        intends to continue the drill program to further define the extent of the
        Iron
        Oxide Manto and the Smithsonite Manto.
 
 Prior
        mining of oxide zinc mineralization has occurred intermittently over a distance
        in excess of 5 kilometers from the Oriental Mine located in the east end
        of the
        District to the Vasquez Tres Mine located in the west end of the
        District.
 
 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 and its joint venture partner’s
        accumulated database to determine the size and grade of the mineralization
        of
        the Iron Oxide Manto and the Smithsonite Manto. Based on the estimates generated
        from the block model evaluation, the Company has determined that the estimated
        mineralization justifies a feasibility study of the Iron Oxide Manto.
 
 Although
        the Company is of the opinion that mineralized material sufficient to justify
        construction of a mine, extraction plant and refinery has been defined, the
        Company still must complete a feasibility study to determine whether a mining
        operation may be profitably conducted. This study will consist of a detailed
        engineering and economic valuation of the Iron Oxide Manto mineralized material
        to determine the viability and profitability of the potential operation.
 
 4
 The
        Company initiated the feasibility study in 2004, retaining Green Team
        Consultants International cc ("GTI"), of Johannesburg, South Africa. GTI
        was
        selected, in part, due to GTI's experience conducting the feasibility study
        for
        the Skorpion Mine in Namibia, Africa. GTI supervised the design, construction,
        and training of the Skorpion Zinc personnel and operated the 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 zinc from oxide zinc ore and produces a refined product,
        Super High Grade (SHG) zinc which is 99.995% zinc. SXEW is a hydrometallurgical
        process that has about a 30% lower cost for extracting zinc than the
        pyrometallurgical process used at smelters by essentially all 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. Min-Tek performed the metallurgical work for the Skorpion
        feasibility studies. Metallurgical test work results have been reported in
        Metalline’s press release dated July 12, 2005.
 
 GTI
        has
        also 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.
 
 Principals
        of GTI, TWP and SRK have completed a tour and examination of Sierra Mojada,
        reviewed the project data, conducted underground examination 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 July 31,
        2005, the Company realized other income from the sale of zinc carbonate ore.
        The
        Company has ceased mining zinc carbonate ore, but anticipates continued sales
        from the existing inventory of mined ore until the inventory is
        depleted.
  5
  The
        Company's facilities in Mexico include offices, residences, shops, warehouse
        buildings and mining equipment located at Calle Maria #1, La Esmeralda,
        Coahuila, Mexico. Electric power has been upgraded to 13,200 volts and lines
        run
        to the compound, the shops and the San Salvador and Encantada mines. The
        San
        Salvador and the Encantada mines have been electrified and the main levels
        are
        wired. San Salvador and Encantada head frames and hoists have been rebuilt
        and
        upgraded. In management's opinion, the Company's plant and equipment are
        in good
        condition and well maintained.
 
 *Cautionary
        Note to Investors*
 
 The
        Company is an exploration stage company and does not currently have any known
        reserves and cannot be expected to have reserves unless and until a feasibility
        study is completed for the Sierra Mojada concessions that shows proven and
        probable reserves. There can be no assurance that the Company's concessions
        contain proven and probable reserves and investors may lose their entire
        investment in the Company.
 
 *Results
        of Operations for the Period Ended July 31, 2005.*
 
 Nine
        months ended July 31, 2005 compared to the nine months ended July 31,
        2004:
 
 During
        the nine months ended July 31, 2005, the Company realized other income of
        $235,021 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 $247,372 for
        the
        nine-month period ended July 31, 2005. There were ore sales of $297,936 in
        the
        nine-month period ended July 31, 2004. General and administrative expenses
        decreased to $2,742,570 for the nine-month period ended July 31, 2005 as
        compared to $2,882,519 for the six-month period ended July 31, 2004. The
        decrease is primarily due to a decrease in exploration expenditures of $878,718,
        partially offset by an increase in consulting and professional services of
        $520,868, and an increase of $220,691 in payroll and related expenses. For
        the
        nine months ended July 31, 2005, the Company experienced a loss of $2,715,834,
        or $0.14 per share, compared to a loss of $2,723,947, or $0.16 per share,
        during
        the comparable period in the previous year.
 
 Nine
        months ended July 31, 2004 compared to the nine months ended July 31,
        2003:
 
 During
        the nine months ended July 31, 2004, the Company realized other income of
        $297,936 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 $170,048 for
        the
        nine-month period ended July 31, 2004. There were ore sales of $287,846 in
        the
        nine-month period ended July 31, 2003. General and administrative expenses
        increased to $2,882,519 for the nine-month period ended July 31, 2004 as
        compared to $849,472 for the nine-month period ended July 31, 2003. The increase
        is primarily due to an increase in office and administrative expenses of
        $128,518 and a $1,696,391 increase in exploration expenditures. For the nine
        months ended July 31, 2004, the Company experienced a loss of $2,723,947,
        or
        $0.16 per share, compared to a loss of $770,335, or $0.07 per share, during
        the
        comparable period in the previous year.
 
 6
 *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. During the nine months ended July
        31,
        2005 the Company sold 263,404 shares in private placement transactions at
        a
        price of $1.125 per share. 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.
 
 *Cash
        flows for the nine months ended July 31, 2005 were as follows:*
 
 During
        the nine-month period ended July 31, 2005, the Company's cash position decreased
        by $943,190 primarily due to expenditures related to the drilling program
        conducted by the Company on the Company's concessions. During the nine-month
        period, $600,000 in marketable securities were reclassified as cash and cash
        equivalents. Also during this period, the Company used $1,228,764 in operating
        activities, principally in connection with the drilling program. In addition,
        the Company realized $296,329 from the sale of 263,404 shares of the Company’s
        common stock, and expended $7,598 for additional mining equipment.
 
 *Effect
        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.
 
 7
 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
        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.
  8
  **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 nine months ended July 31, 2005, the Company issued 176,772 shares to
        officers and directors as compensation for services, and sold 263,404 shares
        of
        the Company's common stock at a price of $1.125 per share. 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) of the Securities Act, and Rule 506
        of
        Regulation D promulgated under the Securities Act.
 
 **Item
        3. Defaults Upon Senior Securities.**
 
 None.
 
 **Item
        4. Submission of Matters to a Vote of Security Holders.**
 
 None.
 
 **Item
        5. Other Information.**
 
 None.
 
 **Item
        6. Exhibits.**
 
 (a)
              Documents
                  which are filed as a part of this report:
 
 1.
                Financial
                    Statements:
                    The required financial statements are contained in pages F/S-1
                    through F/S-11 of this Form 10-QSB.
 
 2.
                Financial Statement Schedules:
                  Financial statement schedules have been omitted as they are not
                  applicable
                  or the information is included in the Consolidated Financial Statements.
 
 3.
                Exhibits:
                  The exhibits filed as part of this report and the exhibits incorporated
                  herein by reference are listed in the Exhibit Index at page
                  E-1.
 
 (b)
              See
                  (a)(3) above for all exhibits filed
                  herewith.
 
 (c)
              All
                  schedules are omitted as the required information is not applicable
                  or the
                  information is presented in the Consolidated Financial Statements
                  or
                  related notes.
  9
  **METALLINE
        MINING COMPANY**
 **An
        Exploration Stage Company**
 
 **July
        31, 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 COMPANYSeptember
                  15, 2005
              By:
              /s/
                Merlin D. BinghamDate
              Merlin
                D. Bingham, its President
 September
                  15, 2005
              By:
              /s/
                Wayne L. SchoonmakerDate
              Wayne
                L. Schoonmaker, itsPrincipal
                  Financial Officer
  10


**METALLINE
      MINING COMPANY**





**INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS**





PAGEConsolidated
                Financial Statements:Consolidated
                Balance Sheets as of July 31, 2005and
                October 31, 2004
            F/S-2Consolidated
                Statements of Operations for the threeand
                nine-month periods ended July 31, 2005 andJuly
                31, 2004 and for the period from inception(November
                8, 1993) to July 31, 2005
            F/S-3Consolidated
                Statements of Cash Flow for the nine-monthperiods
                ended July 31, 2005 and July 31, 2004, andfor
                the period from inception (November 8, 1993)to
                July 31, 2005
            F/S-4Condensed
                Notes to Consolidated Financial Statements
            F/S-5





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





F/S-1





**METALLINE
                MINING COMPANY****(AN
                EXPLORATION STAGE COMPANY)****CONSOLIDATED
                BALANCE SHEETS**July
                31
            
            October
                31,2005
            
            2004(unaudited)ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            
            $
            440,840
            
            $
            1,384,030Marketable
                securities
            
            
            -
            
            
            1,250,000Accounts
                receivable
            
            
            13,674
            
            
            88,164Prepaid
                expenses
            
            
            32,945
            
            
            2,052Employee
                advances
            
            
            9,560
            
            
            34,022Total
                Current Assets
            
            
            497,019
            
            
            2,758,268PROPERTIES,
                SIERRA MOJADA CONCESSIONSSierra
                Mojada, Mojada 3
            
            
            15,875
            
            
            15,875Fortuna
            
            
            76,725
            
            
            76,725Esmeralda
            
            
            255,647
            
            
            255,647Esmeralda
                I
            
            
            180,988
            
            
            180,988U.M.
                Nortenos, Vulcano
            
            
            3,682,772
            
            
            3,682,772La
                Blanca
            
            
            122,760
            
            
            122,760Total
                Property Concessions
            
            
            4,334,767
            
            
            4,334,767PROPERTY
                AND EQUIPMENTOffice
                and mining equipment, net of accumulated depreciation
            
            
            511,514
            
            
            566,843Total
                Property and Equipment
            
            
            511,514
            
            
            566,843TOTAL
                ASSETS
            
            $
            5,343,300
            
            $
            7,659,878LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESAccounts
                payable
            
            $
            5,439
            
            $
            57,231Accrued
                liabilities and expenses
            
            
            114,527
            
            
            145,445Other
                liabilities
            
            
            12,022
            
            
            -Note
                payable, current portion
            
            
            4,209
            
            
            4,209Total
                Current Liabilities
            
            
            136,197
            
            
            206,885LONG-TERM
                LIABILITIESNote
                payable, net of current portion
            
            
            8,417
            
            
            11,574COMMITMENTS
                AND CONTINGENCIES
            
            
            -
            
            
            -STOCKHOLDERS'
                EQUITYPreferred
                stock, $0.01 par value; 1,000,000 shares authorized,no
                shares outstanding
            
            
            -
            
            
            -Common
                stock, $0.01 par value; 50,000,000 shares authorized,20,191,585
                and 19,751,409 shares issued and outstanding,
                respectively
            
            
            201,916
            
            
            197,515Additional
                paid-in capital
            
            
            19,425,319
            
            
            19,064,992Stock
                options and warrants
            
            
            1,606,923
            
            
            1,498,550Deficit
                accumulated during exploration stage
            
            
            (16,035,472
            )
            
            (13,319,638
            )Total
                Stockholders' Equity
            
            
            5,198,686
            
            
            7,441,419TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            5,343,300
            
            $
            7,659,878





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





F/S-2


**METALLINE
                  MINING COMPANY****(AN
                  EXPLORATION STAGE COMPANY)****CONSOLIDATED
                  STATEMENTS OF OPERATIONS**Period
                  fromNovember
                  8,1993(Inception)Three
                  Months Ended
              
              Nine
                  Months Ended
              
              toJuly
                  31,
              
              July
                  31,
              
              July
                  31,
              
              July
                  31,
              
              July
                  31,2005
              
              2004
              
              2005
              
              2004
              
              2005(unaudited)
              
              (unaudited)
              
              (unaudited)
              
              (unaudited)
              
              (unaudited)REVENUES
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -GENERAL
                  AND ADMINISTRATIVE EXPENSESSalaries
                  and payroll expenses
              
              
              109,929
              
              
              149,656
              
              
              682,925
              
              
              462,234
              
              
              3,123,437Office
                  and administrative expenses
              
              
              70,985
              
              
              71,611
              
              
              247,568
              
              
              196,572
              
              
              927,031Taxes
                  and fees
              
              
              969
              
              
              33,838
              
              
              47,996
              
              
              90,607
              
              
              442,084Professional
                  services
              
              
              141,585
              
              
              147,165
              
              
              765,724
              
              
              244,856
              
              
              4,804,381Property
                  expenses
              
              
              44,281
              
              
              131,517
              
              
              115,816
              
              
              146,135
              
              
              1,873,862Depreciation
              
              
              20,630
              
              
              18,658
              
              
              62,927
              
              
              43,783
              
              
              321,320Exploration
                  and research
              
              
              83,093
              
              
              1,138,703
              
              
              819,614
              
              
              1,698,332
              
              
              4,486,816TOTAL
                  GENERAL AND ADMINISTRATIVE EXPENSES
              
              
              471,472
              
              
              1,691,148
              
              
              2,742,570
              
              
              2,882,519
              
              
              15,978,931LOSS
                  FROM OPERATIONS
              
              
              (471,472
              )
              
              (1,691,148
              )
              
              (2,742,570
              )
              
              (2,882,519
              )
              
              (15,978,931
              )OTHER
                  INCOME (EXPENSES)Miscellaneous
                  ore sales, net of expenses
              
              
              (13,710
              )
              
              21,254
              
              
              (12,351
              )
              
              155,856
              
              
              144,823Gain
                  on sale of equipment
              
              
              10,000
              
              
              -
              
              
              10,000
              
              
              -
              
              
              10,000Interest
                  and investment income
              
              
              3,249
              
              
              2,798
              
              
              29,542
              
              
              3,171
              
              
              75,257Interest
                  and financing expense
              
              
              (152
              )
              
              (152
              )
              
              (455
              )
              
              (455
              )
              
              (286,621
              )TOTAL
                  OTHER INCOME
              
              
              (613
              )
              
              23,900
              
              
              26,736
              
              
              158,572
              
              
              (56,541
              )LOSS
                  BEFORE INCOME TAXES
              
              
              (472,085
              )
              
              (1,667,248
              )
              
              (2,715,834
              )
              
              (2,723,947
              )
              
              (16,035,472
              )INCOME
                  TAXES
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -NET
                  LOSS
              
              $
              (472,085
              )
              $
              (1,667,248
              )
              $
              (2,715,834
              )
              $
              (2,723,947
              )
              $
              (16,035,472
              )BASIC
                  AND DILUTED NET LOSS PERCOMMON
                  SHARE
              
              $
              (0.02
              )
              $
              (0.09
              )
              $
              (0.14
              )
              $
              (0.16
              )BASIC
                  AND DILUTEDWEIGHTED
                  AVERAGE NUMBEROF
                  COMMON SHARES OUTSTANDING
              
              
              20,045,873
              
              
              19,542,160
              
              
              19,934,446
              
              
              16,720,771





See
      condensed notes to the consolidated financial statements .





F/S-3


**METALLINE
                  MINING COMPANY****(AN
                  EXPLORATION STAGE COMPANY)****CONSOLIDATED
                  STATEMENTS OF CASH FLOWS**Period
                  fromNovember
                  8, 1993(Inception)Nine
                  Months Ended
              
              toJuly
                  31,
              
              July
                  31,
              
              July
                  31,2005
              
              2004
              
              2005(unaudited)
              
              (unaudited)
              
              (unaudited)CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (2,715,834
              )
              $
              (2,723,947
              )
              $
              (16,035,472
              )Adjustments
                  to reconcile net loss to net cash usedby
                  operating activities:Depreciation
              
              
              62,927
              
              
              43,783
              
              
              321,290Noncash
                  expenses
              
              
              -
              
              
              -
              
              
              126,864Payment
                  of services from issuance of stock
              
              
              -
              
              
              272,922
              
              
              966,538Issuance
                  of stock for compensation
              
              
              176,772
              
              
              -
              
              
              820,231Payment
                  of services from issuance of options
              
              
              -
              
              
              -
              
              
              801,892Payment
                  of financing fees from theissuance
                  of stock options
              
              
              -
              
              
              -
              
              
              276,000Payment
                  of expenses from issuance of stock
              
              
              -
              
              
              -
              
              
              326,527Warrants
                  issued for services
              
              
              -
              
              
              -
              
              
              688,771Gain
                  on sale of fixed assets
              
              
              (10,000
              )
              
              -
              
              
              (10,000
              )(Increase)
                  decrease in:Foreign
                  property tax refund receivable
              
              
              -
              
              
              -
              
              
              -Marketable
                  securities
              
              
              650,000
              
              
              -
              
              
              (600,000
              )Reclassification
                  of marketable securitiesto
                  cash and cash equivalents
              
              
              600,000
              
              
              -
              
              
              600,000Accounts
                  receivable
              
              
              74,490
              
              
              (57,348
              )
              
              (13,674
              )Prepaid
                  expenses
              
              
              (30,893
              )
              
              (20
              )
              
              (32,945
              )Employee
                  advances
              
              
              24,462
              
              
              (13,897
              )
              
              (9,560
              )Increase
                  (decrease) in:Accounts
                  payable
              
              
              (51,792
              )
              
              (60,574
              )
              
              5,439Accrued
                  liabilities and expenses
              
              
              (30,918
              )
              
              101,302
              
              
              130,309Other
                  liabilities
              
              
              12,022
              
              
              -
              
              
              16,231Net
                  cash used by operating activities
              
              
              (1,238,764
              )
              
              (2,437,779
              )
              
              (11,621,559
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Purchase
                  of investments
              
              
              -
              
              
              -
              
              
              (484,447
              )Proceeds
                  from investments
              
              
              -
              
              
              -
              
              
              484,447Proceeds
                  from sale of fixed assets
              
              
              10,000
              
              
              -
              
              
              10,000Equipment
                  purchases
              
              
              (7,598
              )
              
              (296,997
              )
              
              (792,781
              )Mining
                  property acquisitions
              
              
              -
              
              
              -
              
              
              (4,452,631
              )Net
                  cash used by investing activities
              
              
              2,402
              
              
              (296,997
              )
              
              (5,235,412
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Proceeds
                  from sales of common stock
              
              
              296,329
              
              
              6,917,850
              
              
              16,325,287Proceeds
                  from sales of options and warrants
              
              
              -
              
              
              -
              
              
              949,890Proceeds
                  from shareholder loans
              
              
              -
              
              
              -
              
              
              30,000Payment
                  of note payable
              
              
              (3,157
              )
              
              -
              
              
              (7,366
              )Net
                  cash provided (used) by financing activities:
              
              
              293,172
              
              
              6,917,850
              
              
              17,297,811Net
                  increase (decrease) in cash and cash equivalents
              
              
              (943,190
              )
              
              4,183,074
              
              
              440,840Cash
                  and cash equivalents beginning of period
              
              
              1,384,030
              
              
              733,369
              
              
              -Cash
                  and cash equivalents end of period
              
              $
              440,840
              
              $
              4,916,443
              
              $
              440,840SUPPLEMENTAL
                  CASH FLOW DISCLOSURES:Income
                  taxes paid
              
              $
              -
              
              $
              -
              
              $
              -Interest
                  paid
              
              $
              455
              
              $
              455
              
              $
              1,061NON-CASH
                  INVESTING AND FINANCING ACTIVITIES:Common
                  stock issued for services
              
              $
              -
              
              $
              272,922
              
              $
              966,538Common
                  stock issued for compensation
              
              $
              176,772
              
              $
              -
              
              $
              820,231Common
                  stock issued for payment of expenses
              
              $
              -
              
              $
              -
              
              $
              326,527Common
                  stock issued for equipment
              
              $
              -
              
              $
              -
              
              $
              40,000Common
                  stock options issued for financing fees
              
              $
              -
              
              $
              -
              
              $
              276,000Options
                  issued for services
              
              $
              -
              
              $
              -
              
              $
              801,892Warrants
                  issued for services
              
              $
              -
              
              $
              -
              
              $
              688,771Noncash
                  expenses
              
              $
              -
              
              $
              -
              
              $
              126,864





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





F/S-4


**METALLINE
        MINING COMPANY**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **CONDENSED
        NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **JULY
        31, 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 concessions. The Cadgie Company was a spin-off from its
      predecessor, Precious Metal Mines, Inc. On June 28, 1996, at a special directors
      meeting, the Company’s name was changed to Metalline Mining Company. The
      Company’s fiscal year-end is October 31.





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





**NOTE
      2 - BASIS OF PRESENTATION**





The
      foregoing unaudited interim financial statements have been prepared in
      accordance with generally accepted accounting principles for interim financial
      information and with the instructions to Form 10-QSB and Regulation S-B as
      promulgated by the Securities and Exchange Commission (“SEC”). Accordingly,
      these financial statements do not include all of the disclosures required by
      generally accepted accounting principles in the United States of America for
      complete financial statements. These unaudited interim financial statements
      should be read in conjunction with the audited financial statements for the
      year
      ended October 31, 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 nine month period ended July 31, 2005 are not necessarily
      indicative of the results that may be expected for the year ending October
      31,
      2005.





F/S-5


**METALLINE
          MINING COMPANY**
 **(AN
          EXPLORATION STAGE COMPANY)**
 **CONDENSED
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **JULY
          31, 2005**





Going
      Concern


As
      shown
      in the accompanying financial statements, the Company has no revenues, has
      incurred a net loss of $2,715,834 for the nine months ended July 31, 2005 and
      has an accumulated deficit of $16,035,472. 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 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.





**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
 
 **METALLINE
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **CONDENSED
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **JULY
            31, 2005**


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 consisted of preferred stock held by UBS
      securities for the Company’s account. These investments were subsequently
      disposed of and the Company currently holds no marketable
      securities.





**NOTE
      5 - CONCESSIONS IN THE SIERRA MOJADA DISTRICT**





Sierra
      Mojada Mining Concessions


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





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





F/S-7
 
 **METALLINE
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **CONDENSED
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **JULY
            31, 2005**


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





Because
      all eight concessions are located in the Sierra Mojada Mining District and
      in
      close proximity to one another, the concessions are routinely treated as one
      major prospect area and are collectively referred to as the Sierra Mojada
      Project. The primary work performed on the Company’s concessions has consisted
      of geologic mapping, sampling, and drilling. This work has resulted in
      establishing the presence of mineralized material (zinc) of sufficient quantity
      and grade to justify in the Company’s opinion a feasibility study (which
      commenced in 2005, subsequent to the Company's October 31, 2004 fiscal year
      end).





**NOTE
      6 - PROPERTY AND EQUIPMENT**





The
      following is a summary of the Company’s property and equipment at July 31, 2005
      and October 31, 2004, respectively:





July
                31,
            
            October
                31,2005
            
            2004Mining
                equipment
            
            $
            514,855
            
            $
            507,257Buildings
                and structures
            
            
            141,061
            
            
            141,061Land
                - non mineral
            
            
            15,839
            
            
            15,839Vehicles
            
            
            42,068
            
            
            42,068Computer
                equipment
            
            
            88,787
            
            
            88,787Office
                equipment
            
            
            4,183
            
            
            4,183Furniture
                and fixtures
            
            
            8,185
            
            
            8,185814,978
            
            
            807,380Less:
                Accumulated depreciation
            
            
            (303,464
            )
            
            (240,537
            )$
            511,514
            
            $
            566,843





**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
      July 31, 2005, there were no shares of preferred stock issued or
      outstanding.





F/S-8
 
 **METALLINE
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **CONDENSED
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **JULY
            31, 2005**


Common
      Stock


During
      the nine months ended July 31, 2005 the Company issued 176,772 shares to
      officers and directors as compensation for services at a price of $1.00 per
      share.





During
      the nine months ended July 31, 2005 the Company issued 263,404 shares to private
      placement participants for total cash proceeds of $296,329.





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 July 31, 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 July 31,
      2005
      is as follows:





Options
                Outstanding
            
            Options
                ExercisableExercise
                Price
            
            Number
                Outstanding
            
            Weighted
                Average Remaining Contractual Life (Years)
            
            Weighted
                Average Exercise Price
            
            Number
                Exercisable
            
            Weighted
                Average Exercise Price$
            1.25
            
            
            100,000
            
            
            4.02
            
            $
            1.25
            
            
            100,000
            
            $
            1.251.32
            
            
            320,000
            
            
            1.18
            
            
            1.32
            
            
            320,000
            
            
            1.321.75
            
            
            100,000
            
            
            2.61
            
            
            1.75
            
            
            100,000
            
            
            1.752.15
            
            
            200,000
            
            
            4.59
            
            
            2.15
            
            
            200,000
            
            
            2.15$
            1.25-2.15
            
            
            720,000
            
            
            2.72
            
            $
            1.60
            
            
            720,000
            
            $
            1.60





Warrants


During
      the nine months ended July 31, 2005, the Company issued warrants to purchase
      an
      aggregate of 263,404 shares of Company common stock, exercisable at $2.00 per
      share. The value allocated to these warrants was $108,373.





**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.





F/S-9
 
 **METALLINE
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **CONDENSED
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **JULY
            31, 2005**


**NOTE
      9 - INCOME TAXES**





At
      July
      31, 2005, the Company had net deferred tax assets calculated at an expected
      rate
      of 34% of approximately $4,478,000, 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 July 31, 2005 and October
      31, 2004 are as follows:




July
                31,
            
            October
                31,2005
            
            2004Net
                operating loss carryforward
            
            $
            13,171,000
            
            $
            10,456,000Deferred
                tax asset
            
            $
            4,478,000
            
            $
            3,555,000Deferred
                tax asset valuation allowance
            
            $
            (4,478,000
            )
            $
            (3,555,000
            )





At
      July
      31, 2005, the Company had net operating loss carryforwards of approximately
      $13,171,000, 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 July
      31,
      2005 was $923,000. The Company has immaterial temporary differences resulting
      from differences in tax depreciation of equipment.





F/S-10




**EXHIBIT
      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 current report
                on
                Form 8-K on September 14, 2005 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.





99.1
            Sierra
                Mojada location map. Filed
                herewith.





E-1