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 Six Months Ended JANUARY 31, 1997                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 January 31, 1997                        134,061,075
                                                               ===========


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
                                JANUARY 31, 1997
                                   (Unaudited)

                                     ASSETS

Current Assets:
  Cash ......................................................       $    31,059
  Prepaid Expense ...........................................             1,196
  Other Current Assets ......................................               386
                                                                    -----------
     Total Current Assets ...................................            32,641

Property and Equipment (Net of
  Accumulated Depreciation of $341,638) .....................         1,361,316
                                                                    -----------

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

Total Assets ................................................       $ 1,408,624
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accrued Expenses and Taxes ................................       $    73,961
  Loans Payable - Officers ..................................             9,673
                                                                    -----------
     Total Current Liabilities ..............................            83,634

Commitments and Contingencies

Stockholders' Equity:
  Common Stock, Par Value $.0001 Per Share;
    Authorized 150,000,000 shares; Issued and
    Outstanding 134,061,075 Shares ..........................            13,406
  Capital Paid In Excess of Par Value .......................         6,442,893
  Deficit Accumulated in the Development Stage ..............        (5,131,309)
                                                                    -----------
     Total Stockholders' Equity .............................         1,324,990

Total Liabilities and Stockholders' Equity ..................       $ 1,408,624
                                                                    ===========

The accompany 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                 Six Months Ended                    To
                                              January 31,                       January 31,             January 31, 1997
                                    ------------------------------    -----------------------------     ----------------
                                         1997             1996            1997              1996
                                    -------------    -------------    -------------    -------------
<S>                                 <C>              <C>              <C>              <C>              <C>          
Revenues:
  Interest Income ...............   $         194    $         176    $         414    $         499    $     707,808
  Miscellaneous .................            --               --               --               --             23,483
                                    -------------    -------------    -------------    -------------    -------------

    Total Revenues ..............             194              176              414              499          731,291
                                    -------------    -------------    -------------    -------------    -------------

Costs and Expenses:
  Mine Expenses .................          73,734           59,475          163,735           90,119        1,569,307
  Selling, General and
    Administrative Expenses .....          66,256           89,679          261,424          135,968        3,815,289
  Depreciation ..................           1,216            1,936            3,156            3,484          341,638
  Loss on Write-Off of
    Investment ..................            --               --               --               --             10,000
  Loss on Joint Venture .........            --               --               --               --            101,700
                                    -------------    -------------    -------------    -------------    -------------

  Total Costs and
     Expenses ...................         141,206          151,090          428,315          229,571        5,837,934
                                    -------------    -------------    -------------    -------------    -------------

Loss Before Provision
  For Income Taxes ..............        (141,012)        (150,914)        (427,901)        (229,072)      (5,106,643)

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

Net Loss ........................   $    (141,012)   $    (150,914)   $    (428,589)   $    (230,972)   $  (5,131,309)
                                    =============    =============    =============    =============    =============


Net Loss Per Share ..............   $        (.00)   $        (.00)   $        (.00)   $        (.00)
                                    =============    =============    =============    =============

Average Common Shares Outstanding     132,804,988      114,299,677      132,612,947      114,649,275
                                    =============    =============    =============    =============
</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             
                                                          Six Months Ended          September 17, 1982
                                                             January 31,              (Inception)
                                                     ----------------------------         To
                                                        1997             1996       January 31, 1997
                                                     ---------      -------------  ------------------
<S>                                                  <C>            <C>            <C>         
Cash Flow From Operating Activities:
  Net Loss .......................................   $  (428,589)   $  (230,972)   $(5,131,309)
  Adjustments to Reconcile Net Loss to
    Net Cash Used By Operating Activities:
      Depreciation ...............................         3,156          3,484        341,638
      Loss on Write-Off of Investment ............          --             --           10,000
      Loss From Joint Venture ....................          --             --          101,700
      Value of Common Stock Issued For Services ..         3,858         68,805      1,258,303
      Compensation Portion of Options Exercised ..        98,000           --          359,500
      Changes in Operating Assets and Liabilities:
        (Increase) Decrease in Prepaid Expenses ..        50,212            672         (1,196)
        (Increase) in Other Current Assets .......          (179)          (145)          (386)
        (Increase) in Security Deposit ...........          --             --           (3,667)
        Increase (Decrease) in Accrued Expenses
           and Taxes .............................         4,155        (63,685)        73,961
                                                     -----------    -----------    -----------

Net Cash Used By Operating Activities ............      (269,387)      (221,841)    (2,991,456)
                                                     -----------    -----------    -----------

Cash Flow From Investing Activities:
  Purchase of Property and Equipment .............        (3,500)        (5,987)    (1,698,453)
  Investment in Joint Venture ....................          --             --         (101,700)
  Investment in Privately Held Company ...........          --             --          (10,000)
                                                     -----------    -----------    -----------

Net Cash Used By Investing Activities ............        (3,500)        (5,987)    (1,810,153)
                                                     -----------    -----------    -----------
</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
                                                                 Six Months Ended         September 17, 1982
                                                                    January 31,              (Inception)
                                                           --------------------------             To
                                                               1997          1996         January 31, 1997
                                                           -----------    -----------    ------------------
<S>                                                        <C>            <C>            <C>      
Cash Flow From Investing Activities:
  (Increase) Decrease in Loans Receivable ..............   $     7,908    $      (749)   $      --
  Increase in Loans Payable - Officers .................          --             --           18,673
  Repayment of Loans Payable - Officers ................          --           (7,000)        (9,000)
  Proceeds From Sale of Common Stock ...................       261,181        235,600      5,248,008
  Commissions on Sale of Common Stock ..................          --             --           (5,250)
  Expenses of Initial Public Offering ..................          --             --         (408,763)
  Combined Purchase of Certificate of Deposit-Restricted          --             --           (5,000)
  Combined Purchase of Mining Reclamation Bond .........          --             --           (6,000)
                                                           -----------    -----------    -----------

Net Cash Provided By Financing Activities ..............       269,089        227,851      4,832,668
                                                           -----------    -----------    -----------

Increase (Decrease) In Cash and Cash Equivalents .......        (3,798)            23         31,059

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

Cash and Cash Equivalents - Ending .....................   $    31,059    $    11,291    $    31,059
                                                           ===========    ===========    ===========

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 ...........................   $    24,297    $    14,250    $    94,082
                                                           ===========    ===========    ===========

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.



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-QSB for the Quarter  ended October 31, 1996 and Form 10-KSB for quarter ended
July 31, 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 January 31,
1997 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,  1997,  the Company  had a negative  working  capital of
$40,993 (defined as current assets less current  liabilities) which represents a
net  increase  in working  capital of $659.00  from  October  31,  1996.  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 pogrom 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 neared completion on the Hunter, second exit shaft during
this Fiscal quarter. The shaft is now open the 7th level. Dividers,  ladders and
landings  are near the bottom of the shaft.  Elevator  guides are now nearly all
installed.

     The Hunter hoist  facility is completed  and  operational.  The  electrical
generating plant is tested and operational.

     The  Hunter   7th  level  is  fully   rehabilitated.   Sulfide   and  oxide
mineralization is abundant on this level.
<PAGE>


     Exploration   by  long-hole   drilling  on  the  seventh  level  has  shown
indications  of  possible  large  amounts  of high  grade  gold  mineralization.
Exploration in continuing.

     During  this fiscal  quarter,  the Company  began  initial,  low level mine
production. The Company's mill is expected to commence processing ore during the
late Spring.
<PAGE>


                       LEADVILLE MINING AND MILLING CORP.
                         (A DEVELOPMENT STAGE ENTERPRISE
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 1997
                                   (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 to external  factors  which are
beyond the control of the Company.
<PAGE>


                                   FORM 10-QSB



                                   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: March 24, 1996