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, 2000

                                       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, 2000

  Common Stock, par value                               21,835,130   Shares
       $.001 per share

         Transitional Small Business Format (check one);  Yes __     No _X_


<PAGE>




                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                  BALANCE SHEET
                                JANUARY 31, 2000
                                   (Unaudited)


                                     ASSETS

Current Assets:
  Cash and Cash Equivalents                                        $    219,466
  Loan Receivable                                                        18,840
  Other Current Assets                                                    3,047
                                                                   ------------
         Total Current Assets                                           241,353
                                                                   ------------

Property and Equipment (Net of
  Accumulated Depreciation of $358,137)                               1,347,514
                                                                   ------------

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

Total Assets                                                       $  1,603,534
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities:
  Accrued Expenses and Taxes                                       $     84,792
  Note Payable - Current Portion                                          4,408
                                                                   ------------
         Total Current Liabilities                                       89,200
                                                                   ------------

Long Term Liabilities:
  Note Payable - Net of Current Portion                                   8,448
                                                                   ------------

         Total Liabilities                                               97,648
                                                                   ------------

Commitments and Contingencies

Stockholders' Equity:
  Common Stock, Par Value $.001 Per Share;
    Authorized 150,000,000 shares; Issued and
    Outstanding 21,835,130 Shares                                        21,835
  Capital Paid In Excess of Par Value                                10,482,636
  Deficit Accumulated in the Development Stage                       (8,998,585)
                                                                   ------------
         Total Stockholders' Equity                                   1,505,886
                                                                   ------------

Total Liabilities and Stockholders' Equity                         $  1,603,534
                                                                   ============



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


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<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                 Six Months Ended              To
                                                           January 31,                        January 31,           January 31, 2000
                                                   -----------------------------     ----------------------------  -----------------
                                                       2000             1999             2000             1999
                                                   ------------     ------------     ------------     ------------
<S>                                                <C>              <C>              <C>              <C>              <C>
Revenues:
  Interest Income                                  $        222     $        533     $        466     $        731     $    710,496
  Miscellaneous                                            --               --                400              300           26,206
                                                   ------------     ------------     ------------     ------------     ------------

    Total Revenues                                          222              533              866            1,031          736,702
                                                   ------------     ------------     ------------     ------------     ------------

Costs and Expenses:
  Mine Expenses                                         210,649          101,024          371,311          193,511        2,997,390
  Selling, General and Administrative
    Expenses                                            270,092          145,763          345,295          224,959        6,241,006
  Depreciation                                            1,332            1,331            2,661            2,662          358,137
  Loss on Write-Off of Investment                          --               --               --               --             10,000
  Loss on Joint Venture                                    --               --               --               --            101,700
                                                   ------------     ------------     ------------     ------------     ------------


  Total Costs and Expenses                              482,073          248,118          719,267          421,132        9,708,233
                                                   ------------     ------------     ------------     ------------     ------------

Loss Before Provision For Income Taxes                 (481,851)        (247,585)        (718,401)        (420,101)      (8,971,531)

Provision For Income Taxes                                  170              174              340              340           27,054
                                                   ------------     ------------     ------------     ------------     ------------

Net Loss                                           $   (482,021)    $   (247,755)    $   (718,741)    $   (420,441)    $ (8,998,585)
                                                   ============     ============     ============     ============     ============
Net Loss Per Share                                 $       (.02)    $      (0.01)    $       (.04)    $      (0.02)
                                                   ============     ============     ============     ============

Average Common Shares Outstanding                    21,016,958       18,254,739       20,705,474       18,090,732
                                                   ============     ============     ============     ============
</TABLE>



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


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<PAGE>





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



<TABLE>
<CAPTION>
                                                                                                  For The Period
                                                                                                September 17, 1982
                                                               Six Months Ended                     (Inception)
                                                                   January 31,                          To
                                                          -----------------------------          January 31, 2000
                                                              2000              1999             ----------------
                                                          -----------        ----------
<S>                                                       <C>                <C>                     <C>
Cash Flow From Operating Activities:
  Net Loss                                                $ (718,741)        $(420,441)              $(8,998,585)
  Adjustments to Reconcile Net Loss to
    Net Cash Used By Operating Activities:
      Depreciation                                             2,661             2,662                   358,137
      Loss on Write-Off of Investment                           --                --                      10,000
      Loss From Joint Venture                                   --                --                     101,700
      Value of Common Stock Issued For Services               50,002            12,500                 1,913,901
      Compensation Portion of Options Exercised              152,422            52,500                 1,260,346
      Changes in Operating Assets and Liabilities:
        (Increase) Decrease in Other Current Assets             (582)             (448)                   (3,047)
        Increase in Security Deposit                            --                --                      (3,667)
        Increase (Decrease) in Accrued Expenses and
          Taxes                                              (31,406)          (22,634)                   84,792
                                                          ----------        ----------                ----------

Net Cash Used By Operating Activities                       (482,832)         (375,861)               (5,276,423)
                                                          ----------        ----------                ----------

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.


4
<PAGE>




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


<TABLE>
<CAPTION>
                                                                                                    For The Period
                                                                                                  September 17, 1982
                                                            Six Months Ended                          (Inception)
                                                                January 31,                                To
                                                       -------------------------------              January 31, 2000
                                                           2000              1999                   ----------------
                                                       -----------        ------------
<S>                                                    <C>                <C>                          <C>
Cash Flow From Investing Activities:
  Increase in Loans Receivable                         $    (9,650)       $    (6,009)                 $   (18,840)
  Increase in Loans Payable - Officers                        --                 --                         18,673
  Repayment of Loans Payable - Officers                       --                 --                        (18,673)
  Increase in Note Payable                                  12,856               --                         12,856
  Increase in Loan Payable                                    --                 --                           --
  Proceeds From Sale of Common Stock                       592,199            557,082                    7,744,236
  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                  595,405            551,073                    7,313,239
                                                       -----------        -----------                  -----------

Increase (Decrease) In Cash and Cash Equivalents           112,573            175,212                      219,466

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

Cash and Cash Equivalents - Ending                     $   219,466        $   186,786                  $   219,466
                                                       ===========        ===========                  ===========


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

  Cash Paid For Income Taxes                           $       340        $       340                  $    26,503
                                                       ===========        ===========                  ===========


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


Issuance of Common Stock as Payment for Expenses       $    50,002        $      --                    $   164,314
                                                       ===========        ===========                  ===========


Issuance of Common Stock as Payment for Property
  and Equipment                                        $      --          $      --                    $     4,500
                                                       ===========        ===========                  ===========
</TABLE>




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

5
<PAGE>




                       LEADVILLE MINING AND MILLING CORP.
                         (A DEVELOPMENT STAGE ENTERPRISE
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2000
                                   (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.





6
<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  January 31, 2000  Compared to Three Months Ended January 31,
1999

     Results of Operations

During the second fiscal quarter, the Company continued, under the management of
Scott  Hazlett to  explore  and mine ore at the B-Zone  location.  Milling  also
continued on a limited basis subject to metallurgical testing, until mid January
2000 when,  milling was temporarily  suspended.  The mill continued to produce a
high pyrite concentrate containing gold and silver. The Company's  metallurgist,
Mr. Thomas Quigley worked to reduce the pyrite  content of the  concentrate  and
did fire  assays on ore  samples.  The mill  processed  ore from the 7-15 drift,
B-zone.  It also re-processed  pyrite  concentrates in order to elevate the gold
content. As a result, approximately 35 tons of pyrite concentrate was reduced to
approximately 7 tons. Its shipment to the ASARCO smelter is under consideration.

Serious  exploration  began  underground  in mid  January  2000  with  long hole
drilling and drifting at the 7-15 location.  Core drilling  commenced on the 5th
level  towards  the  Weston  fault on  February  15,  2000,  subsequent  to site
preparation, electrical cables in place and reassembly of the drilling rig.

The purpose of drilling is to identify  and outline ore for mining.  The initial
ore target is at the intersection of the Ibex #4 vein and the Weston Fault. Both
of these  structures  have hosted ore elsewhere in the  district.  The first and
second holes have encounted  hydrothermal  breccias  containing some sulfide ore
fragments  possibly  dislodged from a blind ore manto or vein.  These holes have
also tagged the margin of the Breece Hill intrusive stock. Further drilling will
probe for replacement  ore adjacent to these  breccias,  and also on the Ibex #4
vein. The drilling program is planned to consist of 16 holes totaling 8,000 feet
of core.

Longhole  drilling from 7th level is testing for  extensions of the Ibex #4 vein
between 6th and 7th levels in the southeast area of the mine. Development of the
715 drift has encountered  mineralization,  and additional  longhole drilling is
planned in this area.


7
<PAGE>

Computer  modeling,  using  Maptek's  Vulcan  software,  is used to compile  all
available property data and drilling results.

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
Hazlitt,  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
January 31, 2000 and 1999. There were de minimis  non-operating  revenues during
these  periods  of $222 and  $533,  respectively.  Mine  expenses  increased  by
$109,625  (approximately  109%)  from  $101,024  during the three  months  ended
January 31, 1999 to $210,649 during the three months ended January 31, 2000. The
increase in mine expenses  resulted  primarily from mine  development,  longhole
drilling, assaying and metallurgy.  Selling, general and administrative expenses
and depreciation  increased by $124,330 approximately (85%) from $147,094 during
the three  months  ended  January 31, 1999 to $271,424  during the three  months
ended.  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, the Company's net loss for
the three months ended  January 31, 2000 was  $482,021,  which was $234,266 more
(approximately 95%) than its loss of $247,755 for the three months ended January
31, 1999.

Liquidity and Capital Resources

As of January 31, 2000, the Company had a working  capital of $152,153  compared
to working  capital of $65,162 as of July 31,  1999.  This  $86,991  increase in
working  capitals  primarily was due to an increase in capital  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



8
<PAGE>

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.  To
date, the Company has not experienced any material problems  resulting from year
200 computer issues.


9

<PAGE>


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

     None.


Item 2.  Changes in Securities and Use of Proceeds


     During the quarter ended January 31, 2000, 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 November 1999,
     the Company sold an aggregate of 179,888 shares to ten  individuals  for an
     aggregate of $79,200.  In December  1999,  the Company sold an aggregate of
     309,571 shares to nine  individuals for an aggregate of $128,000 and issued
     25,958  shares to one  individual  for services  for an aggregate  value of
     $16,354.  In January 2000,  the Company sold an aggregate of 656,250 shares
     to fourteen  individuals  for an aggregate  of $248,500 and issued  178,000
     shares to four individuals for services for an aggregate value of $186,070.

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.



10
<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

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






Date:   March 21, 2000





11