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 January 31, 2001

                                       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) 344-2785


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 January 31, 2001

  Common Stock, par value                              30,300,704 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 we consider necessary for the fair presentation of results for
the three and six months ended January 31, 2001.

     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 our audited financial  statements at, and for
the fiscal year ended July 31, 2000.

     The results  reflected  for the three and six months ended January 31, 2001
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
                                JANUARY 31, 2001
                                   (Unaudited)


                                     ASSETS

Current Assets:
  Cash and Cash Equivalents                                           $  385,653
  Loan Receivable                                                         31,280
  Prepaid Expense                                                         63,000
  Other Current Assets                                                     2,162
                                                                      ----------
         Total Current Assets                                            482,095
                                                                      ----------

Property and Equipment (Net of
  Accumulated Depreciation of $362,710)                                1,342,941
                                                                      ----------

Other Assets:
  Mining Reclamation Bonds                                                47,750
  Security Deposit                                                         3,667
                                                                      ----------
         Total Other Assets                                               51,417
                                                                      ----------

Total Assets                                                          $1,876,453
                                                                      ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accrued Expenses and Taxes                                       $     62,114
  Note Payable - Current Portion                                          7,577
                                                                   ------------
         Total Current Liabilities                                       69,691
                                                                   ------------

Commitments and Contingencies

Stockholders' Equity:
  Common Stock, Par Value $.001 Per Share;
    Authorized 150,000,000 shares; Issued and
    Outstanding 30,300,704 Shares                                        30,301
  Capital Paid In Excess of Par Value                                13,167,905
  Deficit Accumulated in the Development Stage                      (11,391,444)
                                                                   ------------
         Total Stockholders' Equity                                   1,806,762
                                                                   ------------

Total Liabilities and Stockholders' Equity                         $  1,876,453
                                                                   ============



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


                                       3
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                                                    For The Period
                                                     Three Months Ended                 Six Months Ended          September 17,1982
                                                         January 31,                       January 31,              (Inception)
                                                -----------------------------     -----------------------------          To
                                                    2001             2000             2001             2000        January 31, 2001
                                                ------------     ------------     ------------     ------------    ----------------
<S>                                             <C>              <C>              <C>              <C>               <C>
Revenues:
  Interest Income                               $        784     $        222     $      1,436     $        466      $    712,941
  Miscellaneous                                          192             --              4,769              400            31,045
                                                ------------     ------------     ------------     ------------      ------------

    Total Revenues                                       976              222            6,205              866           743,986
                                                ------------     ------------     ------------     ------------      ------------

Costs and Expenses:
  Mine Expenses                                      284,960          210,649          608,629          371,311         4,021,068
  Selling, General and Administrative
    Expenses                                         456,967          270,092          976,904          345,295         7,612,218
  Depreciation                                           956            1,332            1,912            2,661           362,710
  Loss on Write-Off of Investment                       --               --               --               --              10,000
  Loss on Joint Venture                                 --               --               --               --             101,700
                                                ------------     ------------     ------------     ------------      ------------

  Total Costs and Expenses                           742,883          482,073        1,587,445          719,267        12,107,696
                                                ------------     ------------     ------------     ------------      ------------

Loss Before Provision For Income Taxes              (741,907)        (481,851)      (1,581,240)        (718,401)      (11,363,710)

Provision For Income Taxes                               170              170              340              340            27,734
                                                ------------     ------------     ------------     ------------      ------------

Net Loss                                        $   (742,077)    $   (482,021)    $ (1,581,580)    $   (718,741)     $(11,391,444)
                                                ============     ============     ============     ============      ============

Net Loss Per Share                              $      (0.03)    $      (0.02)    $      (0.06)    $      (0.04)
                                                ============     ============     ============     ============

Average Common Shares Outstanding                 29,715,732       21,016,958       27,932,873       20,705,474
                                                ============     ============     ============     ============
</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
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         For The Period
                                                              Six Months Ended         September 17, 1982
                                                                January 31,               (Inception)
                                                      ----------------------------            To
                                                          2001            2000          January 31, 2001
                                                      ------------    ------------      ----------------
<S>                                                   <C>             <C>                 <C>
Cash Flow From Operating Activities:
  Net Loss                                            $ (1,581,580)   $   (718,741)       $(11,391,444)
  Adjustments to Reconcile Net Loss to
    Net Cash Used By Operating Activities:
      Depreciation                                           1,912           2,661             362,710
      Loss on Write-Off of Investment                         --              --                10,000
      Loss From Joint Venture                                 --              --               101,700
      Value of Common Stock Issued For Services             19,791          50,002           1,962,025
      Compensation Portion of Options Exercised            723,363         152,422           2,171,419
      Changes in Operating Assets and Liabilities:
        (Increase) Decrease in Other Current Assets          1,017            (582)             (2,162)
        (Increase) in Prepaid Expense                      (63,000)           --               (63,000)
        (Increase) in Security Deposit                        --              --                (3,667)
        Increase in Accrued Expenses and Taxes               8,600          31,406              62,114
                                                      ------------    ------------        ------------

Net Cash Used By Operating Activities                     (889,897)       (482,832)         (6,790,305)
                                                      ------------    ------------        ------------

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                         --              --            (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
                                   (Unaudited)
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                    For The Period
                                                         Six Months Ended         September 17, 1982
                                                           January 31,               (Inception)
                                                   --------------------------             To
                                                      2001            2000         January 31, 2001
                                                   -----------    -----------      ----------------
<S>                                                <C>            <C>                <C>

Cash Flow From Financing Activities:
  Increase in Loans Receivable                     $   (16,730)   $    (9,650)       $   (31,280)
  Increase in Loans Payable - Officers                    --             --               18,673
  Repayment of Loans Payable - Officers                   --             --              (18,673)
  Increase in Note Payable                                --           12,856             11,218
  Decrease in Loan Payable                              (2,823)          --               (3,641)
  Proceeds From Sale of Common Stock                 1,252,281        592,199          9,478,774
  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                   (6,600)          --              (42,750)
                                                   -----------    -----------        -----------

Net Cash Provided By Financing Activities            1,226,128        595,405          8,993,308
                                                   -----------    -----------        -----------

Increase In Cash and Cash Equivalents                  336,231        112,573            385,653

Cash and Cash Equivalents - Beginning                   49,422        106,893               --
                                                   -----------    -----------        -----------

Cash and Cash Equivalents - Ending                 $   385,653    $   219,466        $   385,653
                                                   ===========    ===========        ===========

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

  Cash Paid For Income Taxes                       $       340    $       340        $    27,183
                                                   ===========    ===========        ===========

Non-Cash Financing Activities:
  Issuances of Common Stock as Commissions
    on Sales of Common Stock                       $    58,530    $    50,002        $   403,480
                                                   ===========    ===========        ===========

Issuance of Common Stock as Payment for Expenses   $      --      $      --          $   192,647
                                                   ===========    ===========        ===========

Issuance of Common Stock as Payment for 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
                                JANUARY 31, 2001
                                   (Unaudited)


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.

The results for interim periods are not necessarily indicative of the results to
be obtained for a full fiscal year.


NOTE 2 - Commitments and Contingencies

In December 2000,  the Company  entered into a letter of intent for an option to
purchase from AngloGold North America Inc. and AngloGold  (Jerritt Canyon) Corp.
100% of the issued and  outstanding  stock of Minera  Chanate  S.A.  de C.V.,  a
wholly owned subsidiary of these two AngloGold entities. Minera Chanate's assets
consist or will consist of certain  exploitation and exploration  concessions in
the States of Sonora, Chihuahua and Guerrero,  Mexico. Pursuant to the letter of
intent,  from the date of the letter of intent  through  the date  three  months
after the execution of the  definitive  stock  purchase  option  agreement,  the
Company will be permitted to complete its due diligence on the acquisition.  The
option  will expire if the  Company  does not  exercise it by the end of the due
diligence period.  For the year 2001, the Company will be responsible for making
all  rental  and  maintenance   payments   required  to  hold  Minera  Chanate's
properties. If at the end of that 12-month period from the effective date of the
option,  the  Company  decides  that it still wants to own Minera  Chanate,  the
Company will be required to make an additional $50,000 payment to AngloGold.  If
the Company decides that it does not want to continue to own Minera Chanate, the
Company  must sell the shares back to  AngloGold  for $1.00.  Assuming  that the
Company  does  not sell  Minera  Chanate  back to  AngloGold,  AngloGold,  as an
additional portion of the purchase price for Minera Chanate, will be entitled to
an ongoing  percentage  of net smelter  returns of between 2% and 4%, plus a 10%
net profits  interest until the total net profits  interest  payment received by
AngloGold equals $1,000,000.

During the quarter ended January 31, 2001,  the Company  expended  approximately
$165,000 with regards to the Minera Chanate  properties,  of which  approximated
$102,000 was charged to operations in the current period and $63,000 prepaid for
the period commencing July 2001.


                                       7
<PAGE>


NOTE 3 - Subsequent Events

On February 14, 2001,  the Company and AngloGold  North America Inc.  executed a
definitive  Stock  Purchase  Option  Agreement  with  regard to the  transaction
described in Note 2 above.

On March 6, 2001,  the Company  entered  into a binding  letter  agreement  with
International  Northair Mines Ltd. and Grupo  Northair de Mexico,  S.A. de C.V.,
its wholly owned Mexican subsidiary,  pursuant to which  International  Northair
has granted the Company the right to earn an  undivided  51% interest in certain
mining  concessions.  These  concessions,  known as the  Lobos  and Los  Lobitos
concessions, are located in the state of Sinaloa in Mexico.

During the 30 day period  commencing  March 6, 2001, both sides to the agreement
are to conduct their due diligence, and the Company can withdraw from the letter
agreement to the extent it is not satisfied with title to or the availability of
surface  rights or  environmental  conditions at the  properties.  International
Northair  may  withdraw  from  the  letter  agreement  if it is  not  reasonably
satisfied  that  Leadville  has the  financial  capabilities  to  undertake  its
obligations under the letter agreement.

To earn the 51%  interest,  during  the period  commencing  on March 6, 2001 and
ending on or before June 30, 2004, the Company must:

     o    Fund all  exploration  and  development  costs and, to the extent that
          such  costs  are  less  than  $1,500,000  by June  30,  2004,  pay the
          difference to International Northair.

     o    Complete  certain  exploration and development work (Phase One) on the
          concessions on or before the end of June  2001(which  will require the
          expenditure of approximately $150,000).

     o    Maintain a separate bank account with sufficient funds to complete the
          Phase One work each month.

     o    Pay  International  Northair an  aggregate of $140,000 (in addition to
          $20,200  paid upon  signing of the  letter  agreement),  plus  certain
          taxes, between January 2002 and January 2004.

     o    Issue  an  aggregate  of  120,000   shares  of  its  common  stock  to
          International Northair between July 1, 2001 and July 1, 2003.

Although  the March 6, 2001  letter  agreement  is binding on all  parties,  the
parties plan to execute a more detailed definitive option agreement.

If and when the  Company  earns the 51%  interest,  it will  enter  into a joint
venture arrangement with International Northair.


                                       8
<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.

 We caution  readers that any such  forward-looking  statements are based on our
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.


Three Months Ended  January 31, 2001  Compared to Three Months Ended January 31,
2000


Results of Operations

During our second  fiscal  quarter that ended  January 31, 2001 we completed the
last details of Phase II surface  drilling on Breece Hill and entered results on
the Vulcan  software.  Over 17,000 feet in 34 drill  holes were  completed.  The
three,  1/3 five-foot  sample  intervals were analyzed by fire assay with atomic
absorption  finish  for  gold  and  silver.  Cold  cyanide  shake  test  on  533
significant  intervals returned 98% of gold and 41% of silver fire assay values.
The fire assay values for the 533  intervals  average  0.018 ounce per ton (opt)
gold and 1.01 opt silver.  The most encouraging  area, near the old Hunter mine,
received 21 holes on 100 to 200 foot  offsets.  The best interval in the program
was in hole RC-2000-34 from surface to 230 feet. The 230 foot interval  averaged
0.052  opt Au and 1.17  opt Ag.  RC-2000-34  includes  a  higher-grade  interval
primarily  contained in the Leadville,  Dyer or Manitou  dolomites  although the
intrusive rocks can contain stockwork mineralization. Oxidation is complete to a
depth of 400 feet in the Hunter mine area.  No ground water was  encountered  in
the drill holes.

We believe that the results of the drilling  campaign are  encouraging.  We plan
additional drilling,  with the Phase III program, to expand the resource area in
the spring of 2001, when snow conditions allow. Negotiations for additional land
acquisitions are in process.

Effective  December 15, 2000, we obtained an option from AngloGold North America
Inc. to purchase  from  AngloGold  North  America  Inc. and  AngloGold  (Jerritt
Canyon) Corp. 100% of the issued and outstanding stock of Minera Chanate S.A. de
C.V., a wholly owned subsidiary of those two companies.  Minera Chanate's assets
consist of certain  exploitation  and  exploration  concessions in the States of
Sonora,  Chihuahua  and  Guerrero,  Mexico.  Pursuant  to the  definitive  Stock
Purchase Option Agreement under which the option was granted,  during the 90-day
period  commencing on February 14, 2001, the date that the option  agreement was
executed, we are permitted to complete our due diligence on the acquisition. The
option  will  expire if we do not  exercise  it by the end of the due  diligence
period. Pursuant to the option agreement, unless we


                                       9
<PAGE>


notify AngloGold that we do not want to exercise the option, upon the expiration
of the due  diligence  period,  we will have been deemed to have  exercised  the
option.  During  calendar 2001, we will be responsible for making all rental and
maintenance   payments   required   to   hold   Minera   Chanate's   concessions
(approximately  $145,000). As required by the option agreement, we have provided
AngloGold  with the bulk of funds  ($126,000)  necessary to pay those rental and
maintenance  fees.  If by December 15, 2001, we decide that we still want to own
Minera Chanate,  we must make an additional $50,000 payment to AngloGold.  If we
decide that we do not want to continue to own Minera  Chanate,  we must sell the
shares back to  AngloGold  for nominal  consideration.  Assuming  that we retain
ownership of Minera Chanate, AngloGold will be entitled to receive the remainder
of the purchase price by way of an ongoing  percentage of net smelter returns of
between 2% and 4% plus a 10% net profits  interest  (until the total net profits
interest payment received by AngloGold equals $1,000,000).  AngloGold's right to
a payment of a percentage  of net smelter  returns and the net profits  interest
will  terminate  at such  point  as they  aggregate  a sum to be  determined  by
AngloGold prior to the closing date on the exercise of the option.  Such sum may
not exceed $18,018,355.  In accordance with the option agreement,  the foregoing
payments  are not to be  construed  as  royalty  payments.  Should  the  Mexican
government or other jurisdiction determine that such payments are royalties,  we
could  be  subjected  to and  would be  responsible  for any  withholding  taxes
assessed on such payments.

Under the terms of the option agreement,  we have granted AngloGold the right to
designate  one of its wholly owned  Mexican  subsidiaries  to receive a one-time
option to purchase 51% of Minera Chanate.  That option is exercisable over a 180
day period  commencing at such time as we notify  AngloGold  that we have made a
good faith  determination  that we have  gold-bearing ore deposits on any one of
the identified groups of Minera Chanate properties, when aggregated with any ore
that we have  mined,  produced  and sold from such  properties,  of in excess of
2,000,000  troy ounces of contained  gold.  The exercise price would equal twice
our project costs on the properties during the period commencing on December 15,
2000 and ending on the date of such notice.

Due  diligence  exploration  of the  properties in Mexico  continued  during the
quarter.  Mine Reserve Associates,  Inc. of Wheat Ridge,  Colorado together with
our  geologists and  Metalogical  engineers are working on the evaluation of the
deposit and preparing a preliminary mine plan.  Metallurgical studies by cyanide
leach are underway to determine  processing  technology and recovery system. Our
Mexican  counsel  and our  Mexican  accounting  firm are  continuing  their  due
diligence with regards to title, environmental, financial and corporate matters.

In January 2001, our field crews examined a number of oxide mineral prospects in
Sonora,  Mexico on the Minera  Chanate  property.  Geological  reports are being
prepared for evaluation by our management.

On March 6, 2001, we entered in to a binding letter agreement with International
Northair Mines Ltd. and Grupo Northair de Mexico, S.A. de C.V., its wholly owned
Mexican subsidiary,  pursuant to which International Northair has granted us the
right to earn an undivided  51% interest in certain  mining  concessions.  These
concessions,  known as the Lobos and Los Lobitos concessions, are located in the
state of Sinaloa in Mexico.


                                       10
<PAGE>


During the 30 day period  commencing  March 6, 2001, both sides to the agreement
are to  conduct  their  due  diligence,  and we can  withdraw  from  the  letter
agreement to the extent we are not satisfied  with title to or the  availability
of surface rights of environmental  conditions at the properties.  International
Northair  may  withdraw  from  the  letter  agreement  if it is  not  reasonably
satisfied that we have the financial  capabilities  to undertake our obligations
under the letter agreement.

To earn the 51%  interest,  during  the period  commencing  on March 6, 2001 and
ending on or before June 30, 2004, we must:

     o    fund all  exploration  and  development  costs and, to the extent that
          such  costs  are  less  than  $1,500,000  by June  30,  2004,  pay the
          difference to International Northair.

     o    Complete  certain  exploration and development work (Phase One) on the
          concessions  on or before the end of June 2001 (which will require the
          expenditure of approximately $150,000).

     o    Maintain a separate bank account with sufficient funds to complete the
          Phase One work each month.

     o    Pay  International  Northair an  aggregate of $140,000 (in addition to
          $20,000  paid upon  signing of the  letter  agreement),  plus  certain
          taxes, between January 2002 and January 2004.

     o    Issue  an  aggregate  of  120,000   shares  of  our  common  stock  to
          International Northair between July 1, 2001 and July 1, 2003.

Although  the March 6, 2001  letter  agreement  is binding on all  parties,  the
parties plan to execute a more detailed definitive option agreement.

If and  when we earn  the 51%  interest,  we  will  enter  into a joint  venture
arrangement with International Northair.

We generated no revenues from  operations  during the three months ended January
31, 2001 and 2000.  There were de minimis  non-operating  revenues  during these
periods  of $976 and $222,  respectively.  Mine  expenses  increased  by $74,311
(approximately 35%) from $210,649 during the three months ended January 31, 2000
to $284,960 during the three months ended January 31, 2001. The increase in mine
expenses resulted primarily from mine development,  longhole drilling,  assaying
and metallurgy.  Selling,  general and administrative  expenses and depreciation
increased by $186,499  approximately (69%) from $271,424 during the three months
ended  January 31, 2000 to $457,921  during the three months  ended  January 31,
2001.  The  increase  in  selling,   general  and  administrative  expenses  and
depreciation resulted primarily from an accelerated pace of operating and change
of direction under new mine management.  As a result, our net loss for the three
months  ended   January  31,  2001  was   $742,077,   which  was  $260,056  more
(approximately 54%) than our loss of $482,021 for the three months ended January
31, 2000.


Liquidity and Capital Resources

As of January 31, 2001, we had working  capital of $412,404  compared to working
capital of  $152,153  as of July 31,  2000.  This  $260,251  increase in working
capital primarily was due to an increase in capital funding.  We anticipate that
we will  need  approximately  $650,000  in order to carry  out our plans for the
remainder of fiscal 2001, which includes the costs of  administration,  and mine
related  activities in both Colorado and Mexico.  As was explained in


                                       11
<PAGE>


our annual report on from 10-KSB, we are in a precarious financial condition. No
assurance  whatsoever  can be given that we will be able to  continue as a going
concern or that any of our plans  with  respect  to our gold  mining  properties
will, to a material degree,  come to fruition.  Absent commencement of sustained
sales of ore, in order to continue our mine program,  we must obtain substantial
financing.  While we are seeking such financing through private placement of our
shares,  joint venture  partners and other  arrangements,  there is no assurance
that we will be successful.

During the three months ended January 31, 2001, we raised approximately $873,332
through the sale of common stock.


Environmental Issues


Colorado

We do not expect that environmental  issues will have an adverse material effect
on  our  liquidity  or  earnings.   Before  any  mining  development  or  mining
exploration  or  construction  of milling  facilities  could begin,  it would be
necessary to meet all  environmental  requirements and to satisfy the regulatory
agencies in Colorado that our proposed  procedures fell within the boundaries of
sound environmental practice. We are bonded to insure procedures and reclamation
of any areas  disturbed by our current  activities.  In 1997, the Colorado Mined
Land  Reclamation  Board  reviewed  our permit and bond and  determined  that an
increase in the bond was necessary. At that time, we placed an additional $6,000
in escrow against any future indemnity.  In the year 2000 the bond was increased
for the mine and the mill. Surface drilling bonds total $12,200.

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

We do include in all our 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 us  beyond  those  already
addressed above. No assurance can be given that  environmental  regulations will
not be changed in a manner that would adversely affect our planned operations.


Mexico

We  are  not  aware  of  any  significant  environmental  concerns  or  existing
reclamation  requirements  at either the  properties  owned by Minera Chanate or
those  owned  by  International   Northair.   However,  we  are  continuing  our
environmental due diligence at both locations.

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                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

          None.


Item 2. Changes in Securities and Use of Proceeds

During the quarter ended January 31, 2001, we issued the following shares of our
common stock  pursuant to the exemption  from  registration  provided by Section
4(2) of the  Securities  Act of 1933: In November  2000, we sold an aggregate of
2,613,929  shares to  twenty-six  individuals  for an aggregate of $680,700.  In
December 2000, we sold an aggregate of 569,491 shares to eight  individuals  for
an  aggregate  of  $161,760.  In January  2001,  we sold an aggregate of 225,000
shares to two  individuals  for an aggregate of $26,250 and issued 68,270 shares
to three individuals for services for an aggregate value of $4,622.


Item 3. Defaults Upon Senior Securities

          None.


Item 4 Submission of Matters to a Vote of Security Holders

          None


Item 5. Other Information

On February 14,  2001,  effective  December  15, 2000,  we obtained an option to
purchase  100% of the issued and  outstanding  stock of Minera  Chanate  S.A. de
C.V., a wholly  owned  subsidiary  of AngloGold  North  America,  Inc.,  and its
affiliate,  AngloGold  (Jerritt Canyon) Corp. Minera Chanate's assets consist of
certain  exploitation  and  exploration  concessions in the States of Sonora and
Chihuahua, Mexico.

On March 6, 2001, we entered in to a binding letter agreement with International
Northair Mines Ltd. and Grupo Northair de Mexico, S.A. de C.V., its wholly owned
Mexican subsidiary,  pursuant to which International Northair has granted us the
right to earn an undivided  51% interest in certain  mining  concessions.  These
concessions,  known as the Lobos and Los Lobitos concessions, are located in the
state of Sinaloa in Mexico.

For more information on these two  transactions,  see "Results of Operations" in
Part I, Item 2. Management's  Discussion and Analysis of Financial Condition and
Results of Operations.


Item 6. Exhibits and Reports on Form 8-K

10 a.    Stock Purchase Option Agreement from AngloGold.
10 b.    Letter of Intent with International Northair Mines Ltd.


                                       13
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                                   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 CORPORATION
                                          --------------------------------------
                                                        Registrant

                                          By:        /s/ Gifford a. Dieterle
                                             -----------------------------------
                                                     Gifford A Dieterle
                                                     President/Treasurer




Date:   March 16, 2001


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