Edgar Filing: METALLINE MINING CO

Table of Contents

Table of Contents

Table of Contents

Table of Contents

sc13g

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Metalline Mining Co.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

591 257 100

(CUSIP Number)

January 14, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1 (b)

þ Rule 13d-1 (c)

o Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).


13G
CUSIP No. 591 257 100					Page 2 of 4 Pages

	1.	Name of Reporting Person: Britannia Holdings Limited			I.R.S. Identification Nos. of above persons (entities only): (not applicable)

	#2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: Organized under laws of Nevis

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 2,835,900 shares

			6.	Shared Voting Power: -0-

			7.	Sole Dispositive Power: 2,835,900 shares

			8.	Shared Dispositive Power: -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,835,900 shares

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 14.4%

	#12.	Type of Reporting Person: CO

#See Instructions.


CUSIP NO. 591 257 100		Schedule 13G		Page 3 of 4 Pages

TABLE OF CONTENTS


	Item 1. (a) Issuer
	Item 2. (a) Person Filing
	Item 3. Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c) by:
	Item 4. Ownership of More than Five Percent of Class:
	Item 5. Ownership of Five Percent or Less of Class
	Item 6. Ownership of More than Five Percent on Behalf of Another.
	Item 7. Identification and Classification of Subsidiary Which Acquired Security Being Reported on By Parent Holding Company.
	Item 8. Identification and Classification of Members of Group
	Item 9. Notice of Dissolution of Group
	Item 10. Certification:
SIGNATURE


Item 2.	(a)	Person Filing	Britannia Holdings Limited (“Britannia”)

	(b)	Principal Business Office/Residence	Unit 10, Springates East, Government Road
			Charlestown, Nevis, West Indies

	(c)	Citizenship	Organized under laws of Nevis

	(d)	Title of Class of Securities	Common Stock

	(e)	CUSIP Number	591 257 100


Item 3.	Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c) by:
	(a)	[ ]	Broker or Dealer registered under Section 15 of the Act
	(b)	[ ]	Bank as defined in Section 3(a)(6) of the Act
	(c)	[ ]	Insurance Company as defined in Section 3(a)(19) of the Act
	(d)	[ ]	Investment Company registered under Section 8 of the Investment Company Act
	(e)	[ ]	Investment Adviser registered under § 203, Investment Advisers Act
	(f)	[ ]	Employee Benefit Plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
	(g)	[ ]	Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
	(h)	[ ]	Savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
	(i)	[ ]	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940
	(j)	[ ]	Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

	If this statement is filed pursuant to Rule 13d-1(c), check this box: [XX]


Item 4.	Ownership of More than Five Percent of Class:
	(a)	Amount beneficially owned		2,835,900 shares

	(b)	Percentage of class		14.4%⁽¹⁾

	(c)	Number	of shares as to which such person has:
		(i)	sole power to vote or direct the vote	2,835,900 shares
		(ii)	shared power to vote or to direct the vote	-0-
		(iii)	sole power to dispose or to direct disposition of	2,835,900 shares
		(iv)	shared power to dispose or to direct disposition of	-0-

⁽¹⁾

Calculated in accordance with Exchange Act Rule 13d-3 based on 19,751,409 shares of common stock outstanding as of January 14, 2005 (as reported in the Issuer’s Form 10-KSB for the fiscal year ended October 31, 2004).


Item 5.		Ownership of Five Percent or Less of Class		[not applicable]


Item 6.		Ownership of More than Five Percent on Behalf of Another.		[not applicable]


Item 7.	Identification and Classification of Subsidiary Which Acquired Security
	Being Reported on By Parent Holding Company.	[not applicable]


CUSIP NO. 591 257 100		Schedule 13G		Page 4 of 4 Pages


Item 8.		Identification and Classification of Members of Group		[not applicable]


Item 9.		Notice of Dissolution of Group		[not applicable]


Item 10.		Certification:

		By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction not having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2005


		BRITANNIA HOLDINGS LIMITED


		By:		/s/ Peter Howe

		Name:		Peter Howe

		Title:		Director

Item 1.

Metalline Mining Co. (“Issuer”)

Principal Executive Offices

1330 E. Margaret Ave.

Coeur d’Alene, ID 83815