Metalline Mining Co - Amended Annual Report (Small Business Issuers) (10KSB/A)
February 04 2008 - 6:03AM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED
October 31, 2007
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD OF
TO
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Commission File Number:
001-33125
METALLINE MINING COMPANY
(Name of small business issuer in its charter)
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Nevada
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91-1766677
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State or other jurisdiction of
incorporation or organization
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(I.R.S. Employer
Identification No.)
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1330 E. Margaret Ave., Coeur dAlene, ID 83815
(Address of principal executive offices, including zip code)
Issuers telephone number:
(208) 665-2002
Securities registered under Section 12(b) of the Act:
Common Stock, $0.01 Par Value
(Title of Class)
Securities registered under Section 12(g) of the Act:
None
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act.
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Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes
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No
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Check here if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will be contained, to the best of registrants knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.
Yes
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No
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Issuers revenues for its most recent fiscal year:
None.
As of January 11, 2008, there were 39,526,227 shares of the Registrants $.01 par value Common
Stock (Common Stock), Registrants only outstanding class of voting securities, outstanding. The
aggregate market value of Common Stock held by non-affiliates of the Registrant, computed by
reference to the closing price on January 11, 2008, is $96,605,611.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes
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No
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Transitional Small Business Disclosure Format (check one): Yes
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No
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EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-KSB/A (the Amendment) to our Annual Report on Form
10-KSB for the fiscal year ended October 31, 2007, as filed with the Securities and Exchange
Commission on January 29, 2008. The purpose of this Amendment is solely to provide exhibits 23.1
and 23.2 which were not included with our original filing. The remainder of the information
contained in our Annual Report for 2007 on Form 10-KSB is not amended hereby and remains as set
forth in the original filing.
Item 13. Exhibits
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Exhibit
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Number
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Exhibit Title
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3.1(a)
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Articles of Incorporation.
1
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3.1(b)
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Certificate of Amendment to Articles of Incorporation.
2
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3.2
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Bylaws.
2
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4.1
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Rights Agreement, dated as of June 11, 2007, between the Company and OTC Stock Transfer, as
Rights Agent.
7
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10.1
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2000 Equity Incentive Plan.
5
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10.2
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2006 Stock Option Plan.
5
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10.3
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Subscription Agreement between the Company and subscribers, dated March 6, 2006.
3
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10.4
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Employment Agreement with Merlin Bingham, effective January 1, 2007.
5
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10.5
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Employment Agreement with Roger Kolvoord, effective January 1, 2007.
5
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10.6
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Employment Agreement with Terry Brown, effective January 1, 2007.
5
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10.7
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Common Stock and Warrant Purchase Agreement, dated February 16, 2007.
6
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10.8
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Employment Agreement with Robert Devers, effective January 1, 2008.
8
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14
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Code of Ethics.
5
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21.1
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Subsidiaries of the Registrant.
5
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23.1
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Consent of Hein & Associates LLP, filed herewith.
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23.2
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Consent of Williams & Webster, P.S., filed herewith.
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31.1
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Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
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31.2
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Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
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32.1
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Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith.
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32.2
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Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith.
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99.1
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Sierra Mojada location map.
4
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(1)
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Incorporated by reference from Form 10-SB, filed October 15, 1999.
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(2)
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Incorporated by reference from Form 10-QSB, filed September 19, 2006.
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(3)
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Incorporated by reference from Form 8-K, filed March 6, 2006.
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(4)
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Incorporated by reference from Form 10-KSB, filed January 31, 2006.
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(5)
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Incorporated by reference from Form 10-KSB, filed January 31, 2007.
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(6)
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Incorporated by reference from Form 10-QSB, filed June 18, 2007.
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(7)
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Incorporated by reference to Exhibit 1 to the Companys Registration Statement on Form 8-A
filed on June 11, 2007.
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(8)
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Incorporated by reference from Form 8-K filed January 22, 2008.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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METALLINE MINING COMPANY
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Date: February 1, 2008
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By:
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/s/ Merlin Bingham
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Merlin Bingham,
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President and Principal Executive Officer
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Date: February 1, 2008
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By:
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/s/ Robert Devers
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Robert Devers,
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Chief Financial Officer and
Principal Accounting Officer
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