SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended October 31, 1998

                                       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: 0-13078

                     LEADVILLE MINING & MILLING CORPORATION
        (Exact name of small business issuer as specified in its charter)

             NEVADA                                              13-3180530
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)

                      76 Beaver Street, New York, NY 10005
                    (Address of principal executive offices)

Issuer's telephone number, including area code:      (212) 344-5158

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                                  Yes [X]  No[_]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common equity as of the latest practicable date.

          Class                                  Outstanding at October 31, 1998
  -----------------------                        -------------------------------
  Common Stock, par value                               17,675,796 Shares
     $.001 per share

     Transitional Small Business Format (check one);     Yes [_] No [X]


<PAGE>


                          PART I. FINANCIAL INFORMATION


Item 1. Financial Statements

     The  accompanying  financial  statements  are  unaudited  for  the  interim
periods,  but  include  all  adjustments  (consisting  only of normal  recurring
accruals)  which  management  considers  necessary for the fair  presentation of
results for the three months ended October 31, 1998.

     Moreover,  these  financial  statements do not purport to contain  complete
disclosure in conformity  with  generally  accepted  accounting  principles  and
should be read in conjunction with the Company's  audited  financial  statements
at, and for the fiscal year ended July 31, 1998.

     The results  reflected  for the three months ended October 31, 1998 are not
necessarily indicative of the results for the entire fiscal year.


                                       2

<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                  BALANCE SHEET
                                OCTOBER 31, 1998


                                     ASSETS


      Current Assets:
        Cash                                                        $    63,608
        Loans Receivable                                                 15,030
        Other Current Assets                                                333
                                                                    -----------
           Total Current Assets                                          78,971
                                                                    -----------
      Property and Equipment (Net of
        Accumulated Depreciation of $351,485)                         1,354,166

      Other Assets:
        Mining Reclamation Bonds                                         11,000
        Security Deposit                                                  3,667
                                                                    -----------
           Total Other Assets                                            14,667
                                                                    -----------
      Total Assets                                                  $ 1,447,804
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

      Current Liabilities:
        Accrued Expenses and Taxes                                  $    38,688
                                                                    -----------

      Commitments and Contingencies

      Stockholders' Equity:
        Common Stock, Par Value $.001 Per Share;
          Authorized 150,000,000 shares; Issued and
          Outstanding 17,675,796, Shares                                 17,676
        Capital Paid In Excess of Par Value                           7,879,523
        Deficit Accumulated in the Development Stage                 (6,488,083)
                                                                    -----------
           Total Stockholders' Equity                                 1,409,116
                                                                    -----------
      Total Liabilities and Stockholders' Equity                    $ 1,447,804
                                                                    ===========


The accompany notes are an integral part of the financial statements.


                                       3

<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                              
                                                                                              
                                                                                                For The Period  
                                                       Three Months Ended                     September 17,1982 
                                                           October 31,                           (Inception)    
                                              ------------------------------------                    To        
                                                  1998                     1997               October 31, 1998  
                                              ------------             -----------            -----------------
<S>                                           <C>                      <C>                      <C>
Revenues:
  Interest Income                             $        198             $        216             $    709,309
  Miscellaneous                                        300                     --                     25,506
                                              ------------             ------------             ------------

    Total Revenues                                     498                      216                  734,815
                                              ------------             ------------             ------------

Costs and Expenses:
  Mine Expenses                                     92,487                  115,681                2,231,836
  Selling, General and
    Administrative Expenses                         79,196                   77,067                4,501,673
  Depreciation                                       1,331                    1,242                  351,485
  Loss on Write-Off of
    Investment                                        --                       --                     10,000
  Loss on Joint Venture                               --                       --                    101,700
                                              ------------             ------------             ------------

  Total Costs and
     Expenses                                      173,014                  193,990                7,196,694
                                              ------------             ------------             ------------

Loss before Provision
  For Income Taxes                                (172,516)                (193,774)              (6,461,879)

Provision For Income
  Taxes                                                170                      688                   26,204
                                              ------------             ------------             ------------

Net Loss                                      $   (172,686)            $   (194,462)            $ (6,488,083)
                                              ============             ============             ============

Net Loss Per Share                            $       (.01)            $        (01)
                                              ============             ============

Average Common Shares Outstanding               17,367,201               14,676,864
                                              ============             ============
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                        4

<PAGE>


                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                     
                                                                                                       For The Period  
                                                                      Three Months Ended             September 17, 1982
                                                                          October 31,                    (Inception)    
                                                              --------------------------------                To        
                                                                  1998                1997            October 31, 1998
                                                              -----------          -----------        -----------------
<S>                                                           <C>                  <C>                  <C>
Cash Flow from Operating Activities:
  Net Loss                                                    $  (172,686)         $  (194,462)         $(6,488,083)
  Adjustments to Reconcile Net Loss to
    Net Cash Used by Operating Activities:
      Depreciation                                                  1,331                1,242              351,485
      Loss on write-off of Investment                                --                   --                 10,000
      Loss From Joint Venture                                        --                   --                101,700
      Value of Common Stock Issued For Services                    12,500                4,696            1,599,570
      Compensation Portion of Options Exercised                      --                  8,725              261,500
      Changes in Operating Assets and Liabilities:
        (Increase) Decrease  in Other Current Assets                 (149)                 618                 (333)
        Increase in Security Deposit                                 --                   --                 (3,667)
        Increase (Decrease) in Accrued Expenses
           and Taxes                                              (21,908)             (10,920)              38,688
                                                              -----------          -----------          -----------

Net Cash Used By Operating Activities                            (180,912)            (190,101)          (4,129,140)
                                                              -----------          -----------          -----------

Cash Flow from Investing Activities:
  Purchase of Property and Equipment                                 --                   --             (1,705,650)
  Investment in Joint Venture                                        --                   --               (101,700)
  Investment in Privately Held Company                               --                   --                (10,000)
                                                              -----------          -----------          -----------

Net Cash Used By Investing Activities                                --                 (2,000)          (1,817,350)
                                                              -----------          -----------          -----------
</TABLE>


The accompanying notes are an integral part of the financial statements.


                                       5

<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENT OF CASH FLOWS
                                   (Continued)

<TABLE>
<CAPTION>


                                                                                                                     For The Period
                                                                                      Three Months Ended          September 17, 1982
                                                                                         October 31,                  (Inception)
                                                                              ------------------------------              To
                                                                                 1998                 1997          October 31, 1998
                                                                              -----------        -----------      ------------------

<S>                                                                           <C>                <C>                  <C>
Cash Flow from Investing Activities:
  (Increase) Decrease in Loans Receivable                                     $    (6,540)       $    (4,855)         $   (15,030)
  Increase in Loans Payable - Officers                                               --                 --                 18,673
  Repayment of Loans Payable - Officers                                              --                 --                (18,673)
  Proceeds From Sale of Common Stock                                              239,486            201,025            6,450,141
  Commissions on Sale of Common Stock                                                --                 --                 (5,250)
  Expenses of Initial Public Offering                                                --                 --               (408,763)
  Purchase of Certificate of Deposit - Restricted                                    --                 --                 (5,000)
  Purchase of Mining Reclamation Bond                                                --                 --                 (6,000)
                                                                              -----------        -----------          -----------

Net Cash Provided By Financing Activities                                         232,946            196,170            6,010,098
                                                                              -----------        -----------          -----------

Increase (Decrease) In Cash and Cash Equivalents                                   52,034              6,069               63,608

Cash and Cash Equivalents - Beginning                                              11,574             27,510                 --
                                                                              -----------        -----------          -----------

Cash and Cash Equivalents - Ending                                            $    63,608        $    33,579          $    63,608
                                                                              ===========        ===========          ===========

Supplemental Cash Flow Information:
  Cash Paid For Interest                                                      $      --          $      --            $      --
                                                                              ===========        ===========          ===========

  Cash Paid For Income Taxes                                                  $       170        $       688          $    25,653
                                                                              ===========        ===========          ===========

Non-Cash Financing Activities:
  Issuances of Common Stock as Commissions
    on Sales of Common Stock                                                  $    14,000        $     8,760          $   240,421
                                                                              ===========        ===========          ===========

Issuances of Common Stock For
  Acquisition of Property and Equipment                                       $      --          $      --            $     4,500
                                                                              ===========        ===========          ===========
</TABLE>


The accompanying notes are an integral part of the financial statements.


                                       6

<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                         (A DEVELOPMENT STAGE ENTERPRISE
                          NOTES TO FINANCIAL STATEMENTS
                                OCTOBER 31, 1998


NOTE 1 - Basis of Presentation

     In the  opinion  of  the  Company,  the  accompanying  unaudited  financial
statements   reflect  all  adjustments  (which  include  only  normal  recurring
adjustments)  necessary to present  fairly the  financial  position,  results of
operations and cash flows for the periods  presented.

     Results of operations for interim periods are not necessarily indicative of
the results of  operations  for a full year due to external  factors,  which are
beyond the control of the Company.


                                        7

<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

Cautionary Statement on Forward-Looking Statements

Except for the historical  information contained herein,  certain of the matters
discussed in this quarterly report are "forward-looking  statements," as defined
in Section 21E of the  Securities  Exchange Act of 1934,  which involve  certain
risks and  uncertainties,  which could cause actual results to differ materially
from those  discussed  herein  including,  but not limited to, risks relating to
changing economic conditions,  changes in the prices of minerals and the results
of testing and actual mining.

The Company cautions readers that any such forward-looking  statements are based
on  management's  current  expectations  and beliefs but are not  guarantees  of
future performance.  Actual results could differ materially from those expressed
or implied in the forward-looking statements.

     Results of Operations

Once again the Company generated no revenues from operations because the Company
has yet to  commence  mining  activities.  Mine  expenses  decreased  by $23,194
(approximately  20.0%) from  $115,681  during the three months ended October 31,
1997 to $92,487  during the three  months  ended  October 31,  1998.  Management
believes that this decrease in mine expenses was due primarily to the lower cost
of work in progress.  Selling,  general and  administrative  expenses  increased
slightly by $2,129  (approximately  2.8%) from  $77,067  during the three months
ended  October 31, 1997 to $79,196  during the three  months  ended  October 31,
1998.

As a result of mine expense  decreases,  the net loss  decreased by $21,776 from
$194,462  during the three months ended October 31, 1997 to $172,686  during the
three months ended October 31, 1998.

During the quarter ended October 31, 1998, the Company continued exploration and
development activity at its gold/silver/base metal mine located in Colorado. The
effort  focused  on the  vertical  raise to  connect  the 5th and 7th  levels in
addition to long-hole drilling, mapping and sampling.

The  vertical  raise has now  reached  the track  level of the 5th level and the
horizontal  connection is about to commence.  During this time,  the Company did
not receive revenue from its operations  although it expended  considerable sums
for the development of its proposed mining and milling operation.

Exploration  was  carried out on the SE 1/4,  Block 427,  7th level by long hole
drilling.  The results indicated a zone of magnetite skarn containing  low-grade
gold.


                                       8

<PAGE>


Exploration  was also carried out on the SW 1/4  quarter,  Block 994 and SE 1/4,
Block 995,  6th level by mapping and  channel  sampling.  Geological  conditions
suggest the presence of the Ibex #4 vein and replacement  mineralization  in the
adjacent Blue  limestone.  Extensive  copper  mineralization  was visible.  This
structure  will be drifted  upon to its  juncture  with the Weston  Fault  where
large-scale mineralization may be discovered.

The Company has, at present,  approximately 126,200 tons of mineralized material
containing varied amounts of gold,  silver,  lead, zinc and copper. The possible
mineral  potential  of all the  Company's  properties,  as  indicated  by  Scott
Hazlett,  Consulting Geologist, ranges up to 5,000,000 tons. The Company to date
has completed  only limited  exploration of the Hopemore 7th level (by crosscut,
raise, drift, and drill). Stopes, chutes, ore passes and handling facilities are
in  operational  condition.  Assuming  that adequate  funding is available,  the
Company is prepared to enter into a limited mining and milling  schedule  should
sufficient  mineralized material be judged to exist and extraction be determined
to be  economically  profitable.  As such, the Company would commence mining and
milling at an initial pilot rate of 35-50 tons per day and,  gradually  increase
tonnage as  conditions  allowed.  To operate  the mine and mill on a  four-month
pilot basis would cost an  estimated  $350,000.  Cash flow is  anticipated  (but
cannot be  assured)  during the fifth  month  after  commencement  of mining and
milling.

With Regards,  to all estimates of mineral tonnage,  additional geologic work is
needed before a conclusion  can be made that it is commercial  material or, that
ore exists.

Liquidity and Capital Resources

As of October 31, 1998, the Company had working  capital of $40,283  (defined as
current  assets less  current  liabilities)  which  represents a net increase in
working  capital of $80,631 from July 31, 1998. This increase in working capital
is a result  of funds  received  from the  private  sale of  securities.  As was
explained in the Company's 1998 10-KSB, the Company is in a precarious financial
condition and there is no assurance  whatsoever that the Company will be able to
continue  as a going  concern or that any of its plans with  respect to its gold
mining properties will come to fruition.  The Company,  in order to continue its
mine program must obtain substantial financing.  While management is seeing such
financing through private placement of its shares,  joint venture partners,  and
other arrangements,  there is no assurance that management will succeed therein.
It should be  emphasized  that the  Company's  financial  condition has remained
critical  since the date of the last  10-KSB and that in order to  survive,  the
Company will need an infusion of capital within the near future.


                                        9

<PAGE>


Environmental Issues

Management  does not  expect  that  environmental  issues  will have an  adverse
material  effect on the  Company's  liquidity  or  earnings.  Before  any mining
development or mining  exploration or construction of milling  facilities  could
begin, it was necessary to meet all  environmental  requirements  and to satisfy
the regulatory  agencies in Colorado that the Company's proposed procedures fell
within the boundaries of sound environmental  practice. The Company is bonded to
insure  procedures  and  reclamation  of any areas  disturbed  by the  Company's
activities.  In 1997,  the Mined Land  Reclamation  Board reviewed the Company's
permit and bond and determined  that an increase in the bond was  necessary.  At
that time, the Company placed an additional  $6,000 in escrow against any future
indemnity.

Part of the Leadville  Mining  District was declared a Superfund  site.  Several
mining  companies  and one  individual  were  declared  defendants in a possible
lawsuit.  The Company was not named a defendant or Possible  Responsible  Party.
The Company did  respond in full detail to a lengthy  questionnaire  prepared by
the Environmental  Protection  Agency ("EPA")  regarding the Company's  proposed
procedures and past activities in November 1990. To the Company's knowledge, the
EPA has initiated no further comments or questions.

The Company  does  include in all its internal  revenue and cost  projections  a
certain amount for environmental and reclamation costs on an ongoing basis. This
amount is determined at a fixed amount of $1.50 per ton of material to be milled
on a continual,  ongoing basis to provide for further tailing disposal sites and
to reclaim the  tailings  disposal  sites in use.  At this time,  there does not
appear to be any environmental  costs to be incurred by the Company beyond those
already   addressed  above.  No  assurance  can  be  given  that   environmental
regulations  will not be changed in a manner  that  would  adversely  affect the
Company's planned operations.

Year 2000 Computer Issue

At the present, and for the foreseeable future, management does not believe that
computers will play a material role in the company's operations. At present, the
Company  only  uses  computers  for  simple  tasks  such  as  word   processing.
Accordingly,  management  does not believe that the potential year 2000 computer
problem will materially affect the Company's current or planned  operations.  If
and when the Company commences mining and milling  operations,  it will interact
with outside  entities  such as  suppliers,  smelters,  refiners and  government
agencies.  The  Company is unable to predict  whether  the  potential  year 2000
computer problem will adversely affect these entities.  It is conceivable,  that
if one or more of these  entities is adversely  affected by the  potential  year
2000 computer  problem,  the Company's  operations  might be adversely  affected
also.


                                       10

<PAGE>


                          PART II - OTHER INFORMATION


Item 1. Legal Proceedings

               None.

Item 2. Changes in Securities and Use of Proceeds

During the quarter  ended  October 31, 1998,  the Company  issued the  following
shares of its common stock pursuant to the exemption from registration  provided
by Section 4(2) of the  Securities Act of 1933. In August 1998, the Company sold
an  aggregate  of 333,227  shares to sixteen  individuals  for an  aggregate  of
$103,672.  In September 1998, the Company sold an aggregate of 213,786 shares to
eight  individuals  for an aggregate of $66,800 and issued  40,000 shares to one
individual  for  commissions  of $14,000.  In October 1998,  the Company sold an
aggregate of 212,920 shares to eight individuals for an aggregate of $69,014 and
issued 34,722 shares to one individual for expenses of $12,500."

Item 3. Defaults Upon Senior Securities

               None.

Item 4. Submission of Matters to a vote of Security Holders

               None

Item 5. Other Information

               None

Item 6. Exhibits and Reports on Form 8-K

               None.


                                       11

<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereto duly authorized.



                                              LEADVILLE MINING & MILLING CORP.
                                              --------------------------------
                                                        Registrant


                                              By: /s/ Gifford A. Dieterle
                                              --------------------------------
                                                  Gifford Dieterle
                                                  Treasurer/Secretary


Date: December 15, 1998


                                       12