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

                               FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended April 30, 2000
                                   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)

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

    Securities registered pursuant to Section 12 (b) of the Act: None

      Securities registered pursuant to Section 12 (g) of the Act:

            Common Stock 				                 The OTC-Bulletin Board
         Title of each class 	              	Name of each exchange on
                                                 which registered.

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period as 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 [  ]
<PAGE>
                  METALLINE MINING COMPANY ANNUAL REPORT
                   ON FORM 10-Q FOR THE QUARTERLY PERIOD
                          ENDED APRIL 30, 2000

	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 Operation . . . . . . . . .	1

PART II - OTHER INFORMATION

	Item 1:	Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 	4

	Item 2:	Changes in Securities . . . . . . . . . . . . . . . . . . . . 	4

	Item 3:	Defaults upon Senior Securities . . . . . . . . . . . . . . . 	4

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

	Item 5:	Other Information . . . . . . . . . . . . . . . . . . . . . . 	4

	Item 6:	Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . .	5

Index to Financials . . . . . . . . . . . . . . . . . . . . . . . . . .	6

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 		F/S-19

    [The balance of this page has been intentionally left blank.]
                                  (i)
<PAGE>
                PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS.

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

	The reviewed financial statements have been prepared in accordance with
generally accepted accounting principles for the interim financial
information with the instructions to Form 10-Q 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, 2000 are not necessarily indicative of the results that may
be expected for the full year ending October 31, 2000.

	For further information refer to the financial statements and footnotes
thereto in the Company's Annual Report on Form 10-K for the year ended
October 31, 1999 incorporated by reference herein.

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

	RESULTS OF OPERATIONS FOR THE PERIOD ENDED APRIL 30, 2000.

	Six months ended April 30, 2000 compared to the six months ended April
30, 1999:

During the six months ended April 30, 2000, the Company generated no
revenue other than interest income of $3,209. General and administrative
expenses decreased to $543,723 for the six-month period ended April 30,
2000 as compared to $747,338 for the six-month period ended April 30, 1999.
The decrease is principally attributed to reduced expenses charged to it's
Mexican properties. For the six months ended April 30, 2000, the Company
experienced a loss of $463,786, or $0.06 per share, compared to a loss of
$747,342, or $0.12 per share, during the comparable period in the previous
year.

	LIQUIDITY AND CAPITAL RESOURCES.

	Metalline Mining Company (the "Company") is a development stage
enterprise formed under the laws of the State of Nevada, on August 20,
1993, to engage in the business of mining. The Company has no operating
history and is subject to all the risks inherent in a new business
enterprise.  The likelihood of success of the Company must be considered in
light of the problems, expenses, difficulties, complications and delays
frequently encountered in connection with a new business, and the
competitive and regulatory environment in which the Company will operate.

	From inception until May 1996, the Company was essentially dormant
having as its only asset unpatented mining claims located in the State of
Montana ("Kadex Property"). Since May 1996, the focus of the Company has
been the Sierra Mojada Project in Mexico, and the Company has dropped the
Kadex Property claims.

	The Company has insufficient funds to carry on operations during the
next twelve months. In order to maintain operations, the Company will have
to raise additional capital through loans or through the sale
                                   Page 1
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 continued geologic mapping of the
surface and underground workings, sampling, and drilling to explore for
additional mineralization and to develop an ore reserve and compilation of
the data into a computer data base for reserve calculation.

	Currently the Company is spending approximately $20,000 per month in
general overhead. Over the next six months the Company has budgeted
$100,000 for Sierra Mojada programs, $3,320,769 for property payments and
$220,000 for working capital and costs of future financing.

	Due to the Company's lack of revenues, the Company's independent
certified public accountants included a paragraph in the Company's 1999
financial statements relative to a going concern uncertainty. The Company
has financed its obligations during the 1998-99 fiscal year by its sale of
1,068,800 shares at prices ranging between $0.90 and $1.75 per share.
During the current period, the Company realized $849,750 from the sale of
1,000,000 shares.

	The Company is engaged 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").

	The Sierra Mojada Property is comprised of eight concessions totaling
7,060 hectares (17,446 acres). The concessions were acquired by purchase
agreements from the titled owners. The Company controls 100% of the
concessions. The Company is current on its annual payments.

	The Sierra Mojada Mining District is located in the west central part of
the state of Coahuila, Mexico, near the Coahuila-Chihuahua state border
some 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.

	Vehicle access from Torreon is by 200 kilometers on paved road to the
Penoles chemical plant at Laguna del Rey and then another 50 kilometers of
gravel road to Sierra Mojada.  There is a well maintained, 1200 meter,
gravel airstrip.  The District has high voltage electric power and is
served by a rail line, which was constructed from Escalon to the district
in 1891 and later connected to Monclova.

	The initial discovery of silver ore in the Sierra Mojada Property was
made in 1879.  Over the next 12 years numerous small mines developed along
an oxidized silver lead ore body known as the "lead manto" (a bed, layer or
strata).  The lead manto was mined continuously for 3 kilometers and
discontinuously for another 2 kilometers.  Ore was selectively mined and
hauled by wagon to Escalon on the railroad main line from El Paso to Mexico
City; from there it went to smelters in Mexico and the United States.

	In September of 1891 the Mexican Northern Railroad completed its spur
line from Escalon to the district.  Rail access stimulated development and
the period from 1891 to the late 1920's was the peak of productivity of the
district. The main lead manto was nearly mined out by 1905, the same year
that the discovery of the first silver-copper ore body was made.
Additional discoveries of silver, silver-copper, and silver-copper-zinc-
lead ores provided production through the 1930's.  Between 1922 and 1931
additional lead manto silver-lead ore was discovered and mined to the
southwest for some 1,400 meters under the Sierra Mojada range, this manto
was eventually mined for more than 2 kilometers.
                                  Page 2
	By the mid 1920's many of the mines were under control of Penoles
Corporation ("Penoles") and ASARCO Incorporated ("ASARCO").  ASARCO ceased
mining in the district in the late 1930's.  Both companies still owned
properties during the 1940's and Penoles mined until the late 1950's when
the Mineros Nortenos Cooperative acquired the Penoles properties.  The
Mineros Nortenos Cooperative ("Mineros Nortenos") has operated the San
Salvador, Encantada and Fronteriza mines since 1957 and direct shipped
high-grade oxide zinc and lead-silver ore to smelters in Mexico.

	The lead manto produced 3 to 3.5 million tons prior to 1905 with another
1.5 million tons of similar ore coming from other ore bodies to the west
and to the southwest.

	Mineros Nortenos has mined about 600,000 tons of predominantly oxide
zinc ore with grades of 20 to 50% zinc. Some of this ore was oxide silver-
lead and silver, copper, zinc and lead sulfide at grades of 1 to 4 kilogram
silver per ton, 1 to 5% copper, 10 to 30% zinc and 30 to 70% lead.
Production records from 1978 to 1981 for the San Salvador mine average
33.5% zinc.

	The Sierra Mojada Property has produced in excess of 10 million tons of
high-grade ore that graded in excess of 30% lead, 20% zinc, 1% copper and 1
kg  (31 ounces) silver per ton that was shipped directly to the smelter.
The district has never had a mill to concentrate ore.  All of the mining
was done selectively for ore of sufficient grade to direct ship; mill grade
ore was left unmined.  More than 50 kilometers of underground workings are
spread through the 5 kilometer by 2 kilometer area from which more than 45
mines have produced ore.  The deepest workings have ore grade
mineralization and provide some of the best targets for reserve
development.  In spite of the amount of historic work, when a map of all of
the historic workings is viewed there is much more unexplored area in the 5
by 2 kilometer area than has been explored and the vertical extent greater
than 100 meters is totally unexplored.

	The sediments are predominantly carbonate with some sandstone and shale
and the attitudes are near horizontal.  The mines are dry and the rocks are
competent, there is very little unstable ground and the ore thickness is
amenable to high volume mechanized mining methods. Sierra Mojada has ideal
mining conditions and grades for low cost production.

	Based upon the foregoing, the Company is of the opinion that the
magnitude of the Sierra Mojada mineral system and its exploration potential
is capable of providing new reserves for many more years of mining.
Because, however, the reserves are located below the surface of the earth,
there is no assurance as to the quantity or quality of the undeveloped
reserves. No commercially mineable ore body has been delineated on the
properties, nor have any reserves been identified.

	There is potential for long-term reserve expansion within the known
extent of the mineral systems. There is potential to discover ore deposits
in unexplored portions of the land position and at depth in unexplored
stratigraphy. There is however, no assurance that the Company will have the
monetary resources to continue to explore for, develop, or retrieve any of
the minerals located in the Sierra Mojada Property.

	Minera Metalin has signed a Joint Venture Letter Agreement with Minera
North S. de R.L. de C.V. a wholly owned subsidiary of North Limited of
Melbourne Australia, a major international mining company.  The letter
agreement is to be followed with a formal Joint Venture Agreement.  The
agreement allows North to acquire a 60% participating interest in Sierra
Mojada by exploring and completing a feasibility study (which shall be of a
standard acceptable to international banks as enabling them to lend funds
to the project) over a "Earn In Period" of not more than 5 years.
                                 Page 3
	In March 1995, the Financial Accounting Standards Board issued a
statement titled "Accounting for Impairment of Long-Lived Assets." This
standard became effective for years beginning after December 15, 1995. In
complying with this standard, the Company has reviewed its long-lived
assets quarterly to determine if any events or changes in circumstances
have transpired which indicate that the carrying value of its assets may
not be recoverable. The Company determines impairment by comparing the
undiscounted future cash flows estimated to be generated by its assets to
their respective carrying amounts. The Company does not believe any
adjustments are needed to the carrying value of its assets October 31, 1999
and 1998.

	In October 1995, the Financial Accounting Standards Board issued a
statement titled "Accounting for Stock-Based Compensation" (FAS 123). This
statement encourages, but does not require, companies to recognize
compensation expense for grants of stock, stock options, and other equity
instruments to employees based on fair value.

	Transactions in equity instruments with non-employees for goods or
services must be accounted for on the fair value method. The Company has
adopted the fair value accounting prescribed by FAS 123.

	CASH FLOWS FOR THE SIX MONTHS ENDED APRIL 30, 2000 WERE AS FOLLOWS:

During the six-month period ended April 30, 2000, the Company's cash
position increased $366,296, to $606,958. During the six-month period, the
Company used $393,840 in operating activities, which were less than the
reported $463,786 net loss due to changes in operating assets and
liabilities. Investing activities used $89,614 for mining property
acquisitions and equipment purchases, and financing activities realized
$849,750 from the sale of 1,000,000 common shares.

                         PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.  None.

ITEM 2. CHANGES IN SECURITIES.

	Neither the constituent instruments defining the rights of the
registrant's securities holders nor the rights evidenced by the
registrant's outstanding common stock have been modified, limited, or
qualified. The Company sold 950,000 shares of its common stock for $0.855
per share in November 1999 and 50,000 shares of its common stock for $0.75
per share in December 1999. In April 2000 the Company issued 36,000 shares
for services rendered.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

	The registrant has no outstanding senior securities.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

	None.

ITEM 5. OTHER INFORMATION.

	None.
                                  Page 4
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS.  The following exhibit is filed as part of this report:

	Exhibit 27.0	Financial Data Schedule.

REPORTS ON FORM 8-K.	No reports on Form 8-K were filed by the
registrant during the period covered by this report.

        [The balance of this page has been intentionally left blank.]
                                  Page 5
                       METALLINE MINING COMPANY
                    INDEX TO FINANCIAL STATEMENTS

                                                                   	PAGE
Financial Statements:

	Accountant's Review Report . . . . . . . . . . . . . . . . . . . . 	F/S-1

	Balance Sheets as of April 30, 2000
 	and October 31, 1999 . . . . . . . . . . . . . . . . . . . . . . .	F/S-2

	Statements of Operations for the three and six month periods
 	ended April 30,  2000 and April 30, 1999, and for
	 the period from inception (November 8, 1993)
	 to April 30, 2000 . . . . . . . . . . . . . . . . . . . . . . . . 	F/S-3

	Statements of Changes in Stockholder's Equity
	 for the period from inception (November 8, 1993)
	 to April 30, 2000 . . . . . . . . . . . . . . . . . . . . . . . . 	F/S-5

	Statements of Cash Flow for the three and six month periods
 	ended April 30,  2000 and April 30, 1999, and for the
	 period from inception (November 8, 1993) to
	 April 30, 2000 . . . . . . . . . . . . . . . . . . . . . . . . .	 F/S-11

	Notes to Financial Statements . . . . . . . . . . . . . . . . . . 	F/S-12

	Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F/S-19

      [The balance of this page has been intentionally left blank.]
                                  Page 6
                        METALLINE MINING COMPANY
                     (AN EXPLORATION STAGE COMPANY)
                       ACCOUNTANT'S REVIEW REPORT

The Board of Directors
Metalline Mining Company
(An Exploration Stage Company)
Coeur d'Alene, ID

We have reviewed the accompanying balance sheet of Metalline Mining Company
(an exploration stage company) as of April 30, 2000, and the related
statements of operations, stockholders' equity, and cash flows for the six
months and three months ended April 30, 2000, and for the period from
November 8, 1993 (inception) through April 30, 2000. These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope
than an audit in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an
opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them
to be in conformity with generally accepted accounting principles.

The financial statements for the year ended October 31, 1999 were audited
by us and we expressed an unqualified opinion on it in our report dated
January 27, 2000. We have not performed any auditing procedures since that
date.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 7, the
Company has been in the exploration stage since inception and has generated
no revenues. Realization of a major portion of the assets is dependent upon
the Company's ability to meet its future financing requirements, and the
success of future operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans
regarding those matters also are described in Note 7. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

Williams & Webster, P.S.
CERTIFIED PUBLIC ACCOUNTANTS
Spokane, Washington
June 6, 2000
                                 F/S-1
                         METALLINE MINING COMPANY
                      (An Exploration Stage Company)
                               BALANCE SHEETS
<TABLE>
<CAPTION>
	                                     April 30,     October 31,
	                                     2000          1999
	                                     (Unaudited)
	                                      -----------   -----------
<S>                                   <C>            <C>
ASSETS

CURRENT ASSETS
	Cash	                                 $ 606,958	      $ 240,662
	Prepaid expenses	                         3,761          	3,127
	Employee advances	                        5,208	          5,208
			                                   ----------      	---------
  	Total Current Assets	                 615,927	        248,997
			                                   ----------      	---------
MINERAL PROPERTIES                    	1,182,905	      1,103,671
	                                     ----------      	---------
PROPERTY AND EQUIPMENT
	Office equipment	                        81,499         	71,119
	Mining equipment and vehicles           	61,047	         61,047
	Less: Accumulated depreciation	         (73,993)       	(62,328)
	                                     ----------	      ---------
  	Total Property and Equipment	          64,553         	69,838
	                                     ----------	      ---------
TOTAL ASSETS	                        $ 1,867,385    	$ 1,422,506
                                      	=========      	=========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 	Accounts payable	                      $ 9,304        $ 3,739
 	Deposits payable	                           -         	37,500
	Accrued liabilities	                     13,877        	13,027
                                      	---------	     ---------
  	Total Current Liabilities	             23,181	        54,266
                                      	---------     	---------
COMMITMENTS AND CONTINGENCIES	                 -	             -
                                      	---------	     ---------
STOCKHOLDERS' EQUITY
	Common stock, $0.01 par value;
	50,000,000 shares
	authorized, 8,251,095 and
	7,215,095 shares issued and
 	outstanding respectively. 	             82,512	        72,152
 	Additional paid-in capital          	4,907,100     	3,977,350
 	Stock options and warrants            	288,000	       288,000
	Deficit accumulated during
	development stage	                   (3,433,048)   	(2,969,262)
	                                     ----------     	---------
		Total Stockholders' Equity          	1,844,204     	1,368,240
	                                     ----------     	---------
TOTAL LIABILITIES AND
	STOCKHOLDERS' EQUITY	                $1,867,385    	$1,422,506
	                                     ==========     	=========
See accountant's review report and accompanying notes.
</TABLE>
                                F/S-2
                         METALLINE MINING COMPANY
                      (An Exploration Stage Company)
                         STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
							                                                   									   Period from
					                  Three Monts Ended 	 	 	Six Months Ended		      November 8, 1993
		                  			----------------		   	---------------		        (Inception)
				                 	April 30, 		April 30,	  April 30,	 	April 30,   through
				                 	2000       	1999			     2000			     1999		      April 30,
				                	(Unaudited) 	(Unaudited)	(Unaudited)	(Unaudited) (Unaudited)
					                ----------- 	----------- 	---------- 	---------  -------------
<S>					             <C>			       <C>			       <C>			      <C>		      <C>
REVENUES				          $      -		   $      -		   $      -	  	$      -	   $      -
                       -------	    	-------		    -------	    -------	    --------
GENERAL AND ADMINISTRATIVE
 EXPENSES
  Salaries			       	   54,000	   	  54,000	    	108,000	   	108,000	     539,778
  Administrative
   expenses             42,738		     12,493		     54,403		    25,199	    143,421
  Professional services	70,363   		   5,069	    	 98,274		    27,851	  1,098,503
  Property expenses	 	  13,430    	 353,940    		104,734	   	481,754	  1,128,348
  Consulting			         90,219		     10,377	    	 90,219		    10,337	     90,219
  Travel				            25,020	   	  14,325	    	 32,937   		 14,325	     32,937
  Marketing and
   research	            31,089	   	  47,312	    	 43,491	   	 67,452	    122,984
  Financing Costs		          -		          -	        		 -		         -	    276,000
 	Depreciation		         6,092		      6,123    		 11,665   		 12,420	     74,410
						               ---------		   --------	    	-------	   	-------   	--------
Total Expenses	    		  332,951	   	 503,639    		543,723   		747,338	  3,506,600
			                   --------   		--------	    	-------   		-------   	------
OPERATING LOSS			     (332,951)	  	(503,639)	  	(543,723) 		(747,338) (3,506,600)
				                 	---------		 ---------   	---------		 ---------	   --------
OTHER INCOME (EXPENSES)
 Interest income	         1,576	         -		        3,209	         -	       6,423
 Interest expense		           -		        (4)		         -	         (4)     (9,599)
 Refund of Mexican
  taxes paid		           76,728	         -		       76,728	         -	     76,728
					                 --------- 		---------    	--------	 	 --------   ---------
	Total other
 income (expense)	       78,304	         (4)		     79,937	        (4)   		73,552
					                 --------- 		---------		    --------	 	--------  	--------
LOSS BEFORE
INCOME TAXES
(carried forward)    	$(254,647) 	$(503,643)	   $(463,786)	$(747,342) $(3,433,048)
	                      ========		  ========	    	======== 		========   =========
</TABLE>
                                  F/S-3
METALLINE MINING COMPANY
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                    																  Period from
					                Three Monts Ended			       Six Months Ended	  	  November 8, 1993
					                -----------------	        	---------------	      (Inception)
					                April 30,		 April 30,	    	April 30,		April 30,	 through
					                2000			     1999			        2000		    	1999		     April 30,
					                (Unaudited)	(Unaudited) 	(Unaudited)	(Unaudited) (Unaudited)
				                	----------- -----------  ----------- ----------- -------------
<S>					             <C>		      	<C>		       	<C>	      		<C>		       <C>
LOSS BEFORE
INCOME TAXES
(carried forward)	  	$(254,647)  	$(503,643)	  $(463,786)	 $(747,342) 	$(3,433,048)

INCOME TAXES			              -		          -    		      -		         -	   	      -
             				   ---------- 	 -----------	  ----------	 ----------  -----------
NET LOSS			         	$(254,647)	  $(503,643)  	$(463,786) 	$(747,342) 	$(3,433,048)
					                 ========	   	========		   ========	  	========	   	=========
NET LOSS PER COMMON SHARE
	BASIC AND DILUTED	  $   (0.03)	  $   (0.08)	  $   (0.06)	 $   (0.12)	 $     (0.71)
					                 ========		   ========		   ========		  ========		  =========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING,
BASIC AND DILUTED		  8,221,095	  	6,095,739  		7,943,095 		6,130,739	 	4,860,443
				                   =======	    	=======	    	=======   		=======		   =======
---------------------
See accountant's review report and accompanying notes.
</TABLE>
                                       F/S-4
                          METALLINE MINING COMPANY
                       (An Exploration Stage Company)
                      STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
							                                                                   Accumulated
			                    Common Stock		                Stock	      Stock 	  Deficit
		                     ------------------	Additional	Sub-     	  Options	 During Ex-
	                     	Number of		        Paid-in   	scriptions	 and	     ploration
                     		Shares	     Amount	Capital	   Receivable	 Warrants	Stage	      Total
                     		--------	   ------	-------	   ----------	 --------	--------	   -----
<S>	                   <C>	       	<C>	   <C>	       <C>	        <C>	     <C>	        <C>
Issuance in August
	1993 (prior to
	inception) common
	stock without value	   960,800	 $ 9,608 	$(9,608)	    $    -	    $     -	 $     -	   $     -

Reverse stock split
	of 5:1, reducing
	common stock to
	192,160 shares	      (768,640) 	(7,686)   	7,686	          -	          -	       -	         -

Net loss for the
	year ending
	October 31, 1994	           -	       -	        -	          -	          -  	(8,831)	   (8,831)
                     		------- 	-------  	-------    	-------    	-------	  -------	   -------
Balances at
	October 31, 1994	     192,160   	1,922	   (1,922)	         -	          -  	(8,831)	   (8,831)

Stock split 3:1, in-
	creasing common
	stock to 576,480
	shares	               384,320    3,843	  (3,843)	          -	          -	         -        -

Net loss for the
	year ending
	October 31, 1995	           -	       -	       -	           -	          -	  (7,861)	   (7,761)
                     		-------	  ------  -------     	-------	    -------	 -------	  -------
Balance at
	October 31, 1995	     576,480	 $ 5,765 	$(5,765)	      $   -	      $   -	$(16,592)	 $(16,592)
		                     -------	 -------	  -------	    -------	    ------- 	-------	  -------
-------------------------------------
Table continued on next page.
See accountant's review report and accompanying notes.
</TABLE>
                                       F/S-5
	                          METALLINE MINING COMPANY
	                       (An Exploration Stage Company)
	                     STATEMENTS OF STOCKHOLDERS' EQUITY
	                                  (continued)
<TABLE>
<CAPTION>
							                                                                   	Accumulated
			                    Common Stock                 		Stock      	Stock   	Deficit
	                     	--------------  	Additional	   Sub-	       Options 	During Ex-
		                     Number of		      Paid-in	      scriptions	 and	     ploration
		                     Shares	   Amount	Capital	      Receivable	 Warrants	Stage	       Total
		                     -------- 	------	-------	      ----------	 --------	--------	    -----
<S>	                   <C>		     <C>	   <C>	          <C>	        <C>	     <C>  	       <C>
Balance brought
 forward	              576,480 	$ 5,765	 $(5,765)      	$   -	     $   -	   $(16,592)	   $(16,592)

Issuance in November
	1995 of shares for
	cash at $0.01 /share	  45,000	     450	       -	           -	         -	          -	           -

Issuance in November
	1995 of shares for
	cash at $1.00 /share	  15,859     	159	  15,700           	-	         -	          -	      15,859

Issuance in June 1996
 of shares for cash
	at $0.10 /share    	1,305,000	  13,050 	117,450	           -	         -	          -	     130,500

Issuance in June 1996
	of shares at $0.01
	per share in exchange
	for assignment of
	mineral property rights
	valued at $9,000     	900,000   	9,000	       -	          -	          -	          -	       9,000

Issuance in October
	1996 of shares for
	CAD computer equipment
	at $0.10 /share	      150,000	   1,500	  13,500	          -	          -	          -	      15,000

Issuance in October
	1996 of shares for
	services at
	$0.10 /share	         140,000   	1,400  	12,600	          -	          -	          -	      14,000

Net loss for
	the year ending
	October 31, 1996	           -	       -	       -	          -	          -   	 (40,670)	     (40,670)
                     		------- 	------- 	-------    	-------    	-------
Balance
October 31, 1996	    3,132,339	 $31,324 $153,485      	$   -	      $   -	   $(57,262)	    $127,547
		                    -------	  ------- 	-------	     -------	   -------	   -------	      -------
--------------------------------------
Table continued on next page.
See accountant's review report and accompanying notes.
</TABLE>
                                       F/S-6
	                          METALLINE MINING COMPANY
	                       (An Exploration Stage Company)
                      	STATEMENTS OF STOCKHOLDERS' EQUITY
	                                  (continued)
<TABLE>
<CAPTION>
							                                                                      	Accumulated
			                     Common Stock		                 Stock	      Stock     	Deficit
	                      	--------------  	 Additional	  Sub-	       Options	   During Ex-
		                      Number of		       Paid-in	     scriptions	 and	       ploration
                      		Shares	   Amount	 Capital	     Receivable	 Warrants 		Stage 	      Total
		                      --------	 ------	 -------	     ----------	 -------- 	 --------	    -----
<S>	                    <C>		     <C>   	 <C>         	<C>        	<C>	       <C>	         <C>
Balance
 forward               	3,132,339 $ 31,324 $ 153,485   	$   -	      $   -	    $(57,262)	   $127,547

Issuance in February
	1997 of shares for
	services at $0.30
	and $0.35 /share	        133,800	   1,338	   44,245	       -	          -  	         -	           -

Issuance in March and
	April of shares for
	cash at $0.35 /share	    250,000	   2,500	   85,000	       -	          -	           -	      87,500

Issuance in May and June
	1997 of shares for cash
	at $0.35 /share	         181,600	   1,816	   61,744	       -	          -	           -	      63,560

Issuance in May and June
	1997 of shares for
	services at $0.35/share	  62,500	     625	   21,250	       -	          -	           -	      21,875

Issuance in August 1997
	of shares for payment of
	loan at $0.315 /share	   100,200   	1,002	   30,528	       -	         -	            -	      31,530

Issuance in August 1997
	of shares for cash at
	$0.90 /share	            420,000	   4,200  	373,800	       -	         -	            -	     378,000

Issuance in August 1997
	of shares for services
	at $1.00 /share	          95,000     	950   	94,050       	-         	-	            -  	    95,000

Issuance in October 1997
	of shares for cash at
	$1.00 /share             	75,000     	750   	74,250	       -	         -	            -	      75,000

Issuance of option (for
	300,000 shares at $2.25
	per share) for cash	           -       	-    	3,000	       -	         -	            -	       3,000

Net loss for year ending
	October 31, 1997	              -	       -	        -	       -	         -	     (582,919)	   (582,919)
                        		------- 	-------  	-------	 -------   	-------	     -------	      -------
Balances at
	October 31, 1997	      4,450,439	 $44,505	 $941,352	   $   -	     $   -   	 $(640,181)	   $345,676
   	------------------	   -------	 -------  	-------	 -------	   -------	      -------	     -------
Table continued on next page.
See accountant's review report and accompanying notes.
</TABLE>
                                     F/S-7
                          	METALLINE MINING COMPANY
                       	(An Exploration Stage Company)
                     	STATEMENTS OF STOCKHOLDERS' EQUITY
                                   	(continued)
<TABLE>
<CAPTION>
							                                                                     	Accumulated
			                        Common Stock		               Stock	     Stock 	   Deficit
		                         ------------      Additional	Sub-	      Options	  During Ex-
		                         Number of		       Paid-in	   scriptions	and	      ploration
		                         Shares	    Amount	Capital	   Receivable	Warrants	 Stage	        Total
		                         --------	  ------	-------	   ----------	-------- 	--------	     -----
<S>	                     <C>		       <C>	    <C>	       <C>	       <C>	      <C>	          <C>
Balance
	brought forward 	        4,450,439	 $44,505	 $941,352	   $   -	    $   -	    $(640,181)	  $345,676

Issuance in November
	and December 1997 of
	shares for cash at
	$1.00/share	               403,500	  $4,035	 $399,465	       -        	-             -  	  403,500

Issuance of options (for
	1,200,000 shares at
	$0.90 /share) for cash	          -	       -	  120,000	       -	        -	            -	    120,000

Issuance of options for
	financing fees	                  -	       -	        -	       -   	60,000	            -	     60,000

Issuance of warrants for
	consulting fees	                 -	       -	        -	       -	  117,000   	         -	    117,000

Issuance in November and
	December 1997 of shares
	for services at $0.35
	and $1.00 /share	           41,800	     418	   21,882	       -	        -	            -	     22,300

Issuance in February 1998
	of shares for mine data
	base at $1.625 /share	     200,000	   2,000  	323,000       	-        	-	            -	    325,000

Issuance in February and
	March 1998 of shares for
	cash at $1.00 and $0.87
	per share	                 345,000	   3,450	  338,495	       -	        -	            -	    341,945

Issuance in June and July
	1998 of shares for cash
	at $1.00 /share	            95,000     	950   	94,050	       -	        -	            -	     95,000

Issuance in September and
	October 1998 of shares
	for cash and receivables
	at $1.00 /share	           555,000	   5,550	  519,450 	(300,000)	      -	            -	    225,000

Net loss for year ending
	October 31, 1998	                -	       -	        -	        -	       -      	(906,036)  (906,036)
	                          	-------	 -------	  -------	  -------	 ------- 	     -------	    -------
Balance at
	October 31, 1998        	6,090,739	 $60,908	$2,757,694	$(300,000)	$177,000	  $(1,546,217)	$1,149,385
--------------------       	-------	 -------   	-------   	-------	 -------   	-------	     -------
Table continued on next page.
See accountant's review report and accompanying notes.
</TABLE>
                                     F/S-8
	                        METALLINE MINING COMPANY
	                      (An Exploration Stage Company)
	                     STATEMENTS OF STOCKHOLDERS' EQUITY
	                                 (continued)
<TABLE>
<CAPTION>
						                                                                       		 Accumulated
			                       Common Stock		                    Stock	     Stock 	  Deficit
	                         ----------------- 	 Additional	   Sub-	      Options	 During Ex-
		                        Number of		         Paid-in	      scriptions	and	     ploration
	                         Shares	    Amount	  Capital	      Receivable	Warrants	Stage	      Total
		                        --------	  -------	 -------	      ----------	--------	--------	   -----
<S>	                      <C>	       <C>	     <C>	          <C>	       <C>	     <C>	        <C>
Balance
	brought forward        	6,090,739 	 $60,908 	 $2,757,694	  $(300,000)	 $177,000	$(1,546,217)	$1,149,385

Stock subscription
	received	                       -	        -	           -	    300,000	         -	          -	    300,000

Expiration of stock
	options	                        -	        -	      60,000	          -   	(60,000)	         -	          -

Issuance of stock options
	for financing fees	             -	        -	           -	          -	   216,000	          -	    216,000

Exercise of stock
	warrants at
	$0.90 per share	          250,000    	2,500     	267,500	          -  	 (45,000)	         -	    225,000

Issuance in November
	1998 and March -
	August, 1999 shares for
	cash at $1.00 /share	     776,000	    7,760	     768,240	          -	         -	          - 	   776,000

Issuance in August 1999
	of shares for drilling
	fees at $0.90 /share      	55,556	      556      	49,444	          -	         -	          -	     50,000

Issuance in August 1999
	Shares for cash at
	$1.75 /share	              42,800      	428      	74,472          	-	         - 	         -	     74,900

Net loss for year ending
	October 31, 1999	               -	        -	           -	          -	         - 	 (1,423,045) 	(1,423,045)
                         		-------  	-------	     -------	    -------    	-------	   -------	     -------
Balance at
	October 31, 1999	       7,215,095	  $72,152	  $3,977,350	      $   -	    $288,000	 $(2,969,262)	$1,368,240
                        		-------	   -------	     -------	     -------	    -------	   -------	     -------
Table continued on next page.
See accountant's review report and accompanying notes.
</TABLE>
                                 F/S - 9
                          METALLINE MINING COMPANY
                       (An Exploration Stage Company)
                     STATEMENTS OF STOCKHOLDERS' EQUITY
                                 (continued)
<TABLE>
<CAPTION>
							                                                                            	Accumulated
			                     Common Stock		                       Stock     	Stock 	    Deficit
                      		----------------	   Additional	      Sub-	      Options	   During Ex-
                      		Number of		         Paid-in	         scriptions	and	       ploration
		                      Shares	     Amount	 Capital	         Receivable	Warrants	  Stage	        Total
		                      --------	   -------	-------	         ---------- -------- 	 --------	     -----
<S>	                   <C>       	<C>	      <C>	            <C>	        <C>	       <C>	          <C>
Balance
	brought forward      	7,215,095   	$72,152 	$3,977,350      	 $   -	     $288,000	  $(2,969,262)	 $1,368,240
		                       -------    -------	    -------	      -------    	-------	    -------	       -------
Issuance in November
	1999 shares for
 cash at $0.855/share	   950,000	     9,500	    802,750	           -	            -	            -	     812,250

Issuance in December
	1999 shares for
 cash at $0.75 /share    	50,000	       500	     37,000	           -	            -	            -	      37,500

Issuance in April 2000
 for consulting services
 and receivables at
	$2.51 /share            	36,000	       360	     90,000	        (360)	           -	            -	      90,000

Net loss for the six
	months ending April
 30, 2000 (unaudited)	         -	         -	          -	           -	            -	     (463,786)	  (463,786)
	                    	----------   	-------	    -------	      ------	    ---------	    ---------	    --------
		                     8,215,095	  $ 82,152	 $4,817,100	     $     -	    $ 288,000	   $(3,178,401)	 $2,008,851
                     		---------   	-------   	--------	       -----	      -------	      --------	    -------
-------------------------------
See accountant's review report and accompanying notes.
</TABLE>
                                    F/S - 10
                           METALLINE MINING COMPANY
                        (An Exploration Stage Company)
                           STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
							                                                      				  Period from
							                            Six Months Ended	               November 8, 1993
						                             ------------------------     	  (Inception)
						                             April 30,	    	April 30,	       through
					                             	2000	        		1999		           April 30, 2000
					                             	(Unaudited)   	(Unaudited)      (Unaudited)
				                               -----------	    -----------      --------------
<S>					                          	<C>	         		<C>		            <C>
Cash flows from
	operating activities:
Net loss                          	$(463,786)      	$(747,342)       	$(3,433,048)
Adjustments to reconcile
	net loss to cash used
 by operating activities:
	Depreciation	                        11,665	          12,420	             74,410
	Stock given in exchange
	 for services	                       90,000	               -	            338,758
	Stock options for
	 operating expenses                       -	               -            	393,000

Changes in operating
	assets and liabilities:
	Prepaid expenses                      	(634)	          2,049	             (3,761)
	Employee advances	                        -	               -	             (5,208)
	Accounts payable	                     5,565	         (37,816)             	9,304
	Deposits payable                   	(37,500)	              -	                  -
	Accrued liabilities	                    850	             600	             13,877
		                                ----------      	----------             	----------
Net cash used by
	operating activities              	(393,840)       	(770,089)        	(2,612,668)
		                               -----------     	-----------          	------------
Curchase of property and
	 equipment	                         (10,380)             	-	            (127,545)
	Acquisition of mineral
	 properties	                        (79,234)	           (100)	          (834,905)
		                                 ----------	        --------	           ------------
Net cash used by investing
	activities	                         (89,614)           	(100)	          (962,450)
	                                	-----------       	--------            	------------
Cash flows from financing
	activities:
	Stock given in exchange
	 for loan	                                -	               -	             31,530
	Proceeds from sales of
	 common stock	                      849,750	         780,000          	3,991,964
	Proceeds from sales of
	 options	                                 -	               -	            123,000
	Deposits for sale of stock	               -	               -	             50,000
	Re-payments on
	 shareholders' loans	                     -	               -	            (14,418)
		                                ----------	       ---------            	------------
Net cash provided by
	financing activities:              	849,750	         780,000	          4,182,076
		                                ----------       	---------           	-----------
Net increase in cash 	               366,296           	9,811            	606,958
Cash beginning of period            	240,662         	313,322	                  -
                                		----------	      ----------	            ----------
Cash at end of period	              $606,958	        $323,133	           $606,958
	                                   	=======         	=======            	=======
Supplemental cash flow
	disclosures:
	Income taxes paid in cash        	$       -	          $    4	            $ 9,599
	Interest paid in cash            	$       -          	$    -	            $     -

Non-cash financing activities:
 Common stock issued for
	 services                       	$   90,000	         $     -	           $338,758
 Common stock issued for
	 mineral properties	             $        -	         $     -	           $348,000
 Common stock issued for
	 equipment	                      $        -	         $     -	           $ 15,000
 Common stock issued for
	 payment of debt                	$        -	         $     -	           $ 80,000
 Common stock issued for
	 subscription receivable        	$        -	         $     -	           $ 30,000
 Common stock options
	 issued for services	            $        -	         $     -	           $117,000
 Common stock options
	 issued for financing fees	      $        -	         $     -	           $276,000
See accountant's review report and accompanying notes.
</TABLE>
                                       F/S-11
                            METALLINE MINING COMPANY
                          An Exploration Stage Company
                        Notes to the Financial Statements
                                 April 30, 2000

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.  The Articles
of Incorporation of Cadgie Company were executed on August 20, 1993. 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's efforts have been concentrated in expenditures related to
exploration properties, principally in the Sierra Mojada Project,
located in Coahuila, Mexico. The Company has not determined whether the
exploration properties contain ore reserves that are economically
recoverable.  The ultimate realization of the Company's investment in
exploration properties is dependent upon the success of future property
sales, the existence of economically recoverable reserves, the ability
of the Company to obtain financing or make other arrangements for
development, and upon future profitable production.  The ultimate
realization of the Company's investment in exploration properties
cannot be determined at this time, and accordingly, no provision for
any asset impairment that may result, in the event the Company is not
successful in developing or selling these properties, has been made in
the accompanying financial statements.

The Company is actively seeking additional capital and management
believes its properties can ultimately be sold or developed to enable
the Company to continue its operations. However, there are inherent
uncertainties in mining operations and management cannot provide
assurances that it will be successful in this endeavor. Furthermore,
the Company is in the development stage, as it has not realized any
revenues from its planned operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Metalline Mining
Company is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of
the Company's management which is responsible for their integrity and
objectivity. These accounting policies conform to generally accepted
accounting principles and have been consistently applied in the
preparation of the financial statements.

ACCOUNTING METHOD
The Company's financial statements are prepared using the accrual
method of accounting.

LOSS PER SHARE
Basic earnings per share is computed using the weighted average number
of common shares outstanding. Diluted net loss per share is the same as
basic net loss per share as the inclusion of common stock equivalents
would be antidilutive. As of April 30, 2000 and October 31, 1999,
common stock options of 1,250,000 were not included in computing
diluted loss per share because their effects were antidilutive.

EXPLORATION STAGE
The Company has been in the exploration stage since its formation in
1993 and has not realized any significant revenues from its planned
operations. It is primarily engaged in the acquisition, exploration and
development of mining properties. Upon location of a commercial
mineable reserve, the Company will actively prepare the site for its
extraction and enter a development stage.

ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
                                F/S - 12
                       METALLINE MINING COMPANY
                     An Exploration Stage Company
                   Notes to the Financial Statements
                           April 30, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

MINERAL PROPERTIES
Costs of acquiring, exploring and developing mineral properties are
capitalized by project area. Costs to maintain the mineral rights and
leases are expensed as incurred. When a property reaches the production
stage, the related capitalized costs will be amortized, using the units
of production method on the basis of periodic estimates of ore
reserves. Mineral properties are periodically assessed for impairment
of value and any losses are charged to operations at the time of
impairment.

PROVISIONS FOR TAXES
At April 30, 2000 and October 31, 1999, the Company had accumulated net
operating losses of approximately $3,433,000 and $2,969,000,
respectively. No provision for taxes or tax benefit has been reported
in the financial statements, as there is not a measurable means of
assessing future profits or losses.

CONCENTRATION OF RISK
The Company maintains its cash and cash equivalents in primarily one
commercial bank in Coeur d'Alene, Idaho. Accounts are guaranteed by the
Federal Deposit Insurance Corporation (FDIC) up to $100,000. As of
April 30, 2000, the Company exceeded the insured amount by $366,762.

FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts for cash, marketable securities, accounts
receivable, accounts payable, notes payable and accrued liabilities
approximate their fair value.

FINANCIAL ACCOUNTING STANDARDS
In March 1995, the Financial Accounting Standards Board issued a
statement titled "Accounting for Impairment of Long-lived Assets." In
complying with this standard, the Company reviews its long-lived assets
quarterly to determine if any events or changes in circumstances have
transpired which indicate that the carrying value of its assets may not
be recoverable. The Company determines impairment by comparing the
undiscounted future cash flows estimated to be generated by its assets
to their respective carrying amounts. The Company does not believe any
adjustments are needed to the carrying value of its assets at April 30,
2000 and October 31, 1999.

In October 1995, the Financial Accounting Standards Board issued a
statement titled "Accounting for Stock-Based Compensation" (FAS 123).
This statement encourages, but does not require, companies to recognize
compensation expense for grants of stock, stock options, and other
equity instruments to employees based on fair value.

Transactions in equity instruments with non-employees for goods or
services must be accounted for on the fair value method. The Company
has adopted the fair value accounting prescribed by FAS 123.

REVENUE RECOGNITION POLICY
Revenues from sales of product are recognized when the product is
shipped.

DERIVATIVE INSTRUMENTS
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard ("SFAS") No.133, "Accounting for
Derivative Instruments and Hedging Activities." This new standard
establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value. At April 30,
2000, the Company has not engaged in any transaction that would be
considered derivative instruments or hedging activities.
                                F/S - 13
                         METALLINE MINING COMPANY
                       An Exploration Stage Company
                     Notes to the Financial Statements
                             April 30, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

INTERIM FINANCIAL STATEMENTS
The interim financial statements as of and for the quarter and six
months included herein have been prepared for the Company, without
audit. They reflect all adjustments which are, in the opinion of
management, necessary to present fairly the results of operations for
these periods. All such adjustments are normal recurring adjustments.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full fiscal year.

NOTE 3 - MINERAL PROPERTIES

SIERRA MOJADA MINING CONCESSION
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.

SIERRA MOJADA EXPLORATION CONCESSIONS
In the twelve-month 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.

Under the terms of the agreements, the Company is obligated to pay the
following amounts over the following two years:
          	Year 1	       3,355,384
	          Year 2	         103,076

On October 7, 1999 the Company announced the acceptance of a joint
venture with North Limited. The agreement gives North Limited the right
to earn into 60% of the Sierra Mojada by providing all funds necessary
to complete a feasibility study that is acceptable to international
banking institutions for lending development capital. North Limited is
a large Australian mining company based in Melbourne, Australia and was
known as North Broken Hill Peko before a name change in 1994. North
Limited is dedicated to natural resource development that produces
iron, uranium, base and precious metals, and forestry products.

 NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Major additions and
improvements are capitalized. Minor replacements, maintenance and
repairs that do not increase the useful life of the assets are expensed
as incurred. Depreciation of property and equipment is determined using
the straight-line and accelerated methods over the expected useful
lives of the assets of five years.

NOTE 5 - RELATED PARTY TRANSACTIONS

In connection with the September 1999 dismissal of a lawsuit against
the Company and others, Company shareholders individually paid all of
the litigation settlement from their personal assets without any cost
or continuing obligation to the Company.
                               F/S-14
                      METALLINE MINING COMPANY
                    An Exploration Stage Company
                  Notes to the Financial Statements
                            April 30, 2000

NOTE 5 - RELATED PARTY TRANSACTIONS (Continued)

The Company receives rent-free office space in Coeur d'Alene from its
president. The value of the space is not considered materially
significant for financial reporting purposes.

NOTE 6 - COMMON STOCK

The Company (Cadgie Co.) was formed in August of 1993 and incorporated
in November 1993 by Mr. Carman Ridland of Las Vegas, Nevada as a spin-
off from its predecessor firm Precious Metal Mines, Inc. The Company
issued 960,800 of its $0.01 par value shares to Precious Metal Mines,
Inc. for 16 unpatented mining claims located near Philipsburg, Montana
comprising the Kadex property group. Precious Metal Mines, Inc.
distributed the 960,800 shares of Cadgie Company to its shareholders.
One share of Cadgie Co. was exchanged for each share of Precious Metal
Mines, Inc. held by holders of record as of August 31, 1993.

On August 31, 1994, the directors of Cadgie Co. declared a 1:5 reverse
stock split of the outstanding Cadgie Co. shares, thus reducing the
number of outstanding shares from 960,800 to 192,160 shares.

On August 4, 1995 the directors of Cadgie Co. declared a 3:1 forward
stock split of the outstanding Cadgie Co. shares, thus increasing the
number of outstanding shares from 192,160 to 576,480.

In January 1996, Mr. Carmen Ridland, in a private sale, sold a
controlling interest in the corporation to Mr. Howard Crosby. On
January 12, 1996, Mr. Ridland transferred control of Cadgie Co. to Mr.
Crosby and Mr. Robert Jorgensen.

In June 1996, the Company completed a private placement of common stock
resulting in net proceeds of $25,000.  The Company also issued 900,000
shares to Messrs. Ryan, Bingham, and Gorski, who had formed a
partnership to advance development of the mining concession located in
Coahuila, Mexico.  The partnership had an informal joint venture
agreement with USMX, Inc. covering the mining concessions.  By
acquiring the partnership interest, the Company was able to negotiate
and sign a formal joint venture agreement with USMX in July 1996. (See
Note 3)

In August 1996, the Company changed its name to Metalline Mining
Company.

In March 1997, the Company completed an issuance of common stock
resulting in net proceeds of $17,500. In April 1997, the Company issued
to Royal Silver Mines, Inc., 200,000 shares of common stock resulting
in proceeds of $70,000.

During the six months ended October 31, 1997, the Company sold 676,600
shares of common stock for cash, raising $516,500. In November and
December 1997, the Company sold 403,500 shares of common stock for cash
thereby raising $403,500.

An additional $881,945 was raised between February and October 1998 as
the Company sold 915,000 more shares of its common stock.

During the year ended October 31, 1999, the Company sold 1,068,800
shares of common stock for cash, raising $1,375,900. During October,
1999, the Company received $37,500 as a deposit toward the purchase of
50,000 shares. This stock was issued in December 1999.

During November and December 1999, the Company sold 1,000,000 shares of
its common stock for $812,250.

NON-CASH STOCK TRANSACTIONS
During November 1995, Metalline Mining Company's directors approved the
issuance of 45,000 shares of common stock for services rendered at
$0.01 per share.

During June 1996, Metalline Mining Company issued 900,000 shares of
common stock for the assignment of mineral rights in the Sierra Mojada
Project in Coahuila, Mexico valued at $0.01 per share.
                                  F/S - 15
                         METALLINE MINING COMPANY
                       An Exploration Stage Company
                    Notes to the Financial Statements
                              April 30, 2000

NOTE 6 - COMMON STOCK (Continued)

NON-CASH STOCK TRANSACTIONS (Continued)
During October 1996, Metalline Mining Company issued 150,000 shares of
common stock for computer equipment. Also during October 1996,
Metalline Mining Company issued 120,000 shares of common stock to Mr.
Dan Gorski and an additional 20,000 shares to Mr. John Ryan for
services rendered.

During February 1997, the Company borrowed $30,000 from shareholders
and issued 24,900 shares of common stock as a loan incentive.

During April 1997, 133,800 shares of common stock were issued for
services and expenses. A total of 24,900 shares of common stock were
issued as loan incentives (interest) for $30,000 in loans from
shareholders. These shares were issued at $0.30 per share. A total of
77,600 shares of common stock were issued in exchange for wages during
the months of January, February, and March of 1997 at $0.35 per share.
A total of 31,300 shares of common stock were issued to cover expenses
incurred by shareholders at $0.35 per share.

In August 1997, 95,000 shares of common stock were issued for services
at a deemed value of $1.00 per share. Also in August 1997, 100,200
shares of common stock were issued to discharge shareholder debt.

In February 1998, 200,000 shares of common stock were issued for a mine
database. The shares were valued at $1.625 per share, resulting in a
transaction valued at $325,000. In September 1998, 80,000 shares of
common stock were issued for payment of shareholder debt. The shares
were valued at $1.00 per share, resulting in a transaction valued at
$80,000.

In August 1999, 55,556 shares of common stock were issued for drilling
services. The shares were valued at $0.90 per share, resulting in a
transaction valued at $50,000.

In April 2000, 36,000 shares of common stock were issued for consulting
services and subscription receivable. The shares were valued at $2.51
per share, resulting in a transaction valued at $90,360.

NOTE 7 - GOING CONCERN

As shown in the financial statements, the Company incurred a net loss
of $463,786 for the six months ended April 30, 2000 and an accumulated
deficit of $3,433,048 since inception (November 8, 1993). These factors
indicate that the Company may be unable to continue in existence.

The financial statements do not include any adjustments relating 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 existence. The Company's management
believes that significant and imminent private placements will generate
sufficient cash for the Company to operate for the next few years.

NOTE 8 - STOCK OPTIONS

Following is a summary of the stock options during the year ending
October 31, 1999 and the six months ending April 30, 2000.
                                F/S - 16
                        METALLINE MINING COMPANY
                      An Exploration Stage Company
                    Notes to the Financial Statements
                             April 30, 2000
<TABLE>
<CAPTION>
NOTE 8 - STOCK OPTIONS (Continued)
						                                         					Weighted Average
						                      Number of Shares		      Exercise Price
						                      -----------------     		----------------
<S>						                   <C>				                 <C>
Outstanding at 11/1/98			      1,500,000		           	$    1.14
Granted						                  1,200,000		          	      1.00
Exercised					                 ( 250,000)	         		      0.90
Forfeited					                       		-	                 				-
Expired					                 	(1,200,000)	         		      1.00
						                      	-----------            			--------
Outstanding at 10/31/99			     1,250,000	           		$    1.14
							                       ==========           			=========
Options exercisable
at 10/30/99				                1,250,000           			$    1.14
							                       ==========            			========
Weighted average fair value of
 options granted during 1999			  $ 1.00
								                          =====
Outstanding at 11/1/99				     1,250,000		            	$   1.14
Granted							                         -		                  		-
Exercised					                       		-                  				-
Forfeited						                       	-                  				-
Expired				                            -          		          -
						                      	-----------		           	---------
Outstanding at 4/30/2000		    	1,250,000			           	$   1.14
							                          =======	           			========
Options exercisable
at 4/30/2000			               	1,250,000           				$   1.14
						                          	=======	           			========
</TABLE>

During the year ended October 31, 1999, options were exercised
amounting to 250,000 shares. During the six months ended April 30,
2000, no options have been exercised.

NOTE 9 - WARRANTS

At April 30, 2000 and October 31, 1999, there were outstanding warrants
to purchase 746,500 shares of the Company's Common stock, at prices
ranging from $0.35 to $2,13 per share. The warrants became exercisable
in 1999 and expire at various dates through 2005. The Company has
reserved 746,500 shares for that purpose.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

The Company receives rent-free office space in Coeur d'Alene from its
president. The value of the space is not considered materially
significant for financial reporting purposes.

The Company is required to make land payments amounting to $3,458,460
over the next two years. See Note 3.

During the year ended October 31, 1999 the Company settled a lawsuit
filed by some of Royal Silver Mines, Inc. shareholders for alleged
violations of securities laws. The terms of the settlement required
Metalline Mining Company to distribute common stock valued at $80,000
at September 2, 1999 to their stock transfer agent for subsequent
distribution to the plaintiffs. The plaintiffs are limited in their
ability to sell the shares of stock.

NOTE 11 - YEAR 2000 ISSUES

The Company has modified its business technologies to be ready for the
year 2000. Critical data processing systems have been reviewed and the
Company does not expect a significant effect on internal operations.
However, like other companies, Metalline Mining Company could be
adversely affected if the computer systems its suppliers or customers
use do not properly process and calculate date-related information and
data for the period surrounding and including January 1, 2000. This is
commonly known as the "Year 2000" issue. Additionally, this issue could
impact non-computer systems and devices such as production equipment,
elevators, etc. At this time, there have been no known effects to the
Company in regards to the Year 2000 issue.
                               F/S - 17
                         METALLINE MINING COMPANY
                        An Exploration Stage Company
                      Notes to the Financial Statements
                               April 30, 2000

NOTE 12 - JOINT VENTURE

On October 7, 1999, the Company announced the acceptance of a joint
venture with North Limited. The agreement gives North Limited the right
to earn into 60% of the Sierra Mojada by providing all funds necessary
to complete a feasibility study that is acceptable to international
banking institutions for lending development capital. North Limited is
a large Australian mining company based in Melbourne, Australia and was
known as North Broken Hill Peko before a name change in 1994. North
Limited is dedicated to natural resource development that produces
iron, uranium, base and precious metals and forestry products.

[The balance of this page was intentionally left blank.]
                             F/S - 18

                        METALLINE MINING COMPANY
                      An Exploration Stage Company
                    Notes to the Financial Statements
                            April 30, 2000

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

                                           	BY: /s/ Merlin Bingham
	                                               ---------------------
	                                               Merlin Bingham,
	                                               its President
	                                               Date: June 14, 2000


                                           	By: /s/ Wayne L. Schoonmaker
	                                               -------------------------
	                                               Wayne Schoonmaker, its
	                                               Principal Accounting Officer
	                                               Date: June 14, 2000

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

By: 	/s/ Merlin Bingham                    By: 	/s/ Jim Czirr
    ----------------------	                    	----------------
    Merlin Bingham		                            Jim Czirr
    Director		                                  Director
    Date: June 14, 2000                         Date: June 14, 2000


By: 	/s/ Daniel Garski	                   	By: 	/s/ Wayne L. Schoonmaker
    ---------------------	                     	-------------------------
    Daniel Gorski		                             Wayne Schoonmaker
    Vice President/Director	                   	Secretary/Treasurer, Director
    Date: June 14, 2000		                       Date: June 14, 2000


By: 	/s/ Mario Ayub Touche
    ----------------------
    Mario Ayub Touche
    Director
	   Date: June 14, 2000

                                  F/S - 19