Item 1:	Description of Business	 1
	Item 2:
Item 2:	Risk Factors	 7
	Item 3:
Item 3:	Description of Properties 	11
	Item 4:
ITEM 4.	LEGAL PROCEEDINGS.
	The Company is not a party to any pending or threatened litigation and to its knowledge, no action, suit or proceedings has been threatened against its officers and its directors.
ITEM 5.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
	The laws of the state of Nevada under certain circumstances provide for indemnification of the Company's Officers, Directors and controlling persons against liabilities, which they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained herein, but this description is qualified in its entirety by reference to the Company's Articles of Incorporation and to the statutory provisions.
	In general, any Officer, Director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection with a legal proceeding to which such person is a party, if that person's actions were in good faith, were believed to be in the Company's best interest, and were not unlawful. Unless such person is successful upon the merits in such an action, indemnification may be awarded only after a determination by independent decision of the Board of Directors, by legal counsel, or by a vote of the shareholders, that the applicable standard of conduct was met by the person to be indemnified.
	The circumstances under which indemnification is granted in connection with an action brought on behalf of the Company is generally the same as those set forth above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in connection with the defense or settlement of the action. In such actions, the person to be indemnified must have acted in good faith and in a manner believed to have been in the Company's best interest, and have not been adjudged liable for negligence or misconduct.
	The Company's Articles of Incorporation and Bylaws do not contain any provisions for indemnification as described above.
ITEM 6.
ITEM 6. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
	No matters were submitted to a vote of the Company's stockholders during the year ended October 31, 2000.
PART II
ITEM 7.
ITEM 7.	MARKET PRICE FOR COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.
	The Company's shares are traded on the Bulletin Board operated by the National Association of Securities Dealers, Inc. (the "Bulletin Board") under the trading symbol "MMGG." The Company's shares began trading November 19, 1996. Summary trading by quarter for 2000, 1999, and 1998 are as follows:
	As of October 31, 2000, the Company has 120 holders of record of its Common Stock.
	The Company has not paid any dividends since its inception and does not anticipate paying any dividends on its Common Stock in the foreseeable future.
ITEM 8.
ITEM 8.	RECENT SALES OF UNREGISTERED SECURITIES.
	The Company has 9,740,595 shares of Common Stock issued and outstanding as of October 31, 2000. Of the 9,740,595 shares of the Company's Common Stock outstanding, 3,840,245 shares are freely tradeable and 5,900,350 shares can only be resold in compliance with Reg. 144 adopted under the Securities Act of 1933 (the "Act").
	In general, under Rule 144 as currently in effect, a person (or persons whose Shares are aggregated) who has beneficially owned Shares privately acquired directly or indirectly from the Company or from an affiliate, for at least one year, or who is an affiliate, is entitled to sell within any three month period a number of such Shares that does not exceed the greater of 1% of the then outstanding shares of the Company's Common Stock or the average weekly trading volume in the Company's Common Stock during the four calendar weeks, immediately preceding such sale. Sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about the Company. A person (or persons whose Shares are aggregated) who is not deemed to have been an affiliate at any time during the 90 day preceding a sale, and who has beneficially owned Restricted Shares for at least two years, is entitled to sell all such Shares under Rule 144 without regard to the volume limitations, current public information requirements, manner of sale provisions or notice requirements.
	On August 24, 1993, the Company issued 960,800 of its $0.01 par value shares to Precious Metal Mines, Inc. ("PMM"), for 16 unpatented mining claims located near Philipsburg, Montana comprising the Kadex property group. The foregoing shares were issued pursuant to Section 4(2) of the Securities Act of 1933 (the "Act").
	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.
	During November 1995, Cadgie Co. directors approved an issue of 45,000 shares of Common Stock to Mr. Ryan for services rendered at $0.01 per share. The foregoing shares were issued pursuant to Section 4(2) of the Act.
	In June 1996, the Company completed a private placement of common stock resulting in net proceeds of $25,000. The Company issued 250,000 common shares in connection with this private placement. The Company also issued 900,000 shares to Messrs. Bingham, Gorski and Ryan 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 Dakota covering the mining concessions. By acquiring the partnership interest, the Company was able to negotiate and sign a formal joint venture agreement with Dakota in July 1996. The foregoing shares were issued pursuant to Section 4(2) of the Act.
	During June 1996, the 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. The foregoing shares were issued pursuant to Section 4(2) of the Act.
	In October 1996, the Company completed a private placement of common stock resulting in net proceeds of $125,500. The Company issued 1,255,000 shares in connection with this placement. The Company also issued 120,000 shares to Mr. Gorski in payment for his services for the months of September and October. The Company issued 20,000 shares of Common Stock to Mr. Ryan as payment for services in those same months. Further, the Company issued 150,000 shares of common stock for computer equipment. The foregoing shares were issued pursuant to Section 4(2) of the Act.
	During February 1997, the Company borrowed $30,000 from shareholders and issued 24,900 shares of Common Stock as a loan incentive. The foregoing shares were issued pursuant to Section 4(2) of the Act.
	In March 1997, the Company completed an issuance of Common Stock resulting in net proceeds of $17,500. The foregoing shares were issued pursuant to Section 4(2) of the Act.
	In April 1997, the Company issued to Royal Silver Mines, Inc., 200,000 shares of Common Stock resulting in proceeds of $70,000. The Company issued 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 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. The foregoing shares were issued pursuant to Section 4(2) of the Act.
	On June 5, 1997, the Company issued 50,000 shares of Common Stock in consideration of services rendered. The foregoing shares were issued pursuant to Section 4(2) of the Act.
	In 1997 and 1998, the Company issued warrants to eight persons. Each warrant entitles the holder to acquire one share of common stock at exercise prices ranging from $0.35 to $2.25. A total of 1,046,500 warrants were issued and 996,500 are currently outstanding; 50,000 of the warrants have been exercised. The warrants were issued pursuant to Section 4(2) of the Act.
	Between August 14, 1998 and November 23, 1998, the Company sold 565,000 shares of common stock to eight persons/entities in consideration of $565,000. The foregoing shares were sold pursuant to Section 4(2) of the Securities Act of 1933.
	Between March 8, 1999 and June 11, 1999, the Company sold 662,500 shares of common stock to eight persons/entities in consideration of $662,500. The foregoing shares were sold pursuant to Section 4(2) of the Securities Act of 1933.
	In July and November 1999, options for 1,200,000 shares of common stock were exercised as a price of $0.90 per share, pursuant to Section 4(2) of the Act.
	In August, 2000, the Company sold 1,440,500 shares for common stock at a price of $2.77 per share. The foregoing shares were sold pursuant to Section 4(2) of the Securities Act of 1933.
	During the year ended October 31, 2000 the company issued 120,000 shares for services rendered and 15,000 shares for equipment. The foregoing shares were issued pursuant to Section 4(2) of the Securities Act of 1933.
ITEM 9.
ITEM 9. SELECTED FINANCIAL DATA.
	The selected financial data set forth below has been derived from, and should be read in conjunction with the Company's financial statements and the notes thereto, and Item 11 of this report entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations." The selected financial data for the three years ended October 31, 2000 have been derived from the Company's consolidated financial statements appearing elsewhere in this report, which have been audited by Williams & Webster P.S., Spokane, Washington.
	The selected financial data should be read in conjunction with and is qualified by such financial statements and the notes thereto.
ITEM 10.
ITEM 10.	DESCRIPTION OF SECURITIES.
Common Stock
	The authorized Common Stock of the Company consists of 50,000,000 shares of $0.01 par value Common Stock. As of October 31, 2000, 9,740,595 shares are issued and outstanding of which 3,840,245 are freely tradable.
	In general, under Reg.144, an affiliate of the Company (officers, directors, and owners of more than ten percent (10%) of the outstanding shares of Common Stock are affiliates of the Company) may sell in ordinary market transactions through a broker or with a market maker, within any three (3) month period a number of shares which does not exceed the greater of one percent (1%) of the number of outstanding shares of Common Stock or the average of the weekly trading volume of the Common Stock during the four calendar weeks prior to such sale. Sales under Reg.144 require the filing of Form 144 with the Securities and Exchange Commission. If the shares of Common Stock have been held for more than two (2) years by a person who is not an affiliate, there is no limitation on the manner of sale or the volume of shares that may be sold and no Form 144 is required. Sales under Reg. 144 may have a depressive effect on the market price of the Company's Common Stock.
	All shares have equal voting rights and are not assessable. Voting rights are not cumulative and, therefore, the holders of more than 50% of the Common Stock could, if they chose to do so, elect all of the directors of the Company.
	Upon liquidation, dissolution, or winding up of the Company, the assets of the Company, after the payment of liabilities, will be distributed pro rata to the holders of the Common Stock. The holders of the Common Stock do not have preemptive rights to subscribe for any securities of the Company and have no right to require the Company to redeem or purchase their shares. The shares of Common Stock presently outstanding are fully paid and non-assessable.
Dividends
	Holders of the Common Stock are entitled to share equally in dividends when, as and if declared by the Board of Directors of the Company, out of funds legally available therefore. No dividend has been paid on the Common Stock since inception, and none is contemplated in the foreseeable future.
Warrants
	Currently, the Company has outstanding warrants to acquire up to 996,500 shares of common stock at exercise prices ranging from $0.35 to $2.25 per share. Each warrant permits the holder thereof to acquire one share of common stock. The warrant expiration periods range from November 1, 2000 to September 15, 2005.
Transfer Agent
	The transfer agent for the Company's Common Stock is Idaho Stock Transfer Co., 421 Coeur d'Alene Avenue, Coeur d'Alene, Idaho 83814.
ITEM 11.
ITEM 11.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
	The Company has inadequate cash to maintain operations during the next twelve months. In order to meet its cash requirements the Company will have to raise additional capital through the sale of securities or loans. As of the date hereof, the Company has not made sales of additional securities and there is no assurance that it will be able to raise additional capital through the sale of securities in the future. Further, the Company has not initiated any negotiations for loans to the Company and there is no assurance that the Company will be able to raise additional capital in the future through loans. In the event that the Company is unable to raise additional capital, it may have to suspend or cease operations.
	The Company does not intend to purchase a plant or significant equipment.
	The Company will hire employees on an as needed basis, however, the Company does not expect any significant changes in the number of employees.
Results of Operations - Inception (August 20, 1993) through October 31, 2000.
	The Company is in the development stage. 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. The President and Vice President of the Company both have extensive experience in mining, exploration and development.
Liquidity and Capital Resources.
	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 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.
EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS.
	In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No.131 ("SFAS No.131"), Disclosures about Segments of an Enterprise and Related Information, which supersedes SFAS No. 14, Financial Reporting for Segments of a Business Enterprise, establishes standards for the new way that public enterprises report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. SFAS No. 131 defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. As the Company operates within one segment, the adoption of SFAS No. 131 by the Company in 1998, did not have a significant impact on the Company's financial position.
	In February 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 132 ("SFAS No. 132") Employer's Disclosures about Pensions and other Post-retirement Benefits, which standardizes the disclosure requirements for pension and other post-retirement Benefits. The adoption of SFAS No. 132 did not materially impact the Company's current disclosures.
	In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 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 October 31, 2000, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.
	ITEM 12.
ITEM 12. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
	The financial statements of the Company for the years ended October 31, 2000, 1999, and 1998 included elsewhere in this report have been audited by Williams & Webster, P.S., Spokane, Washington. An index to such financial statements appears at Page 17 of this report.
ITEM 13.
ITEM 13. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
	There have been no disagreements on accounting and financial disclosures through the date of this Registration Statement.
PART III
ITEM 14.
ITEM 14.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
	The officers and directors of the Company are as follows:
Name	 Age	 Position
Merlin Bingham	 67	 President and Chairman of the Board of Directors
Daniel Gorski	 63	 Vice President of Operations and a member 		 of the Board of Directors
Jim Czirr	 46	 Member of the Board of Directors and Consultant
Wayne Schoonmaker	 63	 Secretary & Treasurer
	All directors hold office until the next annual meeting of shareholders which is tentatively scheduled for March, 2001, or until their successors have been elected and qualified. The Company's officers are elected by the Board of Directors at the annual meeting and hold office until their death, or until they resign, or have been removed from office.
Officer and Director Biographies:
Merlin Bingham, President and Chairman of the Board of Directors
	Since October 1996, Mr. Bingham has been the President and Chairman of the Board of Directors of the Company. From 1963 to 1983 Mr. Bingham worked in exploration for mining and oil companies in the western U.S. and Alaska, Zambia, the United Arab Emirates, Ecuador and Mexico. Since 1983, Mr. Bingham has been a consulting geologist. Mr. Bingham received a B.S. degree in Mineralogy from the University of Utah in 1963.
Daniel Gorski, Vice President of Operations and a member of the Board of Directors
	Since June 1996, Mr. Gorski has been the Vice President of Operations and a member of the Board of Directors of the Company. Mr. Gorski has been a consulting geologist and mine manager since 1974 working in the western U.S. and Mexico. From January 1992 to June 1996, Mr. Gorski was employed as a contract geologist, working in Mexico, employed by USMX, Inc., an exploration and mining company located in Denver, Colorado. Mr. Gorski received a B.S. degree in Geology from Ross State College, Alpine Texas and a M.A. in Geology from the University of Texas in 1970.
Jim Czirr - Director and Financial Consultant
	Since June 1998, Mr. Czirr has been a member of the Board of Directors and a financial consultant to the company since December 1997. Mr. Czirr has over 20 years experience as a financial and public relations consultant in the areas of business strategies, marketing, incentive programs, finance and capital formation and has extensive experience in the brokerage business and in oil and gas limited partnerships.
Wayne Schoonmaker - Secretary & Treasurer
	From 1981 to 1993, Mr. Schoonmaker was Financial Manager of the Northwest Mining Department of ASARCO and from 1978 to 1981, he was Chief Accountant at ASARCO's Troy Unit in Montana, where he was responsible for the installation and implementation of the accounting system for the start-up of the Troy Mine. From July 1978 to December 1978, Mr. Schoonmaker was Assistant Treasurer of the Bunker Hill Mining Company, and from 1964 to 1978, he was Assistant Corporation Secretary of Hecla Mining Company. Mr. Schoonmaker received a Bachelor of Science degree in Accounting from the University of Montana in 1962 and an MBA from the University of Idaho in 1987. Mr. Schoonmaker is a Certified Public Accountant in the states of Idaho and Montana.
ITEM 15.
ITEM 15.	EXECUTIVE COMPENSATION.
Summary Compensation.
	The following table sets forth the compensation paid by the Company from January 1, 1996 through December 31, 2000, for each officer and director of the Company. 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
	There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of the Company's officers and directors.
Option/SAR Grants.
The following grants of stock options, whether or not in tandem with stock appreciation rights ("SARs") and freestanding SARs have been made to officers and/or directors:
Long-Term Incentive Plan Awards.
	The Company does not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Compensation of Directors.
	In general, the Directors do not receive any compensation for serving as members of the Board of Directors. The Board has not implemented a plan to award options to any Directors. There are no contractual arrangements with any member of the Board of Directors other than with James Czirr. Mr. Czirr has entered into a consulting agreement with the Company whereby Mr. Czirr supplies financial and business consulting services and is compensated in stock and options. See "Certain Relationships and Related Transaction."
ITEM 16.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
	The following table sets forth the Common Stock ownership of each person known by the Company to be the beneficial owner of five percent or more of the Company's Common Stock each director individually and all officers and directors of the Company as a group. Each person has sole voting and investment power with respect to the shares of Common Stock shown, unless otherwise noted, and all ownership is of record and beneficial.
Name	 Number of		 Number of of owner	 Shares	 Position	 Shares - -------- --------- 	-------------------- 	--------
Merlin Bingham	 935,000	 President, CEO and Chairman	 9.60% 		 of the Board of Directors
Daniel Gorski	 766,600	 Vice President of Operations	 7.87% 	 	and member of the 		 Board of Directors
Jim Czirr	 490,100	 Member of the Board of	 5.03% 		 Directors
Wayne Schoonmaker	 0	 Secretary & Treasurer 	0.00%
All officers and	 2,191,700		 22.50% directors as a group (4 persons)
Britannia Holdings	3,190,500		 32.75% King's House The Grange St. Peter Port Guernsey Channel Islands
ITEM 17.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
	The Company was formed on November 8, 1993, by Mr. Carman Ridland of Las Vegas, Nevada as a spin-off from its predecessor Precious Metal Mines, Inc. ("PMM").
	The Company issued 960,800 of its $0.01 par value shares to PMM, for 16 unpatented mining claims located near Philipsburg, Montana comprising the Kadex property group.
	PMM distributed the 960,800 shares of Cadgie Co. to its shareholders, one share of Cadgie Co. for each share of PMM 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.
	During November 1995, Metalline Mining Company's directors approved an issue of 45,000 shares of Common Stock to Mr. Ryan for services rendered at $0.01 per share.
	In January 1996, Carman Ridland in a private sale, sold a controlling interest in the corporation to Howard Crosby. On January 12, 1996, Mr. Ridland transferred control of Cadgie Co. to Mr. Howard Crosby and Mr. Robert Jorgensen.
	In May 1996, Messrs. Crosby and Jorgensen were made aware of certain potentially valuable mining properties and concessions located at Sierra Mojada, Coahuila, Mexico. Messrs. Crosby and Jorgensen transferred control of Cadgie Co. to Messrs. Bingham, Gorski and Ryan so that Cadgie Co. could focus on the opportunity presented at Sierra Mojada.
	In June 1996, the Company completed a private placement of common stock resulting in net proceeds of $25,000. The Company issued 250,000 common shares in connection with this private placement. The Company also issued 900,000 shares to Messrs. Bingham, Gorski and Ryan 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 Dakota covering the mining concessions. By acquiring the partnership interest, the Company was able to negotiate and sign a formal joint venture agreement with Dakota in July 1996.
	During June 1996, the 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.
	In August 1996, the Company changed its name to Metalline Mining Company and increased the authorized capital to 50,000,000 shares.
	In October 1996, the Company completed a private placement of common stock resulting in net proceeds of $125,500. The Company issued 1,255,000 shares in connection with this placement. The Company also issued 120,000 shares to Mr. Gorski in payment for his services for the months of September and October. The Company issued 20,000 shares of Common Stock to Mr. Ryan as payment for services in those same months. Further, the Company issued 150,000 shares of common stock for computer equipment.
	During February 1997, the Company borrowed $30,000 from shareholders and issued 24,900 shares of Common Stock as a loan incentive.
	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. The Company issued 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 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.
	On June 5, 1997, the Company issued 50,000 shares of Common Stock to Mario Ayub Touche in consideration of services rendered.
	In December 1997, the Company entered into a consulting agreement with James Czirr, a member of the Board of Directors. Pursuant to the consulting agreement, Mr. Czirr supplies financial and business consulting services and is compensated in stock and options.
PART IV ITEM 18. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBITS. The following exhibits are filed as part of this report. Exhibits previously filed are incorporated by reference, as noted.
EXHIBIT NO.	 EXHIBIT
3.1 Articles of Incorporation of the registrant. Filed as an exhibit to the registrant's registration statement on Form 10-SB (Commission File No.000-27667) and incorporated by reference herein.
3.2 Bylaws of registrant. Filed as an exhibit to the registrant's registration statement on Form 10-SB and incorporated by reference herein.
3.3 Articles of Amendment to the Articles of Incorporation. Filed as an exhibit to the registrant's registration statement on Form 10-SB and incorporated by reference herein.
4.1 Specimen stock certificate of the registrant. Filed as an exhibit to the registrant's registration statement on Form 10-SB and incorporated by reference herein.
10.1 Master agreement between the registrant and USMX, Inc. relating to development and exploration of certain mineral properties. Filed as an exhibit to the registrant's registration statement on Form 10-SB and incorporated by reference herein.
10.2 Royal Silver letter regarding Joint Venture Agreement between Royal Silver, Minera Metalin S.A. de C.V. and its registrant. Filed as an exhibit to the registrant's registration statement on Form 10-SB and incorporated by reference herein.
10.3 Consulting Agreement dated December 1, 1997 between the registrant and James Czirr. Filed as Exhibit 99.1 on the registrant's Form 10-SB and incorporated by reference herein.
10.4 Consulting addendum dated August 24, 1998 between the registrant and James Czirr. Filed as Exhibit 99.2 on the registrant's Form 10-SB and incorporated by reference herein.
REPORTS ON FORM 8-K. NONE.
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METALLINE MINING COMPANY
	PAGE
Report of Independent Certified 	Public Accountants 	F/S-1
Financial Statements:
	Balance Sheets as of October 31, 2000 	and October 31, 1999	 F/S-2
	Statements of Loss for the Years Ended 	October 31, 2000, 1999, 1998, and for 	the period from inception (November 8, 1993) 	to October 31, 2000	 F/S-3
	Statements of Changes in Stockholder's Equity 	for the period from inception (November 8, 1993) 	to October 31, 2000	 F/S-4
	Statements of Cash Flow for the Years Ended 	October 31, 2000, 1999, 1998, and for the 	period from inception (November 8, 1993) to 	October 31, 2000 	F/S-9
	Notes to Financial Statements	 F/S-10
	Summary of Accounting Policies	 F/S-10
	Signatures	 F/S-16
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors Metalline Mining Company Coeur d'Alene, Idaho
IDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheets of Metalline Mining Company (an exploration stage company) as of October 31, 2000 and 1999, and the related statements of operations, shareholders' equity, and cash flows for the years then ended, and from November 8, 1993 (inception) through October 31, 2000. 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 generally accepted auditing standards. Those standards require that we plan and perform the audits 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 that 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 Metalline Mining Company as of October 31, 2000 and 1999, and the results of its operations and cash flows for the years then ended and forthr period from November 8, 1993 (inception) to October 31, 2000 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. 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 December 4, 2000 F/S-1
METALLINE MINING COMPANY (An Exploration Stage Company) BALANCE SHEETS
F/S-2
METALLINE MINING COMPANY (An Exploration Stage Company) STATEMENTS OF OPERATIONS
F/S-3
	METALLINE MINING COMPANY 	 (An Exploration Stage Company) 	 STATEMENTS OF STOCKHOLDERS' EQUITY
F/S-4
	METALLINE MINING COMPANY 	(An Exploration Stage Company) 	 STATEMENTS OF STOCKHOLDERS' EQUITY 	 (continued)
F/S-5
METALLINE MINING COMPANY (An Exploration Stage Company) STATEMENTS OF STOCKHOLDERS' EQUITY (continued)
F/S-6
METALLINE MINING COMPANY (An Exploration Stage Company) STATEMENTS OF CASH FLOWS
F/S-7
METALLINE MINING COMPANY (An Exploration Stage Company) Notes to the Financial Statements October 31, 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 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.
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 - 8 METALLINE MINING COMPANY (An Exploration Stage Company) Notes to the Financial Statements October 31, 2000
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
RECLASSIFICATIONS Certain amounts from prior periods have been reclassified to conform to the current period presentation. This reclassification has resulted in no changes to the Company's accumulated deficit or net losses presented.
EXPLORATION STAGE ACTIVITIES The Company has been in the exploration stage since November 8, 1993 and has no revenues from operations. The Company is primarily engaged in the acquisition and exploration of mineral properties. Should the Company locate a commercial minable reserve, the Company would expect to actively prepare the site for extraction.
SEGMENT REPORTING The Company adopted SFAS No.131, Disclosures about Segments of an Enterprise and Related Information," in the fiscal year ended October 31, 1999. SFAS No. 131 requires disclosures about products and services, geographic areas and major customers. The adoption of SFAS No. 131 did not affect the Company's results of operations or financial position. The Company's mineral properties were not engaged in any production activity. The Company had no segments engaged in business activities at October 31, 2000 and, therefore, no segment reporting is required.
FOREIGN OPERATIONS The accompanying balance sheet includes $4,348,785 of the Company's mineral properties and $632,975 of the Company's cash and receivables in Mexico. Although this country is considered economically stable, it is always possible that unanticipated events in foreign countries could disrupt the Company's operations.
The Mexican government does not require foreign entities to maintain cash reserves in Mexico.
FOREIGN CURRENCY TRANSLATION Assets and liabilities of the Company's foreign operations are translated into U.S. dollars at the year-end exchange rates, and revenues and expenses are translated at the average exchange rates during the period. Exchange differences arising on translation are disclosed as a separate component of shareholders' equity. Realized gains and losses from foreign currency transactions are reflected in the results of operations.
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.
CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
CONCENTRATION OF RISK The Company maintains its domestic cash 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 October 31, 2000, the Company exceeded the insured amount by $233,687. The Company also maintains cash at a bank in Mexico. This account, which had a balance of $85,738 at October 31, 2000, is denominated in pesos and is considered uninsured. The Company also has recorded a refund receivable at October 31, 2000 from the overpayment of Mexican property taxes. This receivable, originating from the payment of assessed taxes on the Company's Mexican property concessions, is considered fully collectible.
DERIVATIVE INSTRUMENTS In June 1998, the Financial Accounting Standard 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 October 31, 2000, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities. F/S-9
METALLINE MINING COMPANY (An Exploration Stage Company) Notes to the Financial Statements October 31, 2000
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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.
IMPAIRED ASSET POLICY In March 1995, the Financial Accounting Standards Board issued SFAS No. 121 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 October 31, 2000.
MINERAL PROPERTIES Costs of acquiring mineral properties are capitalized by project area upon purchase or staking of the associated claims. 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 diminution in value is charged to operations at the time of impairment. Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties abandoned or sold based on the proportion of claims abandoned or sold to the claims remaining within the project area.
REVENUE RECOGNITION POLICY Revenues from sales of product will be recognized when the product is shipped.
EXPLORATION COSTS In accordance with generally accepted accounting principles, the Company expenses exploration costs as incurred. Exploration costs expensed during the year ended October 31, 2000 were $78,459. The exploration costs expensed during the Company's exploration stage are $129,242.
STOCK-BASED COMPENSATION In October 1995, the Financial Accounting Standards Board issued SFAS No. 123 titled "Accounting for Stock-Based Compensation." 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. F/S-10 METALLINE MINING COMPANY (An Exploration Stage Company) Notes to the Financial Statements October 31, 2000
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) PROVISION FOR TAXES At October 31, 2000 the Company had accumulated net operating losses of approximately $4,300,000. No provisions 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.
GOING CONCERN As shown in the accompanying financial statements, the Company has no revenues, has incurred a net loss of $882,208 for the year ended October 31, 2000 and has an accumulated deficit. These factors indicate that the Company may be unable to continue in existence. The financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue existence.
The Company's management believes that significant and imminent private placements will generate sufficient cash for the Company to continue to operate based on current expense projections.
BASIC AND DILUTED LOSS PER SHARE Basic and diluted loss per share is computed by dividing the net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the length of time that they were outstanding.
Outstanding options and warrants representing 996,500 and 1,891,500 shares for the periods ended October 31,2 000 and October 31, 1999, respectively, have been excluded from the calculation of loss per share as they would be antidilutive.
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.
During the period of August 23, 1996 to September 2, 1997, the Company executed five separate agreements for the acquisition of exploration concessions in the same mining region as the Sierra Mojada Project in Mexico. Each agreement enables the Company to explore the underlying property by paying stipulated annual payments, which shall be applied in full toward the contracted purchase price of the related concession.
Under the terms of the agreements, the Company is obligated to pay the following amounts over the following two years:
			Year ending, October 31, 2000	 $3,355,384 			Year ending, October 31, 2001	 $ 103,076
During August 2000, the Company made the final payment for the first year and acquired title to the Unification Mineros Nortenos Concession in the Sierra Mojada Project. With this transaction, the Company has acquired title to all of its concessions at Sierra Mojada. F/S - 11
METALLINE MINING COMPANY An Exploration Stage Company Notes to the Financial Statements October 31, 2000
NOTE 4 - RELATED PARTY TRANSACTIONS In connection with a lawsuit against the company and others, Company shareholders individually paid all of the litigation settlement from their personal assets without any cost or obligation to the Company. See Note 8.
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 5 - 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 $516,560. 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.
F/S -12 METALLINE MINING COMPANY An Exploration Stage Company Notes to the Financial Statements October 31, 2000 NOTE 5 - COMMON STOCK (continued) 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.
NON-CASH STOCK TRANSACTIONS During November 1995, Metalline Mining Company's directors approved an issue of 45,000 shares of common stock to Mr. John Ryan 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.
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 of common stock 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 share 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. In May 2000, 84,000 shares of common stock were issued for consulting services. The shares were valued at $0.75 per share, resulting in a transaction valued at $63,000. In June 2000, 15,000 shares of common stock were issued for equipment. The shares were valued at $1.66 per share, resulting in a transaction valued at $25,000.
F/S - 13 METALLINE MINING COMPANY An Exploration Stage Company Notes to the Financial Statements October 31, 2000
NOTE 6 - STOCK OPTIONS
Following is a summary of the stock options during the years ending October 31, 2000 and 1999.
NOTE 7 - WARRANTS
At October 31, 2000 and 1999, there were outstanding warrants to purchase 996,500 shares of the Company's common stock, at prices ranging from $0.75 to $2.00 per share. The warrants become exercisable in 1999, but have not been exercised, expire at various dates through 2005. The Company has reserved 996,500 shares for the expected exercise of these warrants.
The fair value of each warrant is estimated on the issue date using the Black- Scholes Option Price Calculation. The following assumptions were made in estimating fair value: risk free interest is 5%, volatility is 0.3 and expected life is 7 years. Consulting expenses recognized for these warrants were $55,000 and $488,980 for the fiscal years ended 2000 and 1998, respectively.
F/S - 14 METALLINE MINING COMPANY An Exploration Stage Company Notes to the Financial Statements October 31, 2000
NOTE 8 - COMMITMENTS AND CONTINGENCIES
At October 31, 1999, the Company was required to make land payments amounting to $3,458,460 over the next two years. Payments were made in August 2000 for completion of the first year commitment leaving a remaining commitment in the amount of $103,076 at October 31, 2000. See Note 3.
During the year ended October 31, 1999, the Company settled a multi-plaintiff lawsuit filed by some of Royal Silver Mines, Inc. shareholders for alleged violations of securities laws. In settlement, certain shareholders of Metalline Mining Company transferred their individually owned shares of Metalline common stock to the Company's stock transfer agent for subsequent distribution to the plaintiffs. No Company-owned assets were distributed in the settlement action.
COMPLIANCE WITH ENVIRONMENTAL REGULATIONS The Company's mining activities are subject to laws and regulations controlling not only the exploration and mining of mineral properties, but also the effect of such activities on the environment. Compliance with such laws and regulations may necessitate additional capital outlays, affect the economics of a project, and cause changes or delays in the Company's activities.
NOTE 9 - JOINT VENTURE AGREEMENT
On October 7, 1999 the Company announced that it entered into a five-year "earn-in" type of a joint venture agreement with North Limited. The agreement gives North Limited the right to earn into 60% of the Company's Sierra Mojada Project by providing all funds necessary to complete a feasibility study delivered in no more than five years 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. At October 31, 2000, North Limited had no vested interest in the Sierra Mojada Project.
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F/S - 15
METALLINE MINING COMPANY An Exploration Stage Company Notes to the Financial Statements October 31, 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: January 29, 2001
	By: /s/ Wayne Schoonmaker 	 Wayne Schoonmaker, its 	Principal Accounting Officer 	Date: January 29, 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: January 29, 2000		 Date: January 29, 2000
By: /s/ Daniel Gorski	 By: /s/Wayne Schoonmaker Daniel Gorski	 	Wayne Schoonmaker Vice President/Director		 Secretary/Treasurer,Director Date: January 29, 2000		 Date: January 29, 2000
By: /s/ Mario Ayub Touche Mario Ayub Touche Director Date: January 29, 2000 F/S - 16