SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                   FORM 10-QSB


                 Quarterly Report Under Section 13 or 15 (d) of
                       the Securities Exchange Act of 1934



For The Three Months Ended October 31, 1996              Commission File Number:

                                                               2-86160-NY

                       LEADVILLE MINING AND MILLING CORP.
             (Exact name of registrant as specified in its charter)


          NEVADA                                               #13-3180530
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)


  76 BEAVER STREET, NEW YORK, NEW YORK                               10005
(Address of Principal Executive Offices)                           (Zip Code)


Registrant's Telephone Number, Including Area Code            (212)  344-5158


The Number of Shares Outstanding of Common Stock,
  $.0001 Par Value, At October 31, 1996                         131,192,150



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports,)  and (2) has been  subject to such filing
requirements for the past 90 days.

Yes __X__   No _____
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                  BALANCE SHEET
                                OCTOBER 31, 1996


                                     ASSETS

Current Assets:
  Cash .......................................   $    30,819
  Loans Receivable ...........................         8,108
  Prepaid Expense ............................           508
  Other Current Assets .......................           356
                                                 -----------
     Total Current Assets ....................        39,791
                                                 -----------
Property and Equipment (Net of
  Accumulated Depreciation of $340,422) ......     1,361,032

Other Assets:
  Mining Reclamation Bonds ...................        11,000
  Security Deposit ...........................         3,667
                                                 -----------
     Total Other Assets ......................        14,667
                                                 -----------
Total Assets .................................   $ 1,415,490
                                                 ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accrued Expenses and Taxes .................   $    79,452
  Loans Payable - Officers ...................         9,673
                                                 -----------
     Total Current Liabilities ...............        89,125
                                                 -----------
Commitments and Contingencies

Stockholders' Equity:
  Common Stock, Par Value $.0001 Per Share;
    Authorized 150,000,000 shares; Issued and
    Outstanding 131,192,150 Shares ...........        13,119
  Capital Paid In Excess of Par Value ........     6,303,543
  Deficit Accumulated in the Development Stage    (4,990,297)
                                                 -----------
     Total Stockholders' Equity ..............     1,326,365
                                                 -----------
Total Liabilities and Stockholders' Equity ...   $ 1,415,490
                                                 ===========

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

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                                                                      For The Period
                                                                    September 17,1982
                                                                        (Inception)
                                         Three Months Ended                  To
                                             October 31,               July 31, 1996
                                        ---------------------       -----------------
                                        1996             1995
                                    ---------------  -------------
<S>                                 <C>              <C>              <C>          
Revenues:
  Interest Income ...............   $         220    $         323    $     707,614
  Miscellaneous .................            --               --             23,483
                                    -------------    -------------    -------------

    Total Revenues ..............             220              323          731,097
                                    -------------    -------------    -------------

Costs and Expenses:
  Mine Expenses .................          90,001           30,644        1,495,573
  Selling, General and
    Administrative Expenses .....         195,168           46,289        3,749,033
  Depreciation ..................           1,940            1,548          340,422
  Loss on Write-Off of
    Investment ..................            --               --             10,000
  Loss on Joint Venture .........            --               --            101,700
                                    -------------    -------------    -------------

  Total Costs and
     Expenses ...................         287,109           78,481        5,696,728
                                    -------------    -------------    -------------

Loss Before Provision
  For Income Taxes ..............        (286,889)         (78,158)      (4,965,631)

Provision For Income
  Taxes .........................             688            1,900           24,666
                                    -------------    -------------    -------------

Net Loss ........................   $    (287,577)   $     (80,058)   $  (4,990,297)
                                    =============    =============    ============= 


Net Loss Per Share ..............   $        (.00)   $        (.00)
                                    =============    ============= 
                                                                                       =============   =============
Average Common Shares Outstanding     130,775,275      111,574,516
                                      ===========      ===========
</TABLE>
    The accompanying notes are an integral part of the financial statements.
<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
                                                           1996           1995      October 31, 1996
                                                       -----------    -----------  ------------------
<S>                                                    <C>            <C>            <C>         
Cash Flow From Operating Activities:
  Net Loss .........................................   $  (287,577)   $   (80,058)   $(4,990,297)
  Adjustments to Reconcile Net Loss to
    Net Cash Used By Operating Activities:
      Depreciation .................................         1,940          1,548        340,422
      Loss on Write-Off of Investment ..............          --             --           10,000
      Loss From Joint Venture ......................          --             --          101,700
      Value of Common Stock Issued For Services ....         3,857         12,000      1,258,302
      Compensation Portion of Options Exercised ....        98,000           --          359,500
      Changes in Operating Assets and Liabilities:
        (Increase) Decrease in Prepaid Expenses ....        50,900            672           (508)
        (Increase) Decrease  in Other Current Assets          (149)          (315)          (356)
        Increase in Security Deposit ...............          --             --           (3,667)
        Increase (Decrease) in Accrued Expenses
           and Taxes ...............................         9,646        (23,388)        79,452
                                                       -----------    -----------    -----------

Net Cash Used By Operating Activities ..............      (123,383)       (89,541)    (2,845,452)
                                                       -----------    -----------    -----------

Cash Flow From Investing Activities:
  Purchase of Property and Equipment ...............        (2,000)          --       (1,696,953)
  Investment in Joint Venture ......................          --             --         (101,700)
  Investment in Privately Held Company .............          --             --          (10,000)
                                                       -----------    -----------    -----------

Net Cash Used By Investing Activities ..............        (2,000)             0     (1,808,653)
                                                       -----------    -----------    -----------
</TABLE>
    The accompanying notes are an integral part of the financial statements.
<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
                                                        1996           1995     October 31, 1996
                                                        ----           ----     ----------------
<S>                                                 <C>            <C>            <C>         
Cash Flow From Investing Activities:
  (Increase) Decrease in Loans Receivable .......   $      (200)   $       (32)   $    (8,108)
  Decrease in Loans Payable .....................          --             --             --
  Increase in Loans Payable - Officers ..........          --             --           18,673
  Repayment of Loans Payable - Officers .........          --             --           (9,000)
  Proceeds From Sale of Common Stock ............       121,545         87,500      5,108,372
  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 .......       121,345         87,468      4,684,924
                                                    -----------    -----------    -----------

Increase (Decrease) In Cash and Cash Equivalents         (4,038)        (2,073)        30,819

Cash and Cash Equivalents - Beginning ...........        34,857         11,268           --
                                                    -----------    -----------    -----------

Cash and Cash Equivalents - Ending ..............   $    30,819    $     9,195    $    30,819
                                                    ===========    ===========    ===========

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

  Cash Paid For Income Taxes ....................   $       688    $     1,900    $    24,115
                                                    ===========    ===========    ===========

Non-Cash Financing Activities:
  Issuances of Common Stock as Commissions
    on Sales of Common Stock ....................   $    16,797    $     6,050    $    86,582
                                                    ===========    ===========    ===========

Issuances of Common Stock For
  Acquisition of Property and Equipment .........   $     4,500    $      --      $     4,500
                                                    ===========    ===========    ===========
</TABLE>
    The accompanying notes are an integral part of the financial statements.
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                         (A DEVELOPMENT STAGE ENTERPRISE
                          NOTES TO FINANCIAL STATEMENTS
                                OCTOBER 31, 1996




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.
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.

Item I.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
         REFERENCE TO ANNUAL REPORT;

         These financial  statements should be read in conjunction with the Form
10-KSB for the  Quarter  ended July 31,  1996 and the 10-QSB for  quarter  ended
April 30, 1996. The interim financial  statements  reflect all adjustments which
are, in the opinion of management, necessary for a fair statement of the results
of operations  for the interim  periods  presented.  Such  adjustments  are of a
normal recurring nature.  Operating results for the six months ended October 31,
1996 are not necessarily  indicative of the results that may be expected for the
fiscal year ending July 31, 1997.


Item II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS:

FINANCIAL CONDITION:

         As of January 31, 1996, the Company had a negative  working  capital of
$40,334 (defined as current assets less current  liabilities) which represents a
net decrease in working  capital of $3,827 from July 31,  1996.  The decrease in
working  capital  resulted  from the Company's  difficulty in obtaining  private
financing.  As was  explained  in the  Company's  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 joint  venture  partners,  private
placement  of its  shares 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.

RESULTS OF OPERATIONS:

         Construction  work  continued  on the Hunter,  second exit shaft during
this Fiscal quarter. The shaft is now open to the main level. Dividers,  ladders
and landings are being installed to the bottom of the shaft.  Guides to hold the
elevator in place are now nearly all installed.

         The Hunter hoist facility is now completed.  The electrical  generating
plant is now finished and operational. The Hunter hoist is fully operational.

         The Hunter third level has been explored and  partially  rehabilitated.
Oxide  mineralization  was abundant in many locations on this level. The Hunter,
fourth level has been explored and partially rehabilitated.

         Resumption of exploration, has commenced with long-hole drilling on the
Comstock, seventh level.
<PAGE>


PART II


Item 1.  LEGAL PROCEEDINGS

         There are no legal procedures pending against the company

Item 2.  CHANGES IN SECURITIES

         None

Item 3.  DEFAULTS UPON SENIOR SECURITIES

         None

Item 4.  SUBMISSION OF MATTERS TO SHAREHOLDERS VOTE

         None

Item 5.  OTHER INFORMATION

         None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         None
<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 Dieterle
                                            ------------------------
                                            Gifford Dieterle
                                            Treasurer/Secretary
Date: December 17, 1996