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, 1999

                                       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, 1999
          -----                             -------------------------------
  Common Stock, par value                          20,485,463 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, 1999.

     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, 1999.

     The results  reflected  for the three months ended October 31, 1999 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, 1999
                                   (Unaudited)

                                     ASSETS
         Current Assets:
           Cash                                                     $    44,381
           Loans Receivable                                              10,190
           Other Current Assets                                           2,896
                                                                    -----------
              Total Current Assets                                       57,467
                                                                    -----------

         Property and Equipment (Net of
           Accumulated Depreciation of $356,805)                      1,348,846
                                                                    -----------

         Other Assets:
           Mining Reclamation Bonds                                      11,000
           Security Deposit                                               3,667
                                                                    -----------
              Total Other Assets                                         14,667
                                                                    -----------

         Total Assets                                               $ 1,420,980
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

         Current Liabilities:
           Accrued Expenses and Taxes                               $    65,474
           Note Payable - Current Portion                                 4,408
           Loan Payable                                                  12,500
                                                                    -----------
                  Total Current Liabilities                              82,382

         Long Term Liabilities
           Note Payable - Net of Current Portion                          8,815
                                                                    -----------

                  Total Liabilities                                      91,197
                                                                    -----------

         Commitments and Contingencies

         Stockholders' Equity:
           Common Stock, Par Value $.001 Per Share;
             Authorized 150,000,000 shares; Issued and
             Outstanding 20,485,463, Shares                              20,485
           Capital Paid In Excess of Par Value                        9,825,862
           Deficit Accumulated in the Development Stage              (8,516,564)
                                                                    -----------
              Total Stockholders' Equity                              1,329,783
                                                                    -----------

         Total Liabilities and Stockholders' Equity                 $ 1,420,980
                                                                    ===========

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
                                                                                September 17,1982
                                                                                  (Inception)
                                                    Three Months Ended                 To
                                                         October 31,            October 31, 1999
                                                 ----------------------------   ----------------
                                                    1999           1998
                                                 ------------    ------------
<S>                                                 <C>             <C>           <C>
Revenues:
  Interest Income                                        $244            $198        $710,274
  Miscellaneous                                           400             300          26,206
                                                 ------------    ------------    ------------

    Total Revenues                                        644             498         736,480
                                                 ------------    ------------    ------------

Costs and Expenses:
  Mine Expenses                                       159,306          92,487       2,785,385
  Selling, General and Administrative Expenses         76,559          79,196       5,972,270
  Depreciation                                          1,329           1,331         356,805
  Loss on Write-Off of Investment                        --              --            10,000
  Loss on Joint Venture                                  --              --           101,700
                                                 ------------    ------------    ------------

    Total Costs and Expenses                          237,194         173,014       9,226,160
                                                 ------------    ------------    ------------

Loss Before Provision For Income Taxes               (236,550)       (172,516)     (8,489,680)

Provision For Income Taxes                                170             170          26,884
                                                 ------------    ------------    ------------

Net Loss                                            $(236,720)      $(172,686)    $(8,516,564)
                                                 ============    ============    ============

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

Average Common Shares Outstanding                  20,393,990      17,367,201
                                                 ============    ============
</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
                                                       Three Months Ended      September 17, 1982
                                                            October 31,            (Inception)
                                                     ------------------------          To
                                                        1999          1998       October 31, 1999
                                                     ----------    ----------    ---------------
<S>                                                    <C>            <C>          <C>
Cash Flow From Operating Activities:
  Net Loss                                             $(236,720)     $(172,686)   $(8,516,564)
  Adjustments to Reconcile Net Loss to
    Net Cash Used By Operating Activities:
      Depreciation                                         1,329          1,331        356,805
      Loss on Write-Off of Investment                       --             --           10,000
      Loss From Joint Venture                               --             --          101,700
      Value of Common Stock Issued For Services             --           12,500      1,863,899
      Compensation Portion of Options Exercised             --             --        1,107,924
      Changes in Operating Assets and Liabilities:
        Increase in Other Current Assets                    (431)          (149)        (2,896)
        Increase in Security Deposit                        --             --           (3,667)
        Increase (Decrease) in Accrued Expenses
           and Taxes                                      12,088        (21,908)        65,474
                                                     -----------    -----------    -----------

Net Cash Used By Operating Activities                   (223,734)      (180,912)    (5,017,325)
                                                     -----------    -----------    -----------

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
                                                        Three Months Ended       September 17, 1982
                                                            October 31,             (Inception)
                                                    --------------------------           To
                                                       1999           1998       October 31, 1999
                                                    -----------    -----------   ----------------
<S>                                                     <C>            <C>           <C>
Cash Flow From Investing Activities:
  (Increase) Decrease in Loans Receivable               $(1,000)       $(6,540)      $(10,190)
  Increase in Loans Payable - Officers                     --             --           18,673
  Repayment of Loans Payable - Officers                    --             --          (18,673)
  Increase in Note Payable                               13,223           --           13,223
  Increase in Loan Payable                               12,500           --           12,500
  Proceeds From Sale of Common Stock                    136,499        239,486      7,288,536
  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               161,222        232,946      6,879,056
                                                    -----------    -----------    -----------

Increase (Decrease) In Cash and Cash Equivalents        (62,512)        52,034         44,381

Cash and Cash Equivalents - Beginning                   106,893         11,574           --
                                                    -----------    -----------    -----------

Cash and Cash Equivalents - Ending                      $44,381        $63,608        $44,381
                                                    ===========    ===========    ===========

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

  Cash Paid For Income Taxes                               $170           $170        $26,333
                                                    ===========    ===========    ===========

Non-Cash Financing Activities:
  Issuance of Common Stock as Commissions
    on Sales of Common Stock                        $      --          $14,000       $320,580
                                                    ===========    ===========    ===========

Issuance of Common Stock as Payment for Expenses    $      --      $      --         $114,312
                                                    ===========    ===========    ===========

Issuance of Common Stock 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
                                OCTOBER 31, 1999
                                   (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.

     Results of operations for interim periods are not necessarily indicative of
the results of operations for a full year due.


                                       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.

Three Months Ended October 31, 1999 Compared to Three Months Ended
October 31, 1998

     Results of Operations

During the first fiscal quarter,  the Company  continued to develop and mine ore
at the B-Zone location.  Milling was also continued but subject to metallurgical
testing  and  equipment  repair and  replacement.  The mill is  producing a high
pyrite  concentrate with gold and, the Company's  consulting  metallurgist,  Mr.
Thomas Quigley, is working to reduce the pyrite content and increase recovery of
fine gold.  The Company has had  difficulty  in  producing a  satisfactory  gold
concentrate  and had its  original  small lot  shipments  returned  from  Spaks,
Nevada. It will be sold elsewhere, slightly modified.

Mining in the B-Zone is occurring in the 7-15 stope,  raise #1 and raise #3. The
ore  continues  to be  highly  pyritic.  Gold is  concentrated  in small  veins,
veinlets and vein  intersections  in high grades  distributed  in a pyrite manto
which itself contains low grades of gold. The exploration and development of the
B-zone has been directed in a southeasterly  direction with encouraging results.
Face samples have assayed 0.50 ounces of gold per ton.  Gold  containing  pyrite
has been accumulated and is being dried in preparation for sale. We are thinking
of a sale for the users of  autoclaves  and will make a  decision  soon.  In the
autoclave,  the pyrite  becomes fuel in the  oxidation  process and the gold and
silver is recovered.

Management of the operation is now under the control of Mr. Scott  Hazlitt.  Mr.
Hazlitt was Chief  Geological  Mine  Operations  for the  Getchell  Corporation,
Turquoise Ridge Mine, Nevada. We are most excited about his involvement with the
Company  as a  management  consultant.  Mr.  Hazlitt  is in full  control of all
activities  at the mine and mill.  Mr.  Hazlitt  wrote the  original  geological
report on the Company's  property.  Under Mr.  Hazlitt's  guidance,  the Company
plans to drill a  significant  portion  of the  Company's  property  in order to
locate large silicic gold ore bodies  associated with the Weston fault.  Initial
drillings call for  approximately  10,000 feet. The length of holes may be up to
600 to 700 feet. To continue  operating the Hopemore  project for the next three
months is estimated to cost approximately $250,000.


                                       8
<PAGE>


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.

The Company  generated no revenues from operations during the three months ended
October 31, 1999 and 1998. There were de minimis  non-operating  revenues during
these periods of $644 and $498,  respectively.  Costs and expenses  increased by
$64,180  (approximately  37.1%)  from  $173,014  during the three  months  ended
October 31,  1998 to $237,194  during the three  months  ended  October 31, 1999
primarily  due  to a  significant  increase  in  mine  expenses.  Mine  expenses
increased by $66,819  (approximately 72.3%) from $92,487 during the three months
ended  October 31, 1998 to $159,306  during the three months  ended  October 31,
1999. The increase in mine expenses resulted primarily from construction of mine
stopes,  mine  development,   milling  and  metallurgy.   Selling,  general  and
administrative  expenses and depreciation did not change materially  between the
three months ended October 31, 1998 and the three months ended October 31, 1999.
As a result,  the Company's net loss for the three months ended October 31, 1999
was  $236,720,  which was $64,034  more  (approximately  37.1%) than its loss of
$172,686 for the three months ended October 31, 1998.

Liquidity and Capital Resources

As of October 31, 1999, the Company had a working  capital  deficit of ($24,915)
compared  to  working  capital  of $65,162  as of July 31,  1999.  This  $90,077
decrease in working  capital  primarily was due to increased cost and a decrease
in  funding.  As was  explained  in the  Company's  10KSB,  the  Company is in a
precarious  financial  condition.  No assurance whatsoever can be given 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, to a material degree,  come to
fruition.  Absent  commencement of sustained sales of ore, the Company, in order
to  continue  its  mine  program,  must  obtain  substantial  financing.   While
management is seeking such  financing  through joint venture  partners,  private
placement  of its  shares and other  arrangements,  there is no  assurance  that
management  will succeed  therein.  It should by  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  most  likely  will need an infusion of
capital within the near future.

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.


                                       9
<PAGE>


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, 1999, 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 1999, the
     Company  sold an  aggregate of 102,546  shares to five  individuals  for an
     aggregate of $53,999;  in September  1999, the Company sold an aggregate of
     $87,573  shares to four  individuals  for an aggregate  of $47,000;  and in
     October  1999,  the Company  sold an  aggregate  of $72,729  shares to five
     individuals for an aggregate of $35,500.

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 A Dieterle
                                   President/Treasurer/Secretary



Date: December 14, 1999