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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-KSB



[x]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003



or



[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________ to _____________



Metaline Mining & Leasing Company

(Exact name of registrant as specified in its charter)



State of Washington

91-0684860

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)



601 West Main Avenue, Suite 714

Spokane, Washington

99201-0677

(Address of principal executive offices)

(Zip Code)



509-455-9077

(Registrant's telephone number, including area code)



Securities registered under Section 12(b) of the Exchange Act:



Title of each class

Name of each exchange on which registered



None

None



Securities registered under Section 12(g) of the Exchange Act:



Common

(Title of class)



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.  YesX No



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x



State issuer's revenues for its most recent fiscal year.   $ 10,395



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within 60 days.  (See definition of affiliate in Rule 12b-2 of the Exchange Act.) [Amended in release No. 33-7419 (¶85,938), effective June 13, 1997, 62 F.R. 26387.]$267,984 based upon the average bid and asked price of $.056 per share on April 12, 2004.



Note:If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.



(APPLICABLE ONLY TO CORPORATE REGISTRANTS)



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.  7,227,934



Documents Incorporated By Reference:  None

Transitional Small Business Disclosure Format (check one):

Yes_____  NoX



SEC 2337 (12-03)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays

a currently valid OMB control number.



---



PART I



ITEM 1.

DESCRIPTION OF BUSINESS



(a)

Business Development



The Registrant was incorporated in the State of Washington in 1927.  Historically, the Registrant was engaged in the mineral exploration business.  The Company does not currently hold an interest in any mineral exploration properties and has no active business operations.



The Registrant is currently seeking to acquire an interest in a business opportunity.  Due to the Registrant's limited assets it is anticipated that any such acquisition would be a "reverse take-over" accomplished through a merger or share exchange.  In such event, the Registrant's existing shareholders will become minority shareholders in the surviving entity.



(b)

Business of Issuer



The Registrant has no active business operations.  The Registrant is currently seeking to acquire an interest in a business opportunity.



The Registrant currently has no employees.



(c)

Reports to Security Holders



We are required to file annual, quarterly, and special reports, proxy statements, and other information with the Securities and Exchange Commission (SEC). You may read our filings at the web site maintained by the SEC at http://www.sec.gov.  You may also read and copy our filings at the SEC's public reference rooms at Judiciary Plaza Building, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as at the SEC's regional office at 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604.  You may obtain information about the operation of the SEC public reference room in Washington, D.C. by calling the SEC at 1-800-SEC-0330.  You may obtain a copy of a filing from the SEC at prescribed rates by writing to the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 or from commercial document retrieval services.



ITEM 2.

DESCRIPTION OF PROPERTY



The Company has no property, offices or facilities.  The Company's activities are carried out from the office of one of its officers and directors. There is no charge to the Company for the use of office space.



ITEM 3.

LEGAL PROCEEDINGS



There are no material pending legal proceedings to which the Registrant is a party or of which any of its property is subject.



---

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.



PART II



ITEM 5.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



(a)

Market Information



The Common Stock of the Company is traded in the over the counter market on the NASD Bulletin Board under the symbol MMLC.  The shares were listed for trading during the first quarter of 2002. Prior to that time there had been no market for the Companys shares for more than ten years. The following table shows the high and low closing sales prices for the Common Stock for each quarter since January 1, 2002.  The quote date was obtained through America Online from data provided by Standard & Poors. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.



Year Ended 12/31/02

High Closing

Low Closing

First Quarter

.02

.02

Second Quarter

.02

.02

Third

Quarter

.05

.01

Fourth

Quarter

.03

.02



Year Ended 12/31/03

First Quarter

.05

.02

Second Quarter

.02

.02

Third

Quarter

.05

.01

Fourth

Quarter

.075

0.3



(b)

Holders



There are approximately 1,270 holders of the Registrant's common equity at the date hereof.



(c)

Dividends



To the management's knowledge, the Registrant has never paid a dividend.  There is no plan to pay dividends for the foreseeable future.

(a)

Securities Authorized for Issuance Under Equity Compensation Plans



None



(b)

Unregistered Sales



During the period covered by this report the Company has sold no equity securities that were not registered under the Securities Act of 1933, as amended.

---



ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



Plan of Operation



During 2003, the Companys only revenue was dividend and interest income in the amount of $10,395.  This represents a decrease of income of approximately $4,646 over the year ended December 31, 2002. This decrease is attributable to the decrease in interest rates.



The Registrant is currently seeking to acquire an interest in an as-yet unidentified business opportunity.  Due to the Registrant's limited assets, it is anticipated that any such acquisition would be a "reverse take-over" accomplished through a merger or share exchange.  In such event, the Registrant's existing shareholders would likely become minority shareholders in the surviving entity. The Company is not currently evaluating any specific business opportunity.



The Company believes it can satisfy its foreseeable cash requirements. The Company does not believe that it will have to raise additional funds in the next twelve months.



ITEM 7.

FINANCIAL STATEMENTS









METALINE MINING & LEASING COMPANY







Financial Statements and

Independent Auditors Report



December 31, 2003 and 2002























---

Metaline Mining & Leasing Company



Contents





Page



INDEPENDENT AUDITORS REPORT

6





FINANCIAL STATEMENTS:



Balance sheets

7



Statements of income

8



Statements of stockholders equity

9



Statements of cash flows

10



Notes to financial statements

11-13



































































---



INDEPENDENT AUDITORS REPORT











Board of Directors

Metaline Mining & Leasing Company

Spokane, Washington





We have audited the accompanying balance sheets of Metaline Mining & Leasing Company (a Washington Corporation) as of December 31, 2003 and 2002, and the related statements of income, stockholders equity, and cash flows for the years then ended.  These financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Metaline Mining & Leasing Company as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.





/s/ Lemasters & Daniels, PLLC





Spokane, Washington

March 16, 2004















---



|Metaline Mining & Leasing Company
Balance Sheets
|------------------------------------------------
|                                                
|                                                
|                                                
|                                                
|                                                
|Assets                                          
|                                                
|CURRENT ASSETS:                                 
|                                                
|                                                
|                                                
|                                                
|                                                
|                                                
|FEDERAL INCOME TAXES RECEIVABLE                 
|                                                
|                                                
|INVESTMENTS                                     
|                                                
|PARTNERSHIP PROPERTIES                          
|                                                
|                                                
|                                                
|Liabilities and Stockholders Equity            
|                                                
|CURRENT LIABILITIES:                            
|                                                
|                                                
|                                                
|STOCKHOLDERS EQUITY:                           
|                                                
|                                                
|                                                
|                                                
|                                                
|                                                
|                                                
|                                                
|                                                







See accompanying notes to financial statements.

---



|Metaline Mining & Leasing Company
Statements of Income
|------------------------------------------------------
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|INCOME:                                               
|                                                      
|                                                      
|                                                      
|EXPENSES:                                             
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|LOSS BEFORE OTHER INCOME                              
|                                                      
|                                                      
|OTHER INCOME:                                         
|                                                      
|                                                      
|                                                      
|INCOME (LOSS) BEFORE FEDERAL INCOME TAX               
|                                                      
|BENEFIT (PROVISION) FOR FEDERAL INCOME TAX            
|                                                      
|NET INCOME (LOSS)                                     
|                                                      
|BASIC EARNINGS (LOSS) PER SHARE (based on weighted    
|                                                      









See accompanying notes to financial statements.



---



|Metaline Mining & Leasing Company
Statements of Stockholders Equity
Years Ended December 31, 2003 and 2002
|-----------------------------------------------------------------------------------------------------------
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|BALANCES, DECEMBER 31, 2001                                                                                
|                                                                                                           
|ADD:                                                                                                       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|BALANCES, DECEMBER 31, 2002                                                                                
|                                                                                                           
|ADD (DEDUCT):                                                                                              
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|BALANCES, DECEMBER 31, 2003                                                                                



See accompanying notes to financial statements.

---



|Metaline Mining & Leasing Company                  |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|-------------------------------------------------- | ------------------------------------------------------ | --------------------------------- | ----------------------------------------------- | --------------------- | ------------------------------------- | ------- |  | ------------ |  | ----
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|Statements of Cash Flows                           |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  | Years Ended  |  |     
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  | December 31, |  |     
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  | 2003         |  | 2002
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|Increase (Decrease) in Cash and Cash Equivalents   |                                                        |                                   |                                                
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|CASH FLOWS FROM OPERATING ACTIVITIES:              |                                                        |                                   |                                                
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|                                                   | Net income (loss)                                      | $             (6,305)             |                                                 | $                 499
|                                                   | Adjustments to reconcile net income (loss) to net cash |                                   |                                                 |                      
|                                                   |                                                        | used in operating activities:     |                                                 |                       |                                      
|                                                   |                                                        |                                   | Income from partnership interest                | (757)                 |                                       | (1,142)
|                                                   |                                                        |                                   | (Increase) decrease in federal taxes receivable | 2,392                 |                                       | (3,206)
|                                                   |                                                        |                                   | Decrease in accounts payable                    | -                     |                                       | (1,500)
|                                                   |                                                        |                                   |                                                 |                       | Net cash used in operating activities | (4,670) |  | (5,349)     
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|CASH FLOWS FROM FINANCING ACTIVITIES:              |                                                        |                                   |                                                
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|                                                   | Purchase of common stock                               | (575,000)                         |                                                 | -                    
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|NET DECREASE IN CASH AND CASH EQUIVALENTS          | (579,670)                                              |                                   | (5,349)                                        
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR       | 1,092,510                                              |                                   | 1,097,859                                      
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|CASH AND CASH EQUIVALENTS, END OF YEAR             | $           512,840                                    |                                   | $         1,092,510                            
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|Supplemental Disclosure of Cash Flows Information: |                                                        |                                   |                                                
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|                                                   | Cash paid for income taxes                             | $                  -              |                                                 | $               3,294
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|Supplemental Schedule of Noncash Investing         |                                                        |                                   |                                                
|                                                   | and Financing Activities:                              |                                   |                                                 |                      
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     
|                                                   |                                                        | Increase in partnership interests | $                 757                           |                       | $               1,142                
|                                                   |                                                        |                                   |                                                 |                       |                                       |         |  |              |  |     





See accompanying notes to financial statements.

---

Metaline Mining & Leasing Company



Notes to Financial Statements





NOTE 1  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:



Organization:



Metaline Mining & Leasing Company (the Company) was incorporated in the state of Washington in 1927.  Although it has previously been engaged in mineral exploration and continues to hold interests in mineral exploration properties, the Company currently has no active business operations.  The Company is currently seeking to acquire an interest in a business opportunity.



Summary of Significant Accounting Policies:



a.

Cash and cash equivalents include short-term cash investments that have an initial maturity of 90 days or less.



b.

The Companys marketable securities are stated at estimated fair value at the balance-sheet dates and unrealized losses are reported in stockholders equity as accumulated other comprehensive income.  All such securities are considered to be available-for-sale.  Gains and losses are determined using the specific identification method.  Investments in coins (gold Krugerrands and silver rounds) are stated at fair value.



c.

The Company capitalizes acquisition and exploration costs on nonoperating mining properties and mineral rights for accounting and income tax purposes.  Upon commencement of operations, the capitalized costs will be amortized based on proven or probable reserves by the unit of production method so that each unit produced is assigned a pro rata portion of the unamortized acquisition costs.



d.

Capitalized costs are charged to operations as impairment losses when title to the property has expired or when management believes the properties are not economically feasible to develop or hold for future development.



e.

Income tax is provided for the tax effects of transactions reported in the financial statements.  There were no material temporary differences between financial statement and tax bases of accounts for the years presented.



f.

Basic earnings per share are computed using the weighted average number of shares outstanding during the years (approximately 14,376,000 and 14,556,000 in 2003 and 2002, respectively).  Diluted income per share was the same as basic earnings per share for the years presented.



g.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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.





---

Metaline Mining & Leasing Company



Notes to Financial Statements







NOTE 2  INVESTMENTS:



The Company had the following investments:



December 31,



2003

2002

Coins:

At fair value

$

19,453

$

16,018



Marketable securities:

Cost

5,877

5,877

Gross unrealized holding loss

(5,877)

(5,877)



$

19,453

$

16,018





Coins consisted of the following:



*

44 1-ounce Krugerrands

*

150 1-ounce silver rounds



Marketable securities consisted of the following investments:



*

25,000 shares of Capitol Silver Mines, Inc., a development-stage company

*

31,151 shares of Carson Industries Corporation, which is currently involved in oil and gas exploration





NOTE 3  MINING PROPERTIES:



Investments in mining properties, net of impairment losses recognized, consisted of the following:



December 31,



2003

2002



Partnership interest in two units of Pondera Partners, Ltd.,

a drilling project located in Teton County, Montana (at

cost less equity in partnership losses)

$7,720

$6,963





---

Metaline Mining & Leasing Company



Notes to Financial Statements







NOTE 4  FEDERAL INCOME TAXES:



The provision for income taxes consisted of the following:



Years Ended

December 31,



2003

2002



Computed expected tax benefit (expense)

$

1,110

$

(88)







NOTE 5  CONCENTRATION OF CREDIT RISK:



The Company maintains its cash and cash equivalents in three financial institutions.  Balances are insured by the Federal Deposit Insurance Corporation (FDIC) up to $100,000 per institution.  Balances on deposit may occasionally exceed FDIC insured amounts.





NOTE 6  PURCHASE OF COMMON STOCK:



In December 2003, the Company and a majority stockholder entered into and closed a transaction whereby the stockholder sold 7,277,734 shares of the Companys common stock to the Company for an aggregate share price of $575,000.  The stockholder, who previously held 50% of the Companys outstanding stock now holds 100 shares of the Companys common stock.































---

ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.



During the registrant's two most recent fiscal years and the subsequent interim period, no independent accountant who was previously engaged as the principal accountant to audit the registrant's financial statements, or independent accountant who was previously engaged to audit a significant subsidiary and on whom the principal accountant expressed reliance in its report, has resigned (or indicated it has declined to stand for re-election after the completion of the current  audit) or was dismissed.



ITEM 8-A.

CONTROLS AND PROCEDURES



William R. Green and Eunice R. Campbell , the Registrants President and Principal Accounting Officer respectively have evaluated the Registrants disclosure controls and procedures within 90 days of the filing date of this annual report.  Based upon this evaluation, the Registrants President and Principal Accounting Officer concluded that the Registrants disclosure controls and procedures are effective in ensuring that material information required to be disclosed is included in the reports that it files with the Securities and Exchange commission.



There were no significant changes in the Registrants internal controls or, to the knowledge of the management of the Registrant, in other factors that could significantly affect these controls subsequent to the evaluation date.



PART III



ITEM 9.

DIRECTORS, EXECUTIVE OFFICERS,  PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT



Directors and Executive Officers



(a)

Identification of Directors



Set forth below is the name, age and length of service of the Company's directors as of April 1, 2004:



Name (age)

Position

Length of Service

William R. Green  (65)

Director

Since 1993

Eunice R. Campbell (58)

Director

1992 and since 1994



The directors are elected for a one-year term until their successors have been elected and qualified. There are no arrangements or understandings between any of the directors and other persons pursuant to which such person was selected as a director.



---

(b)

Identification of Executive Officers



Set forth below is the name and length of service of the Company's Executive Officers as of April 1, 2004:



Name (age)

Position

Length of Service



William R. Green

President

2004



Vice President/Asst. Secretary

From 1994 to 2004



Eunice R. Campbell

Secretary/Treasurer

Since 1992



Executive Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of shareholders and until their successors have been elected and qualified.  There are no arrangements or understandings between any of the directors, officers, and other persons pursuant to which such person was selected as an Executive Officer.



Set forth below is certain biographical information regarding each Director and Executive Officer of the Company.



Dr. William R. Green - William R. Green is a mining engineer and geologist, and was a professor of mining engineering at the University of Idaho from 1965 to 1983.  He has been actively involved in the mining business since 1962 and is currently an officer and director of Centram Exploration Ltd., Triband Enterprise Corp. and Petromin Resources Ltd., all Canadian public companies and was the President and a director director of Mines Management, Inc., a U.S. public company from 1964 until 2003.



Eunice R. Campbell - Mrs. Campbell is a retired businesswoman.  Prior to her retirement in 1987 Mrs. Campbell was the owner of Spokane Guaranty Company, a stock transfer agency.



(c)

Identification of Certain Significant Employees



The Registrant has no employees.



(d)

Family Relationships



There is no family relationship between any Director, Executive Officer, or person nominated or chosen by the Registrant to become a Director or Executive Officer.



(e)

Involvement in Certain Legal Proceedings



No Director, or person nominated to become a Director or Executive Officer, has been involved in any of the enumerated events during the past five years.



(f)

Promoters and Control Persons



Not Applicable



---

Compliance with Section 16(a) of the Exchange Act



Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Registrant pursuant to Section 240.16a-3 during its most recent fiscal year and Form 5 and amendments thereto furnished to the Registrant with respect to the most recent fiscal year, all executive officers and directors of the Company timely filed the reports required under Section 16(a) of the Securities Exchange Act of 1934, as amended.



Board Committees



William R. Green and Eunice R. Campbell, comprising the entire Board of Directors, performed the functions of the Audit, Nominating and Disclosure Committees during the year ended December 31, 2003. The audit committee recommends a firm of independent certified public accountants to audit the annual financial statements, discusses with the auditors and approves in advance the scope of the audit, reviews with the independent auditors their independence, the financial statements and their audit report, reviews management's administration of the system of internal accounting controls, and reviews the Company's procedures relating to business ethics. The Company has adopted audit committee pre approval policies but does not have a written audit committee charter. Neither William R. Green nor Eunice R. Campbell are deemed to be independent directors as that term is defined in Rule 4200(a)(14) of the NASDs listing standards.



ITEM 10.

EXECUTIVE COMPENSATION



(a)

Executive Officers



The following table sets forth the compensation paid by the Company to its Chief Executive Officer and executive officers whose total annual salary and bonus exceeded $100,000 during the past three calendar years ("Executive Officers"). Except as set forth below, no officer or Executive Officer of the Company received compensation in excess of $100,000 during the past three calendar years. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.



Summary Compensation Table

Long-Term Compensation

Annual Compensation

Awards

Payouts



(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

Name

Other

Restricted

Securities



and

Annual

Stock

Underlying

LTIP

All Other

Principal

Year

Salary

Bonus

Comp.

Awards(1)

Options/

Payouts

Comp.

Position



($)

($)

($)

($)

SARs(#)

($)

($)



Gregory B.  Lipsker

2001

$0

$0

$0

$0

-0-

$0

$0

President and Director

2002

$0

$0

$0

$0

-0-

$0

$0*

2003

$0

$0

$0

$0

-0-

$0

$0*

*     Mr. Lipskers law firm received fees of $1,220 and $1,646 for legal services performed for the Company during 2003 and 2002 respectively..



---

(b)

Director Compensation For Last Fiscal Year



|Name
(a)                    | Cash Compensation              | Security Grants                   
|--------------------------- | ------------------------------ | ----------------------------------
|Annual Retainer Fees($)
(b) | Meeting            Fees($)
(c) | Consulting Fees/Other
Fees ($)
(d)
|Gregory  Lipsker            | $500                           | -0-                               
|William R. Green            | $500                           | -0-                               
|Eunice Campbell             | $500                           | -0-                               



ITEM 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT



The following table sets out as of April 1, 2004, the names and shareholdings of beneficial owners known to the Company to own more than five percent (5%) of the common stock of the Company, each director and executive officer of the Company, and the shareholdings of all directors and executive officers as a group. At such date, the number of issued and outstanding shares of common stock of the Company was 7,277,934.



Amount and Nature of

Beneficial Ownership

Name of Person

( all direct unless

or Group  (1)



otherwise noted)

% of class



Greg Lipsker

1,001,500

13.8%

601 W. Main Avenue

Spokane, WA  99201



William Green

896,000

12.3%



905 W. Riverside, Ste. 311

Spokane, WA  99201



Eunice R. Campbell

595,000

8.1%

301 S. Chestnut, Ste. #6

Spokane, WA  99204



All executive officers and

1,491,000

20.4%

directors as a group (2 persons)





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ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



(a)

Transactions with Management and Others



On December 17, 2003 the Company and a shareholder, Albert M. Zlotnick, entered into and closed a transaction whereby Mr. Zlotnick sold 7,277,734 shares of the Companys Common stock to the Company for an aggregate sales price of $575,000. Mr. Zlotnick, who previously held 50% of the Companys outstanding stock now holds 100 shares of the Companys common stock.



(b)

Certain Business Relationships



None



ITEM 13.

EXHIBITS AND REPORTS ON FORM 8-K



(a) the  following documents are filed as part of the report:



1. Financial Statements



Independent Auditors' Reports



Balance Sheets at December 31, 2003 and 2002



Statements of Income (Loss)

for the years ended December 31, 2003 and 2002



Statements of Stockholders' Equity

for the years ended December 31, 2001 - 2003



Statements of Cash Flows

for the years ending December 31, 2003 and 2002



Notes to Financial Statements



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2. Exhibits required by Item 601



(2)

Plan of Acquisition, reorganization, arrangement,

liquidation or succession.(1)

(3)(i)

Articles of Incorporation(2)

(3)(ii)

Bylaws.(2)

(4)

Instruments defining the rights of security holders,

including indentures. (1)

(9)

Voting trust agreements.(1)

(1)

Material contracts.

(10)(i)

Albert M. Zlotnick/ Metaline Mining & Leasing Release Agreement

(11)

Statement re:  computation of per share earnings.(1)

(12)

Statements re:  computation of ratios.(1)

(13)

Annual report to security holders, Form 10Q

or quarterly report to security holders.(1)

(14)

Code of Ethics

(1)

Rule 13a-14(a)/15d-14(a) Certifications

(31)(i)

Certification of William R. Green

(31) (ii) Certification of Eunice R. Campbell

(2)

Section 1350 Certifications

(32)(i)

Certification of William R. Green

(32(ii) Certification of Eunice R. Campbell

(16)

Letter re:  change in certifying accountant. (1)

(18)

Letter re:  change in accounting principles.(1)

(19)

Subsidiaries of the Registrant. (1)

(22)

Publisher report regarding matters submitted

to vote of security holders. (1)

(23)

Consents of Experts and counsel. (1)

(24)

Power of Attorney. (1)

(99)

Additional Exhibits.

(99)(i)  Form of Audit Committee Pre-approval Policies



(1) These items have either been omitted or are not applicable

(2) Incorporated by reference to previous filing



(a)

No reports have been filed on Form 8-K during the last fiscal quarter covered by this report.



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ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES



Audit Fees



The aggregate fees billed for professional services rendered by the Companys principal accountant for the audit of the Companys annual financial statements for the fiscal years ended December 31, 2003 and 2002 were $4,200 and $4,500 respectively.



Audit Related Fees



The Company incurred no fees during the last two fiscal years for assurance and related services by the Companys principal accountant that were reasonably related to the performance of the audit of the Companys financial statements.



Tax Fees



The Company incurred fees totaling $600 and $600 during the fiscal years ended December 31, 2003 and 2002, respectively, for professional services rendered by the Companys principal accountant for tax compliance, tax advice and tax planning.



All Other Fees



The Company incurred fees totaling $4,500 and $4,500 during the fiscal years ended December 31, 2003 and 2002 respectively, for services rendered by the Companys principal accountants relating to the preparation of quarterly financial statements for inclusion in the Company's quarterly reports on Form 10QSB.







SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS



Not Applicable





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SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



METALINE MINING & LEASING COMPANY



/s/ William R. Green

By:



William R. Green, President

(Principal Executive Officer)



/s/ Eunice R. Campbell

By:



Eunice R. Campbell, Secretary/Treasurer

(Principal Financial Officer)





In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



/s/ William R. Green

4/13/04



WILLIAM R. GREEN

Date

Director



/s/ Eunice R. Campbell

4/13/04



EUNICE R. CAMPBELL

Date

Director







SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS -Not Applicable