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 April 30, 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 April 30, 2000

  Common Stock, par value                           22,630,580 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 nine months ended April 30, 2000.

     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, 1999.

     The results  reflected  for the three and nine months  ended April 30, 2000
are not necessarily indicative of the results for the entire fiscal year.


<PAGE>


                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                  BALANCE SHEET
                                 APRIL 30, 1999
                                   (Unaudited)

                                     ASSETS

Current Assets:
  Cash and Cash Equivalents                                        $     77,424
  Loan Receivable                                                         9,850
  Other Current Assets                                                    3,270
                                                                   ------------
         Total Current Assets                                            90,544
                                                                   ------------

Property and Equipment (Net of
  Accumulated Depreciation of $359,468)                               1,346,183
                                                                   ------------

Other Assets:
  Mining Reclamation Bonds                                               35,550
  Security Deposit                                                        3,667
                                                                   ------------
         Total Other Assets                                              39,217
                                                                   ------------

Total Assets                                                       $  1,475,944
                                                                   ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities:
  Accrued Expenses and Taxes                                       $     55,825
  Note Payable - Current Portion                                          4,408
                                                                   ------------
         Total Current Liabilities                                       60,233

Long-Term - Net of Current Portion                                        6,810
                                                                   ------------

         Total Liabilities                                               67,043

Commitments and Contingencies

Stockholders' Equity:
  Common Stock, Par Value $.001 Per Share;
    Authorized 150,000,000 shares; Issued and
    Outstanding 22,630,580 Shares                                        22,631
  Capital Paid In Excess of Par Value                                10,881,741
  Deficit Accumulated in the Development Stage                       (9,495,471)
                                                                   ------------
         Total Stockholders' Equity                                   1,408,901
                                                                   ------------

Total Liabilities and Stockholders' Equity                         $  1,475,944
                                                                   ============


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


<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                 Nine Months Ended                  To
                                                       April 30,                           April 30,              April  30, 2000
                                            ------------------------------      ------------------------------    ---------------
                                                2000              1999              2000             1999
                                            ------------      ------------      ------------      ------------
<S>                                         <C>                <C>              <C>               <C>               <C>
Revenues:
  Interest Income                           $        415       $      --        $        881      $        686      $    710,911
  Miscellaneous                                     --                --                 400               300            26,206
                                            ------------      ------------      ------------      ------------      ------------

    Total Revenues                                   415              --               1,281               986           737,117
                                            ------------      ------------      ------------      ------------      ------------

Costs and Expenses:
  Mine Expenses                                  185,869           286,673           556,728           324,662         3,182,807
  Selling, General and
    Administrative Expenses                      309,631           611,550           655,378           992,186         6,551,089
  Depreciation                                     1,331             1,331             3,992             3,993           359,468
  Loss on Write-Off of
    Investment                                      --                --                --                --              10,000
  Loss on Joint Venture                             --                --                --                --             101,700
                                            ------------      ------------      ------------      ------------      ------------

  Total Costs and
     Expenses                                    496,831           899,554         1,216,098         1,320,841        10,205,064
                                            ------------      ------------      ------------      ------------      ------------


Loss Before Provision
  For Income Taxes                              (496,416)         (899,554)       (1,214,817)       (1,319,855)       (9,467,947)

Provision For Income
  Taxes                                              470               170               810               510            27,524
                                            ------------      ------------      ------------      ------------      ------------


Net Loss                                    $   (496,886)     $   (899,724)     $ (1,215,627)     $ (1,320,365)     $ (9,495,471)
                                            ============      ============      ============      ============      ============


Net Loss Per Share                          $      (0.02)     $      (0.05)     $       (.06)     $      (0.07)
                                            ============      ============      ============      ============

Average Common Shares Outstanding             22,389,935        19,443,654        21,266,961        18,355,198
                                            ============      ============      ============      ============
</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
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                    For The Period
                                                                    Nine Months Ended             September 17, 1982
                                                                        April  30,                    (Inception)
                                                            --------------------------------              To
                                                               2000                  1999           April 30, 2000
                                                            -----------          -----------        --------------
<S>                                                         <C>                  <C>                  <C>
Cash Flow From Operating Activities:
  Net Loss                                                  $(1,215,627)         $(1,320,365)         $(9,495,471)
  Adjustments to Reconcile Net Loss to
    Net Cash Used By Operating Activities:
      Depreciation                                                3,992                3,993              359,468
      Loss on Write-Off of Investment                              --                   --                 10,000
      Loss From Joint Venture                                      --                   --                101,700
      Value of Common Stock Issued For Services                  77,502              100,217            1,941,401
      Compensation Portion of Options Exercised                 329,422              642,024            1,437,346
      Changes in Operating Assets and Liabilities:
        Decrease in Prepaid Expenses                               --                   --                   --
        (Increase) Decrease in Other Current Assets                (805)                (353)              (3,270)
        (Increase) in Security Deposit                             --                   --                 (3,667)
        Increase (Decrease) in Accrued Expenses
           and Taxes                                              2,439              (28,109)              55,825
                                                            -----------          -----------          -----------

Net Cash Used By Operating Activities                          (803,077)            (602,593)          (5,596,668)
                                                            -----------          -----------          -----------

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.


<PAGE>




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

<TABLE>
<CAPTION>
                                                                                                   For The Period
                                                                 Nine Months Ended               September 17, 1982
                                                                     April  30,                      (Inception)
                                                         --------------------------------                To
                                                            1999                 2000              April 30, 2000
                                                         -----------          -----------          --------------
<S>                                                      <C>                  <C>                  <C>
Cash Flow From Financing Activities:
  Increase in Loans Receivable                           $      (660)         $    (2,129)         $    (9,850)
  Increase of Loans Payable - Officers                          --                   --                 18,673
  Repayment of Loans Payable - Officers                         --                   --                (18,673)
  Increase in Notes Payable                                   11,218                 --                 11,218
  Proceeds From Sale of Common Stock                         787,600              825,382            7,939,637
  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                        (24,550)                --                (30,550)
                                                         -----------          -----------          -----------

Net Cash Provided By Financing Activities                    773,608              823,253            7,491,442
                                                         -----------          -----------          -----------

Increase (Decrease) In Cash and Cash Equivalents             (29,469)             220,660               77,424

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

Cash and Cash Equivalents - Ending                       $    77,424          $   232,234          $    77,424
                                                         ===========          ===========          ===========

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

  Cash Paid For Income Taxes                             $       810          $       510          $    26,973
                                                         ===========          ===========          ===========

Non-Cash Financing Activities:
  Issuances of Common Stock as Commissions
    on Sales of Common Stock                             $    19,120          $    94,159          $   339,700
                                                         ===========          ===========          ===========

Issuances of Common Stock as
  Payment For Expenses                                   $    77,502          $    13,684          $   191,814
                                                         ===========          ===========          ===========

Issuance of Common Stock For
  Acquisition of Property and Equipment                  $      --            $      --            $     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
                                 APRIL 30, 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.

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 April 30, 2000 Compared to Three Months Ended April 30, 1999

     Results of Operations

During  the  third  fiscal  quarter  ended  April 30,  2000,  we  continued  the
core-drilling program at the Hopemore mine in search of economic bodies of gold.

We drilled  from the 5th level  station  directed  towards ore  targets  that we
believed to be of superior  quality.  We  completed  and assayed  samples from a
total of nine core holes.  Assaying  was  performed  by Cone  Geochemical  Inc.,
Lakewood, Colorado, an independent assayer.


<PAGE>

We encountered  significant gold indications in the following core holes HM 5-3,
237'-247',  .197 oz. gold, 6.77 oz. silver, HM 5-8, 225'-231'-.331 oz. gold, .92
oz. silver, 250'-253'-.144 oz. gold, .29 oz. silver; HM 5-9, 252'-256', .103 oz.
gold, 2.41 oz silver, 250'-254'-.20 oz gold, .11 oz. silver, 464'-484, 5-.187 oz
gold, 1.73 oz. silver;  SL-RB,  widths - 5', .204 oz. gold, 4.16 oz. silver,  5'
 .366 oz. gold,  1.66 oz silver,  10'-1.30 oz. gold, 8 oz. silver,  15'-. 118 oz.
gold, 1.98 oz. silver. We are continuing core drilling on the 5th level but will
soon be directed  from a station on the 7th level.  The above grades of precious
metals and the locations in the core hole give  indications  of possible ore and
where to look for it. We also are  conducting  long  hole  drilling  at  various
locations on the 7th level.  We plan to conduct instep drilling and tunneling to
explore gold rich  intersections  discovered  by core hole drilling to determine
grade and tonnage.  The .7L428S drift (tunnel) continues in the direction of the
Silica stope. Accordingly,  we believe that this location is a prime environment
for  large-scale  gold  mineralization.   Gold  in  the  Leadville  district  is
historically often associated with strong silica (quartz) mineralization.

We utilize computer  modeling,  using Maptek's Vulcan  software,  to compile all
available property data and drilling results.

At  present,  we  have  approximately   126,200  tons  of  mineralized  material
containing varied amounts of gold,  silver,  lead, zinc and copper. The possible
mineral  potential of all of our properties,  as indicated by Scott Hazlitt,  in
1993.  Although  Mr.  Hazlitt  is  now  employed  by us,  he was an  independent
consulting geologist at the time of his report,  ranges up to 5,000,000 tons. To
date, we have 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.

We generated no revenues from operations during the three months ended April 30,
2000 and 1999.  There were de minimis  non-operating  revenues  during the three
months ended April 30, 2000 of $415.

Mine expenses decreased by $100,804  (approximately  35.2%) from $286,673 during
the three months ended April 30, 1999 to $185,869  during the three months ended
April 30, 2000. The decrease in mine expenses  resulted  primarily from the shut
down of the milling operations in January 2000. We stopped milling operation due
to the difficulty in processing  high pyrite ore and to permit us to concentrate
on exploration.

Selling, general and administrative expenses decreased by $301,919 approximately
(49.4%) from  $611,550  during the three months ended April 30, 1999 to $309,631
during the three months ended April 30, 2000.  The decrease in selling,  general
and administrative expenses resulted primarily from

     o    a reduction of activities to permit us to primarily focus on drilling;

     o    a  decrease  in the  cost  of  capital  funding  and in  non-operating
          expenses at the Hopemore mine; and

     o    a change of direction under new operating  management  headed by Scott
          Hazlitt at the mine site.

As a  result,  our net  loss for the  three  months  ended  April  30,  2000 was
$496,886,  which  was  $402,838  less  (approximately  44.8%)  than  our loss of
$899,724 for the three months ended April 30, 1999.

<PAGE>

Liquidity and Capital Resources

As of April 30,  2000,  we had  working  capital of $30,311  compared to working
capital of $65,162 as of July 31,  1999 and  working  capital of  $210,903 as of
April 30, 1999.  These  decreases  in working  capital  primarily  were due to a
decrease in capital funding. As we explained in our annual report on form 10-KSB
for the fiscal  year  ended  July 31,  1999,  we are in a  precarious  financial
condition.  We cannot  assure  whatsoever  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 joint venture
partners,  private  placement  of our shares and other  arrangements,  we cannot
assure that we will succeed.  We must emphasize that our financial condition has
remained  critical  since the date of our last annual  report on form 10-KSB and
that in order to survive, we most likely will need an infusion of capital within
the near future.


<PAGE>


Environmental Issues

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, we were required
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 activities in 1997, the 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.  The State of Colorado  determined that our existing bond was
too low. Accordingly, in March 2000, we increased the bond by $24,550.

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 Possible  Responsible  Party.  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.


<PAGE>


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     None.

Item 2.  Changes in Securities and Use of Proceeds

     During the quarter ended April 30, 2000, 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 February  2000, we sold an
     aggregate  of  193,806  shares  to five  individuals  for an  aggregate  of
     $84,900.In  March 2000,  we sold an  aggregate  of 219,644  shares to seven
     individuals  for an  aggregate  of  $85,000.  In  April  2000,  we  sold an
     aggregate of 77,000 shares to three individuals for an aggregate of $18,000
     and issued 30,000 shares to two  individuals  for expenses and services for
     an aggregate value of $10,500.

Item 3.  Defaults Upon Senior Securities

     None.

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

     We held our annual shareholders' meeting on April 5, 2000. At that meeting:

     o    Gifford A. Dieterle resigned as secretary; Robert Roningen was elected
          as secretary and Jeffrey Pritchard was elected Vice President;

     o    the following persons were elected to the Board of Directors:  Gifford
          A. Dieterle,  Jack V. Everett,  Jeffrey Pritchard and Robert Roningen;
          and

     o    Wolinetz,  Gottlieb & Lafazan,  P.C.  was  ratified  as the auditor to
          audit our  financial  statements  for the fiscal  year ending July 31,
          2001.

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 CORPORATION
                                           Registrant


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


Date:   June 13, 2000