SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______

Commission file number: 000-27667

Metalline Mining Company
(Exact name of registrant as specified in its charter)

Nevada 91-1766677
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)

1330 E. Margaret Ave.
Coeur d'Alene, ID 83815
(Address of principal executive offices)

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period as the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]

METALLINE MINING COMPANY QUARTERLY REPORT
ON FORM 10-Q FOR THE QUARTERLY PERIOD
ENDED APRIL 30, 2002
TABLE OF CONTENTS Page

PART I - FINANCIAL INFORMATION

Item 1: Consolidated Financial Statements . . . . . . . . . 1

Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operation . . . .1

PART II - OTHER INFORMATION

Item 1: Legal Proceedings . . . . . . . . . . . . . . . . . 5

Item 2: Changes in Securities . . . . . . . . . . . . . . . 5

Item 3: Defaults upon Senior Securities . . . . . . . . . . 5

Item 4: Submission of Matters to a Vote of Security Holders 5

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

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

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

Signatures . . . . . . . . . . . . . . . . . . . . . . . .F/S-9

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

(i)

PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

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

The reviewed consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for the interim
financial information with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of the Company's management, all
adjustments (consisting of only normal accruals) considered necessary for a
fair presentation have been included. Operating results for the six-month
period ended April 30, 2002 are not necessarily indicative of the results that
may be expected for the full year ending October 31, 2002.

For further information refer to the financial statements and footnotes
thereto in the Company's Annual Report on Form 10-K for the year ended October
31, 2001 incorporated by reference herein.

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

RESULTS OF OPERATIONS FOR THE PERIOD ENDED APRIL 30, 2002.

Six months ended April 30, 2002 compared to the six months ended April 30,
2001:

During the six months ended April 30, 2002, the Company realized other
income of $52,910 from the sale of zinc carbonate ore from the Company's San
Salvadore mine, in accordance with a contract announced in May 2001 with
Fireborn, Inc. of Atlanta, Georgia. Costs associated with the Sale of the ore
totaled $160,806 for the six-month period ended April 30, 2002. There were no
ore sales or associated costs in the six-month period ended April 30, 2001.
General and administrative expenses decreased to $303,903 for the six-month
period ended April 30, 2002 as compared to $1,496,718 for the six-month period
ended April 30, 2001. The decrease is primarily due to a reduction in expenses
of maintaining the property and a reduction in professional and consulting
services. For the six months ended April 30, 2002, the Company experienced a
loss of $408,884, or $0.04 per share, compared to a loss of $1,475,255, or
$0.15 per share, during the comparable period in the previous year.

LIQUIDITY AND CAPITAL RESOURCES.

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

From inception until May 1996, the Company was essentially dormant having as
its only asset unpatented mining claims located in the State of Montana
("Kadex Property"). Since May 1996, the focus of the Company has been the
Sierra Mojada Project in Mexico, and the Company has dropped the Kadex
Property claims.
Page 1
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 mining of zinc carbonate from the white zinc manto
for delivery to Metalline's fertilizer clients, and drilling and sampling of
the red zinc manto to define an ore reserve. The red zinc manto work is being
conducted and funded by Penoles.

Due to the Company's lack of revenues, the Company's independent certified
public accountants included a paragraph in the Company's 2001 financial
statements relative to a going concern uncertainty. The Company financed its
obligations during the 2000-2001 fiscal year by its sale of 270,000 shares at
prices ranging between $0.75 and $2.00 per share. During the current period,
the Company has realized $100,000 from the sale of 50,000 shares.

The Company is engaged in the business of mining. The Company currently owns
one mining property located in Mexico known as the Sierra Mojada Property. The
Company conducts its operations in Mexico through its wholly owned subsidiary
corporation, Minera Metalin S.A. de C.V. ("Minera Metalin").

The Sierra Mojada Property is comprised of eight concessions totaling 7,060
hectares (17,446 acres). The concessions were acquired by purchase agreements
from the titled owners. The Company owns title to 100% of the concessions.

The Sierra Mojada Mining District is located in the west central part of the
state of Coahuila, Mexico, near the Coahuila-Chihuahua state border some 200
kilometers south of the Big Bend of the Rio Grande River. The principal mining
area extends for some 5 kilometers in an east-west direction along the base of
the precipitous, 1,000 meter high, Sierra Mojada Range.

Vehicle access from Torreon is by 250 kilometers on paved road to Sierra
Mojada. There is a well maintained, 1200 meter, gravel airstrip. The District
has high voltage electric power and is served by a rail line, which was
constructed from Escalon to the district in 1891 and later connected to
Monclova.

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

In September of 1891 the Mexican Northern Railroad completed its spur line
from Escalon to the district. Rail access stimulated development and the
period from 1891 to the late 1920's was the peak of productivity of the
district. The main lead manto was nearly mined out by 1905, the same year that
the discovery of the first silver-copper ore body was made. Additional
discoveries of silver, silver-copper, and silver-copper-zinc-lead ores
provided production through the 1930's. Between 1922 and 1931additional lead
manto silver-lead ore was discovered and mined to the southwest for some 1,400
meters under the Sierra Mojada range. This manto was eventually mined for more
than 2 kilometers.

By the mid 1920's many of the mines were under control of Penoles
Corporations ("Penoles") and ASARCO Incorporated ("ASARCO"). ASARCO ceased
mining in the district in the late 1930's. Both companies still owned
properties during the 1940's and Penoles mined until the late 1950's when the
Mineros Nortenos Cooperative acquired the Penoles properties. The Mineros
Nortenos Cooperative
Page 2
("Mineros Nortenos") has operated the San Salvador, Encantada and Fronteriza
mines since 1957 and direct shipped high-grade oxide zinc and lead-silver ore
to smelters in Mexico.

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

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

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

The sediments are predominantly carbonate with some sandstone and shale and
the attitudes are near horizontal. The mines are dry and the rocks are
competent, there is very little unstable ground and the ore thickness is
amenable to high volume mechanized mining methods. Sierra Mojada has ideal
mining conditions and high-grade mineralization. The oxide zinc ore of the red
and white zinc mantos is amenable to treatment by solvent extraction
electrowinning (SXEW) at a reduced cost of about 30% to the smelting process
($0.25 per pound for SXEW process and $0.35 per pound by smelter process).
Sierra Mojada has the potential to become one of the world's largest zinc
mines and the lowest cost producer.

Based upon the foregoing, the Company is of the opinion that the magnitude
of the Sierra Mojada mineral system and its exploration potential is capable
of providing new reserves for many more years of mining. However, there is no
assurance as to the quantity or quality of the undeveloped reserves.

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

In October, 1999 Minera Metalin signed a Joint Venture Letter Agreement with
Minera North S. de R.L. de C.V. a wholly owned subsidiary of North Limited of
Melbourne Australia, a major international mining company. The agreement
allowed North to acquire a 60% participating interest in Sierra Mojada by
exploring and completing a feasibility study over a "Earn In Period" of not
more than 5 years.

In August, 2000 Rio Tinto Ltd. purchased North Limited for its iron ore
holding and has subsequently terminated the agreement with Minera Metalin.

On the 15th of November, 2001 Metalline Mining Company and its Mexican
Subsidiary Minera Metalin, S.A. de C.V. signed an Agreement with Minas
Penoles, S.A. de C.V. and Compania Minera La
Page 3
Parrena, S.A. de C.V. The Agreement allows Minas Penoles to earn a 60%
interest in the Sierra Majada project by exploring and completing a
feasibility study over an "Earn in Period" of not more than 5 years. The study
is to be of sufficient detail and quality to be used to secure debt financing
for the development and operation of the project. Minas Penoles is committed
to complete US $1,000,000 (one million US Dollars) of Qualified Expenditures
on the Property as may be recommended by the Technical Committee during the
first year as of the date of signing the Agreement. Minas Penoles is to be the
Operator; operations are under the control of the Technical Committee that
will be composed of 2 representatives from Metalin and 3 from Minas Penoles.

During the six months ended April 30, 2002, Metalline received reimbursement
of $50,944 from Penoles for expenses incurred by Metalline, which were applied
toward qualified expenditures.

In addition, Minas Penoles will purchase Metalline Mining Company shares at
a fixed price of US $2.00 per share in the following schedule and manner:

(i).- 50,000 shares upon signing the Agreement, purchased by Minas Penoles,
S.A. de C.V. by means of a capital contribution to Metalline. Subsequently,
and always following this same mechanism (i.e.- capital contribution to
Mealline), if Penoles should elect to continue exploration after twelve months
time as of the Effective Date, then (ii).- Minas Penoles, S.A. de C.V. shall
purchase 100,000 additional Metalline shares at US $2.00 per share; (iii).- if
Penoles should continue exploration after twenty-four months, Minas Penoles,
S.A. de C.V. shall purchase an additional 100,000 Metalline shares at US $2.00
per share.

It is the parties' intent and understanding that, in order to carry out to
completion the Project once the Earn-In has been achieved or at whatever other
time the Parties shall agree to in writing, the parties shall form a joint
venture vehicle (the "Joint Venture Company") subject to the terms of the
Agreement. The terms and conditions of the Joint Venture will be established
in separate document(s) as the parties may deem necessary, in which Joint
Venture, Minas Penoles, S.A. de C.V. shall have a 60% participation, and
Metalin a 40% participation, subject to the terms of the Agreement.

In December 2001 Metalline Mining Company signed an agreement with the
B.O.W. Corporation of El Paso, Texas for an exclusive lease on 41 patented and
81 unpatented mining claims in the Silver Hills District at Orogrande, New
Mexico. The property contains high-grade garnet deposits that will be
developed for the industrial abrasive market. The agreement allows Metalline
to mine, process and market any metallic, non-metallic, or other mineral mined
and sold from the property by establishing the quality and marketability of
the garnet and by furnishing B.O.W. a business plan and feasibility study
within six months. The agreement also provides that within 12 months of
completing the feasibility study, if warranted, Metalline will construct and
place into production a mining and marketing operation with a minimum capacity
of 25,000 tons per year of industrial garnet. As consideration for the
exclusive lease, B.O.W. will receive up to 50% of net profits from the
operation.

EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS.

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 January 31, 2002, the Company has not engaged in any transactions that
would be considered derivative instruments or hedging activities.
Page 4
In September 2000, the FASB issued SFAS No.140 "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities". This
statement provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishment of liabilities and also
provides consistent standards for distinguishing transfers of financial assets
that are sales from transfers that are secured borrowings. SFAS No.140 is
effective for recognition and reclassification of collateral and for
disclosures relating to securitization transactions and collateral for fiscal
years ending after December 15, 2000, and is effective for transfers and
servicing of financial assets and extinguishments of liabilities occurring
after March 31, 2001. The Company believes that the adoption of this standard
will not have a material effect on the Company's results of operations or
financial position.

In June 2001, the FASB issued SFAS No.141, "Business Combinations" and SFAS
No.142, "Goodwill and Other Intangible Assets". SFAS No.141 provides for the
elimination of the pooling-of-interests method of accounting for business
combinations with an acquisition date of July 1,2001 or later. SFAS No.142
prohibits the amortization of goodwill and other intangible assets with
indefinite lives and requires periodic reassessment of the underlying value of
such assets for impairment. SFAS No.142 is effective for fiscal years
beginning after December 15, 2001. An early adoption provision exists for
companies with fiscal years beginning after March 15, 2001. On October 31,
2001, the Company adopted SFAS No.142. Application of the non-amortization
provision of SFAS No.142 is expected to result in no change in net income in
fiscal 2002. The Company is currently evaluating the impact of the
transitional provisions of the statement.

CASH FLOWS FOR THE SIX MONTHS ENDED APRIL 30, 2002 WERE AS FOLLOWS:

During the six-month period ended April 30, 2002, the Company's cash
position increased by $53,645, to $84,677. In addition, short-term investments
readily convertible to cash decreased by $377,288 to $107,159. During the six-
month period, the Company used $395,426 in operating activities, not including
the liquidation and transfer to cash of $377,288 in short-term investments. In
addition, the Company realized $100,000 from the sale of Company stock. The
only use of cash other than for operating activities was the purchase of
property for $28,217.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS. None.

ITEM 2. CHANGES IN SECURITIES.

Neither the constituent instruments defining the rights of the registrant's
securities holders nor the rights evidenced by the registrant's outstanding
common stock have been modified, limited, or qualified. The Company sold
50,000 shares of its common stock at a price of $2.00 per share in the six-
month period ended April 30, 2002.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

The registrant has no outstanding senior securities.

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

In February 2001 a notice of annual meeting and proxy statement were mailed
to shareholders of record January 5, 2001 regarding matters to be considered
at the annual shareholders meeting held March 1, 2001. Matters considered were
(1) election of directors, (2) consideration and approval of the Company's
Page 5
2001 Stock Option Plan, (3) consideration and approval of a proposed amendment
to the Company's Articles of Incorporation to authorize a class of Preferred
Shares, (4) election of outside auditors. There have been no matters submitted
to a vote of security holders since March 1, 2001.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS. The following exhibit is filed as part of this report:
None.

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

[The balance of this page has been intentionally left blank.]
Page 6

METALLINE MINING COMPANY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements: PAGE

Consolidated Balance Sheets as of April 30, 2002
and October 31, 2001 . . . . . . . . . . . . . . . . . . . . . F/S-1

Consolidated Statements of Operations for the three and
six-month period ended April 30, 2002 and April 30, 2001,
and for the period from inception (November 8, 1993)
to April 30, 2002 . . . . . . . . . . . . . . . . . . . . . . F/S-2

Consolidated Statements of Changes in Stockholder's Equity
for the period from inception (November 8, 1993)
to April 30, 2002 . . . . . . . . . . . . . . . . . . . . . . F/S-3

Consolidated Statements of Cash Flow for the six-month
periods ended April 30, 2002 and April 30, 2001, and for
the period from inception (November 8, 1993) to
April 30, 2002 . . . . . . . . . . . . . . . . . . . . . . . . F/S-8

Notes to Consolidated Financial Statements . . . . . . . . . . .F/S-9

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . F/S-10

[The balance of this page has been intentionally left blank.]
Page 6

METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
<Table>
<Caption>
April 30, October 31,
2002 2001
(Unaudited)
----------- ----------

ASSETS

CURRENT ASSETS
Cash $ 84,677 $ 31,032
Investments 107,159 484,447
Foreign Tax Refund Receivable 59,288 59,288
Prepaid expenses 3,607 3,849
Employee advances 11,146 11,146
------- -------
Total Current Assets 265,877 589,762
------- -------
MINERAL PROPERTIES 4,334,767 4,334,767
--------- ---------
PROPERTY AND EQUIPMENT
Office and mining equipment 202,346 174,129
Less: Accumulated depreciation (129,132) (116,655)
------- -------
Total Property and Equipment 73,214 57,474
------ -------
TOTAL ASSETS $ 4,673,858 $ 4,982,003
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable $5,245 $ 5,275
Accrued liabilities 14,867 14,098
------ ------
Total Current Liabilities 20,112 19,373
------ ------
COMMITMENTS AND CONTINGENCIES - -
------ ------
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value;
50,000,000 shares authorized,
10,117,595 and 10,067,595 shares
issued and outstanding
respectively. 101,177 100,677
Additional paid-in capital 9,948,966 9,849,466
Stock options and warrants 1,422,327 1,422,327
Deficit accumulated during
exploration stage (6,818,724) (6,409,840)
--------- ---------
Total Stockholders' Equity 4,653,746 4,962,630
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $4,673,858 $4,982,003
========== =========
See accompanying notes to these financial statements.
</Table>
F/S-1

METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
<Table>
<Caption>
Period from
Three Months Ended Six Months Ended November 8, 1993
------------------ ---------------- (Inception)
April 30, April 30, April 30, April 30 through
2002 2001 2002 2001 April 30, 2002
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ---------- ---------- ----------- -----------

REVENUES $ - $ - $ - $ - $ -
------ ------- ------- ------- -------
GENERAL AND ADMINISTRATIVE
EXPENSES
Salaries 54,000 54,000 108,000 108,000 998,874
Office and Administrative 14,638 36,599 42,344 68,650 333,616
Taxes and fees 154 15,196 23,283 36,408 131,961
Professional services 2,702 973,580 86,800 1,018,433 3,237,861
Property expenses 7,485 94,174 7,485 210,622 1,441,961
Marketing and research 22,105 30,567 23,515 40,356 191,089
Financing Costs - - - - 276,000
Depreciation 6,238 7,125 12,476 14,249 129,162
------ ------- ------- -------- ---------
Total Expenses 107,322 1,211,241 303,903 1,496,718 6,740,524
------- --------- ------- --------- ---------
OPERATING LOSS (107,322) (1,211,241) (303,903) (1,496,718) (6,740,524)
------- --------- ------- --------- ---------
OTHER INCOME (EXPENSES)
Misc. ore sales, net of expenses (20,548) - (107,896) - (93,778)
Interest income 755 2,089 2,851 4,253 25,093
Interest expense - - - - (9,599)
Miscellaneous income - 17,210 64 17,210 84
------- ------- ------- ------- --------
Total other income (expense) (19,793) 19,299 (104,981) 21,463 (78,200)
------ ------- ------- ------- --------
LOSS BEFORE INCOME TAXES $(127,115) $(1,191,942) $(408,884) $(1,475,255) $(6,818,724)
======== ========= ======= ========= =========
See accompanying notes to these financial statements.
</Table>
F/S-2
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
<Table>
<Caption>
Period from
Three Months Ended Six Months Ended November 8, 1993
------------------ ---------------- (Inception)
April 30, April 30, April 30, April 30 through
2002 2001 2002 2001 April 30, 2002
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ---------- ---------- ----------- -----------

LOSS BEFORE INCOME TAXES
(carried forward) $(127,115) $(1,191,942) $(408,884) $(1,475,255) $(6,818,724)
INCOME TAXES - - - - -
------- --------- ------- --------- ---------
NET LOSS $(127,115) $(1,191,942) $(408,884) $(1,475,255) $(6,818,724)
======= ========= ======= ========= =========
NET LOSS PER COMMON SHARE
BASIC AND DILUTED $(0.01) $(0.12) $(0.04) $(0.15) $(1.38)
====== ====== ====== ====== ======
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING
BASIC AND DILUTED 10,117,595 9,774,928 10,090,322 9,757,762 4,946,346
========== ========= ========== ========= =========
- ---------------------
See accompanying notes to these financial statements.
</Table>
F/S-3

METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<Table>
<Caption>
Accumulated
Common Stock Stock Stock Deficit
----------------- Additional Sub- Options During Ex-
Number of Paid-in scriptions and ploration
Shares Amount Capital Receivable Warrants Stage Total
--------- -------- ---------- ---------- -------- --------- -------

Common stock issuance
prior to inception (no value) 960,800 $ 9,608 $(9,608) $ - $ - $ - $ -
1:5 reverse common stock split (768,640) (7,686) 7,686 - - - -
Loss for the year ended
October 31, 1994 - - - - - (8,831) (8,831)
------- ----- ----- ----- ---- ----- -----
Balances, October 31, 1994 192,160 1,922 (1,922) - - (8,831) (8,831)
3:1, common stock split 384,320 3,843 (3,843) - - - -
Loss for the year
ended October 31, 1995 - - - - - (7,861) (7,761)
------- ----- ----- ----- ---- ----- -----
Balances, October 31, 1995 576,480 5,765 (5,765) - - (16,592) (16,592)

Issuance of common stock as follows:
- - for cash at an average of
$0.11 per share 1,320,859 13,209 133,150 - - - 146,359
- - for services at an average
of $0.08 per share 185,000 1,850 12,600 - - - 162,458
- - for computer equipment
at $0.01 per share 150,000 1,500 13,500 - - - 15,000
- - for mineral property
at $0.01 per share 900,000 9,000 - - - - 9,000
Loss for the year
ended October 31, 1996 - - - - - (40,670) (40,670)
------ ------ ------ ----- ----- ------ ------
Balances, October 31, 1996 3,132,339 $31,324 $153,485 $ - $ - $(57,262) $127,547
--------- ------ ------- ---- ---- ------ -------
- --------------
Schedule continued on next page.
See accompanying notes to these financial statements.
</Table>
F/S-4
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(CONTINUED)
<Table>
<Caption>
Accumulated
Common Stock Stock Stock Deficit
----------------- Additional Sub- Options During Ex-
Number of Paid-in scriptions and ploration
Shares Amount Capital Receivable Warrants Stage Total
--------- -------- ---------- ---------- -------- --------- -------

Balances, October 31, 1996 3,132,339 $31,324 $153,485 $ - $ - $(57,262) $127,547
Issuance of common stock as follows:
- - for cash at an average
of $0.61 per share 926,600 9,266 594,794 - - - 604,060
- - for services at an average
of $0.74 per share 291,300 2,913 159,545 - - - 162,458
- - for payment of a loan
at $0.32 per share 100,200 1,002 30,528 - - - 31,530
Options issued as follows:
- - 300,000 options for cash - - 3,000 - - - 3,000
Loss for year ended October 31, 1997 - - - - - (582,919) (582,919)
------- ----- ------ ---- ---- ------- -------
Balances, October 31, 1997 4,450,439 44,505 941,352 - - (640,181) 345,676
Issuance of common stock as follows:
- - for cash at an average
of $1.00 per share 843,500 8,435 832,010 - - - 840,445
- - for cash and receivables
at $1.00 per share 555,000 5,550 519,450 (300,000) - - 225,000
- - for services at an average
of $0.53 per share 41,800 418 21,882 - - - 22,300
- - for mine data base
at $1.63 per share 200,000 2,000 323,000 - - - 325,000
Options issued or granted as follows:
- - 1,200,000 options for cash - - 120,000 - - - 120,000
- - for financing fees - - - - 60,000 - 60,000
- - for consulting fees - - - - 117,000 - 117,000
Warrants issued for services - - - - 488,980 (488,980) -
Loss for the year
ended October 31, 1998 - - - - - (906,036) (906,036)
------- ------ ------ ------ ------ ------- -------
Balances, October 31, 1998 6,090,739 $60,908 $2,757,694 $(300,000) $655,980 $(2,035,197) $1,149,385
--------- ------ --------- ------- ------- --------- ---------
Schedule continued on next page.
See accompanying notes to these financial statements.
</Table>
F/S-5
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(CONTINUED)
<Table>
<Caption>
Accumulated
Common Stock Stock Stock Deficit
----------------- Additional Sub- Options During Ex-
Number of Paid-in scriptions and ploration
Shares Amount Capital Receivable Warrants Stage Total
--------- -------- ---------- ---------- -------- --------- -------

Balances, October 31, 1998 6,090,739 60,908 2,757,694 (300,000) 665,980 (2,035,197) 1,149,385
Issuance of common stock as follows:
- - for cash at an average
of $1.04 per share 818,800 8,188 842,712 - - - 850,900
- - for drilling fees
at $0.90 per share 55,556 556 49,444 - - - 50,000
Stock options and warrants
activity as follows:
- - exercise of options
at $0.90 per share 250,000 2,500 267,500 - (45,000) - 225,000
- - issuance of options
for financing fees - - - - 216,000 - 216,000
- - expiration of options - - 60,000 - (60,000) - -
Stock subscription received - - - 300,000 - - 300,000
Loss for the year
ended October 31, 1999 - - - - - (1,423,045) (1423045)
------- ----- ------- ------- ------ --------- -------
Balance at October 31, 1999 7,215,095 $72,152 $3,977,350 $ - $776,980 $(3,458,242) $1,368,240
Exercise of options
at $0.86 per share 950,000 9,500 1,090,750 - (288,000) - 812,250
Issuance of common stock as follows:
- - for cash at an average
of $2.77 per share 1,440,500 14,405 3,972,220 - - - 3,986,625
- - for services at $1.28 per share 120,000 1,200 152,160 - - - 153,360
Issuance of common stock for
equipment at $1.67 per share 15,000 150 24,850 - - - 25,000
Warrants issued for services - - - - 55,000 - 55,000
Loss for the year
ended October 31, 2000 - - - - - (882,208) (882.208)
-------- ------ -------- ----- ------- ------- -------
Balances, October 31, 2000 9,740,595 $97,407 $9,217,330 $ - $543,980 $(4,340,450) $5,518,267
--------- ------ --------- ----- ------- --------- ---------
- -------------------------------
Schedule continued on next page.
See accompanying note to these financial statements.
</Table>
F/S-6
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(CONTINUED)
<Table>
<Caption>
Accumulated
Common Stock Stock Stock Deficit
----------------- Additional Sub- Options During Ex-
Number of Paid-in scriptions and ploration
Shares Amount Capital Receivable Warrants Stage Total
--------- -------- ---------- ---------- -------- --------- -------

Balances, October 31, 2000 9,740,595 $97,407 $9,217,330 $ - $543,980 $(4,340,450) $5,518,267
Warrants exercised at
$0.75 per common share 20,000 200 25,560 - (10,760) - 15,000
Issuance of stock for cash
at $2.00 per common share 250,000 2,500 494,076 - 3,424 - 500,000
Issuance of stock for cash
of $210 and services valued
at $2.05 per common share 21,000 210 43,260 - - - 43,470
Issuance of stock for cash
of $180 and services valued
at $2.05 per common share 18,000 180 36,720 - - - 36,900
Issuance of stock for services
valued at $2.45 per common share 6,000 60 14,640 - - - 14,700
Stock issued for services valued
at $1.50 per common share 12,000 120 17,880 - - - 18,000
Options issued for consulting fees - - - - 740,892 - 740,892
Warrants issued for consulting fees - - - - 144,791 - 144,791
Loss for the year
ended October 31, 2001 - - - - - (2,069,390) (2,069,390)
------- ----- ------ ----- ------- --------- ---------
Balances, October 31, 2001 10,067,595 100,677 9,849,466 - 1,422,327 (6,409,840) 4,962,630
Issuance of stock for cash
at $2.00 per common share 50,000 500 99,500 - - - 100,000
Loss for 6 months
ended April 30, 2002 - - - - - (408,884) (408,884)
---------- -------- --------- ------ -------- ------- -------
Balances,
April 30, 2002 (unaudited) 10,117,595 $101,177 $9,948,966 $ - $1,422,327 $(6,818,724)$(4,653,746)
========== ======== ========== ====== ========== ========== ==========
See accompanying notes to these financial statements.
</Table>
F/S-7

METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<Table>
<Caption>
Period from
Six Months Ended November 8, 1993
------------------ (Inception)
April 30, April 30, through
2002 2001 April 30, 2002
(Unaudited) (Unaudited) (Unaudited)
----------- ------------ -------------

Cash flows from operating activities:
Net loss $(408,884) $(1,475,255) $(6,818,724)
Adjustments to reconcile net loss to
cash used by operating activities:
Depreciation 12,477 14,249 129,133
Stock and options given in exchange for services - 871,360 2,015,878
Stock and options for operating expenses - - 729,391

Changes in operating assets and liabilities:
(Increase) decrease in investments 377,288 - (107,159)
(Increase) decrease in refunds receivable - 487,949 ( 59,287)
(Increase) decrease in prepaid expenses 242 (835) (3,607)
(Increase) decrease in employee advances - (282) (11,146)
Increase (decrease) in accounts payable (30) 4,216 5,245
Increase (decrease) in accrued liabilities 769 1,344 14,867
-------- ------- -------
Net cash used by operating activities (18,138) (97,254) (4,105,409)
------- ------- -------
Cash flows from investing activities:
Purchase of property and equipment (28,217) (6,583) (162,345)
Acquisition of mineral properties - (11,500) (4,452,631)
------- ------- -------
Net cash used by investing activities (28,217) (18,083) (4,614,976)
------- ------- -------
- -------------------------------
Schedule continued on next page.
See accompanying note to these financial statements.
</Table>

<Page>

Net cash used by investing activities (28,217) (18,083) (4,614,976)
------- ------- -------
Cash flows from financing activities:
Proceeds from sales of common stock 100,000 15,210 7,752,312
Proceeds from sales of options - - 935,250
Deposits for sale of stock - - 87,500
Proceeds from shareholders' loans - - 30,000
------- ------- -------
Net cash provided by financing activities: 100,000 15,210 8,805,062
------- ------- -------
Net increase (decrease) in cash 53,645 (100,127) 84,677
Cash beginning of period 31,032 550,557 -
-------- ------- -------
Cash at end of period $84,677 $450,430 $84,677
======= ======= =======
Supplemental cash flow disclosures:
Income taxes paid in cash - - $9,599
Interest paid in cash - - -

Non-cash financing activities:
Common stock issued for services - - $586,215
Common stock issued for expenses - - $326,527
Common stock issued for equipment - - $40,000
Common stock issued for payment of debt - - $80,000
Common stock options issued for services - 540,000 $740,892
Common stock options issued for financing fees - - $276,000
Common stock warrants issued for services - - $688,771

See accompanying notes to these financial statements.
</Table>
F/S-8

METALLINE MINING COMPANY
An Exploration Stage Company
Notes to the Consolidated Financial Statements
April 30, 2002

The interim consolidated financial statements of Metalline Mining Company
included herein have been prepared without audit, pursuant to the rules and
regulations of the Securities and Exchange. Although certain information
normally included in financial statements prepared in accordance with
generally accepted accounting principles has been condensed or omitted, the
Company believes that the disclosures are adequate to make the information
presented no misleading. The accompanying interim financial statements
should be read in conjunction with the audited financial statements and
notes thereto included in the Company's annual report on Form 10-K for the
fiscal year ended October 31, 2001.

The consolidated financial statements included herein reflect all normal
recurring adjustments that, in the opinion of management, are necessary for
a fair presentation of the results for interim periods. The results for
interim periods are not necessarily indicative of trends or of results to
be expected for a full year.

NOTE 1

Preferred Stock
- ------------
At its March 1, 2001 annual shareholders meeting, the Company approved a
change to its articles of incorporation whereby the Company is authorized
to issue one million shares of $0.01 par value preferred stock. The
specific features of the preferred stock will be determined by the
Company's board of directors.

Stock Option Plan
- -----------
On March 1, 2001, the Company's shareholders approved a qualified stock
option plan. The number of shares eligible for issuance under the
qualified plan is to be determined by the Company's board of directors.

NOTE 2

On November 15, 2001, the Company entered into an agreement with Compania
Minera La Parrena S.A. de C.V. ("Penoles") whereby Penoles may earn the
right to acquire a 60% interest in certain mining concessions located in
the Sierra Majada region of Coahuila, Mexico. The earn-in right is
contingent upon the following: delivery by Penoles within four years of a
pre-feasibility study, completion by Penoles of $1,000,000 of qualified
expenditures on the aforementioned mining concessions, and Penoles'
purchase of up to 250,000 shares of Metalline's common stock at $2.00 per
share.

During the six months ended April 30, 2002, Metalline received
reimbursement of $50,944 from Penoles for expenses incurred by Metalline,
which were applied toward qualified expenditures.

NOTE 3

In December 2001 Metalline Mining Company signed an agreement with the
B.O.W. Corporation of El Paso, Texas for an exclusive lease on 41 patented
and 81 unpatented mining claims in the Silver Hills District at Orogrande,
New Mexico. The property contains high-grade garnet deposits that will be
developed for the industrial abrasive market. The agreement allows
Metalline to mine, process and market any metallic, non-metallic, or other
mineral mined and sold from the property by establishing the quality and
marketability of the garnet and by furnishing B.O.W. a business plan and
feasibility study within six months. The agreement also provides that
within 12 months of completing the feasibility study, if warranted,
Metalline will construct and place into production a mining and marketing
operation with a minimum capacity of 25,000 tons per year of industrial
garnet. As consideration for the exclusive lease, B.O.W. will receive up to
50% of net profits from the operation.
F/S-9

METALLINE MINING COMPANY
An Exploration Stage Company

April 30, 2002

SIGNATURES

In accordance with Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

METALLINE MINING COMPANY

BY: /s/ Merlin Bingham
------------------------
Merlin Bingham, its President
Date: June 11, 2002

By: /s/ Wayne L. Schoonmaker
-------------------------
Wayne Schoonmaker, its
Principal Accounting Officer
Date: June 11, 2002

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/ Daniel Gorski
------------------------ -----------------------
Merlin Bingham Daniel Gorski
Director Vice President/Director
Date: June 11, 2002 Date: June 11, 2002

By: /s/ Wayne L. Schoonmaker
-------------------------
Wayne Schoonmaker
Secretary/Treasurer
Date: June 11, 2002

F/S-10