##### 



U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED October 31, 2007.
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD OF  TO  .
 Commission File Number: 001-33125
 METALLINE MINING COMPANY
 (Name of small business issuer in its charter)
 Nevada
    
    91-1766677State or other jurisdiction of 
incorporation or organization
    
    (I.R.S. Employer
Identification No.)
 1330 E. Margaret Ave., Coeur dAlene, ID 83815
 (208) 665-2002
  Common Stock, $0.01 Par Value
 None
 o
  þ o
  o þ
 None.
   o þ
 o þ




---



##### 



Item 13. Exhibits
 ExhibitNumber
    
    Exhibit Title3.1(a)
    
    Articles of Incorporation.13.1(b)
    
    Certificate of Amendment to Articles of Incorporation.23.2
    
    Bylaws.24.1
    
    Rights Agreement, dated as of June 11, 2007, between the Company and OTC Stock Transfer, as
Rights Agent.710.1
    
    2000 Equity Incentive Plan. 510.2
    
    2006 Stock Option Plan. 510.3
    
    Subscription Agreement between the Company and subscribers, dated March 6, 2006.310.4
    
    Employment Agreement with Merlin Bingham, effective January 1, 2007.510.5
    
    Employment Agreement with Roger Kolvoord, effective January 1, 2007.510.6
    
    Employment Agreement with Terry Brown, effective January 1, 2007.510.7
    
    Common Stock and Warrant Purchase Agreement, dated February 16, 2007.610.8
    
    Employment Agreement with Robert Devers, effective January 1, 2008.814
    
    Code of Ethics. 521.1
    
    Subsidiaries of the Registrant. 523.1
    
    Consent of Hein & Associates LLP, filed herewith.23.2
    
    Consent of Williams & Webster, P.S., filed herewith.31.1
    
    Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.31.2
    
    Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.32.1
    
    Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith.32.2
    
    Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith.99.1
    
    Sierra Mojada location map.4
 
 (1)
    
    Incorporated by reference from Form 10-SB, filed October 15, 1999.(2)
    
    Incorporated by reference from Form 10-QSB, filed September 19, 2006.(3)
    
    Incorporated by reference from Form 8-K, filed March 6, 2006.(4)
    
    Incorporated by reference from Form 10-KSB, filed January 31, 2006.(5)
    
    Incorporated by reference from Form 10-KSB, filed January 31, 2007.(6)
    
    Incorporated by reference from Form 10-QSB, filed June 18, 2007.(7)
    
    Incorporated by reference to Exhibit 1 to the Companys Registration Statement on Form 8-A
filed on June 11, 2007.(8)
    
    Incorporated by reference from Form 8-K filed January 22, 2008.




---



##### 



SIGNATURES
  METALLINE MINING COMPANYDate: February 1, 2008
    By:
    /s/ Merlin BinghamMerlin Bingham,President and Principal Executive OfficerDate: February 1, 2008
    By:
    /s/ Robert DeversRobert Devers,Chief Financial Officer and
Principal Accounting Officer