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, 1999

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the transition period from _________ to

                         Commission File Number: 0-13078

                      LEADVILLE MINING 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)

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

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

                       Yes    X                   No

Indicate the number of shares outstanding of each the issuer's classes of common
equity as of the latest practicable date.

    Class                                       Outstanding  at January 31, 1999

Common Stock, par value                                18,818,371 Shares
  $.001 per share

Transitional Small Business Format (check one);  Yes___       No   X 




<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

     The  accompanying  financial  statements  are  unaudited  for  the  interim
periods,  but  include  all  adjustments  (consisting  only of normal  recurring
accruals)  which  management  considers  necessary for the fair  presentation of
results for the three and six months ended January 31, 1999.

     Moreover,  these  financial  statements do not purport to contain  complete
disclosure in conformity  with  generally  accepted  accounting  principles  and
should be read in conjunction with the Company's  audited  financial  statements
at, and for the fiscal year ended July 31, 1998.

     The results  reflected  for the three and six months ended January 31, 1999
are not necessarily indicative of the results for the entire fiscal year.



                                      -2-

<PAGE>


                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                  BALANCE SHEET
                                JANUARY 31, 1999
                                   (Unaudited)


                                     ASSETS

Current Assets:
  Cash and Cash Equivalents                                         $   186,786
  Loan Receivable                                                        14,499
  Other Current Assets                                                      632
                                                                    -----------
         Total Current Assets                                           201,917
                                                                    -----------

Property and Equipment (Net of
  Accumulated Depreciation of $352,816)                               1,352,835
                                                                    -----------

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

Total Assets                                                        $ 1,569,419
                                                                    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities:
  Accrued Expenses and Taxes                                        $    37,962
                                                                    -----------

Commitments and Contingencies

Stockholders' Equity:
  Common Stock, Par Value $.001 Per Share;
    Authorized 150,000,000 shares; Issued and
    Outstanding 18,818,371 Shares                                        18,818
  Capital Paid In Excess of Par Value                                 8,248,477
  Deficit Accumulated in the Development Stage                       (6,735,838)
                                                                    ----------- 
         Total Stockholders' Equity                                   1,531,457
                                                                    -----------

Total Liabilities and Stockholders' Equity                          $ 1,569,419
                                                                    ===========




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


                                      -3-


<PAGE>


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


<TABLE>
<CAPTION>
                                                                                                                  
                                                                                                                    For The Period  
                                                                                                                  September 17, 1982
                                                                                                                      (Inception)   
                                                 Three Months Ended                    Six Months Ended                    To       
                                                     January 31,                          January 31,              January 31, 1999 
                                               ----------------------               ---------------------          ---------------- 
                                               1999              1998               1999             1998     
                                               ----              ----               ----             ----     
<S>                                        <C>               <C>               <C>               <C>               <C>
Revenues:
  Interest Income                          $        533      $        226      $        731      $        442      $    709,842
  Miscellaneous                                    --                --                 300              --              25,506
                                           ------------      ------------      ------------      ------------      ------------

    Total Revenues                                  533               226             1,031               442           735,348
                                           ------------      ------------      ------------      ------------      ------------
Costs and Expenses:
  Mine Expenses                                 101,024           115,017           193,511           230,721         2,332,860
  Selling, General and
    Administrative Expenses                     145,763           116,511           224,959           193,555         4,647,436
  Depreciation                                    1,331             1,242             2,662             2,484           352,816
  Loss on Write-Off of
    Investment                                     --                --                --                --              10,000
  Loss on Joint Venture                            --                --                --                --             101,700
                                           ------------      ------------      ------------      ------------      ------------

  Total Costs and
     Expenses                                   248,118           232,770           421,132           426,760         7,444,812
                                           ------------      ------------      ------------      ------------      ------------

Loss Before Provision
  For Income Taxes                             (247,585)         (232,544)         (420,101)         (426,318)       (6,709,464)

Provision For Income
  Taxes                                             170               344               340             1,032            26,374
                                           ------------      ------------      ------------      ------------      ------------

Net Loss                                   $   (247,755)     $   (232,888)     $   (420,441)     $   (427,350)     $ (6,735,838)
                                           ============      ============      ============      ============      ============ 

Net Loss Per Share                         $       (.01)     $      (0.02)     $       (.02)     $      (0.03)
                                           ============      ============      ============      ============ 

Average Common Shares Outstanding            18,254,739        15,392,596        18,090,732        15,034,730
                                           ============      ============      ============      ============ 
</TABLE>


                                      -4-


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   
                                                                                                                September 17, 1982 
                                                                                                                    (Inception)    
                                                                                 Six Months Ended                        To        
                                                                                     January 31,                  January 31, 1999  
                                                                              ------------------------            ----------------  
                                                                              1999                1998                         
                                                                              ----                ----      
<S>                                                                         <C>                <C>                  <C>
Cash Flow From Operating Activities:
  Net Loss                                                                  $(420,441)         $(427,350)           $(6,735,838)
  Adjustments to Reconcile Net Loss to
    Net Cash Used By Operating Activities:
      Depreciation                                                              2,662              2,484                352,816
      Loss on Write-Off of Investment                                            --                 --                   10,000
      Loss From Joint Venture                                                    --                 --                  101,700
      Value of Common Stock Issued For Services                                12,500             14,596              1,599,570
      Compensation Portion of Options Exercised                                52,500             33,475                314,000
      Changes in Operating Assets and Liabilities:
        (Increase) Decrease in Other Current Assets                              (448)               776                   (632)
        (Increase) in Security Deposit                                           --                 --                   (3,667)
        Increase (Decrease) in Accrued Expenses and
          Taxes                                                               (22,634)             7,835                 37,962
                                                                            ---------          ---------            ----------- 

Net Cash Used By Operating Activities                                        (375,861)          (368,184)            (4,324,089)
                                                                            ---------          ---------            ----------- 

Cash Flow From Investing Activities:
  Purchase of Property and Equipment                                             --                 --               (1,705,650)
  Investment in Joint Venture                                                    --                 --                 (101,700)
  Investment in Privately Held Company                                           --                 --                  (10,000)
                                                                            ---------          ---------            ----------- 

Net Cash Used By Investing Activities                                            --                 --               (1,817,350)
                                                                            ---------          ---------            ----------- 
</TABLE>


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


                                      -5-

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                                             For The Period   
                                                                                                           September 17, 1982 
                                                                                                               (Inception)    
                                                                        Six Months Ended                            To        
                                                                            January 31,                      January 31, 1999  
                                                                     ------------------------                ----------------  
                                                                     1999                1998                         
                                                                     ----                ----      
<S>                                                               <C>                <C>                       <C>         
Cash Flow From Investing Activities:
  (Increase) Decrease in Loans Receivable                         $  (6,009)         $   3,252                 $   (14,499)
  Increase in Loans Payable - Officers                                 --                 --                        18,673
  Repayment of Loans Payable - Officers                                --                 --                       (18,673)
  Proceeds From Sale of Common Stock                                557,082            385,775                   6,767,737
  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                           551,073            389,027                   6,328,225
                                                                  ---------          ---------                 -----------
                                                                                                        
Increase (Decrease) In Cash and Cash Equivalents                    175,212             20,843                     186,786
                                                                                                        
Cash and Cash Equivalents - Beginning                                11,574             27,510                        --   
                                                                  ---------          ---------                 -----------
                                                                                                        
Cash and Cash Equivalents - Ending                                $ 186,786          $  48,353                 $   186,786
                                                                  =========          =========                 ===========
                                                                                                        
Supplemental Cash Flow Information:                                                                     
  Cash Paid For Interest                                          $    --            $    --                          --   
                                                                  =========          =========                 ===========
                                                                                                        
  Cash Paid For Income Taxes                                      $     340          $     344                 $    25,823
                                                                  =========          =========                 ===========
                                                                                                        
Non-Cash Financing Activities:                                                                          
  Issuances of Common Stock as Commissions                                                              
    on Sales of Common Stock                                      $  14,000          $ 101,860                 $   240,421
                                                                  =========          =========                 ===========
                                                                                                        
Issuance of Common Stock For                                                                            
  Acquisition of Property and Equipment                           $    --            $    --                   $     4,500
                                                                  =========          =========                 ===========
</TABLE>


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


                                      -6-


<PAGE>


                       LEADVILLE MINING AND MILLING CORP.
                         (A DEVELOPMENT STAGE ENTERPRISE
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 1999
                                   (Unaudited)


NOTE 1 - Basis of Presentation

     In the  opinion  of  the  Company,  the  accompanying  unaudited  financial
statements   reflect  all  adjustments  (which  include  only  normal  recurring
adjustments)  necessary to present  fairly the  financial  position,  results of
operations  and cash flows for the  periods  presented.  

     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.

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.

Results of Operations

Once again the Company generated no revenues from operations because the Company
has yet to  commence  mining  activities.  Mine  expenses  decreased  by $13,993
(approximately  12.2%) from  $115,017  during the three months ended January 31,
1998 to $101,024  during the three  months ended  January 31,  1999.  Management
believes that this decrease in mine expenses was due primarily to the lower cost
of work in progress.  Selling,  general and administrative expenses increased by
$29,252  (approximately  25.1%)  from  $116,511  during the three  months  ended
January 31, 1998 to $145,763  during the three  months  ended  January 31, 1999.
Management  believes that this increase was due primarily to the increased  cost
of raising capital.

As a result of the increased selling,  general and administrative  expenses, the
net loss  increased by $14,867  (approximately  6.4%) from  $232,888  during the
three  months ended  January 31, 1998 to $247,755  during the three months ended
January 31, 1999.

                                      -7-

<PAGE>

During the quarter  ended January 31, 1999,  the Company  completed the vertical
raise to connect the 5th and 7th levels and, the connecting  passageway  between
the  top of the  raise  and  the  5th  level  tunnel.  All  other  minor  safety
requirements, preparatory to mining were also completed; fire retardant painting
of Hunter shaft timbers,  toeholds and steps, landings in Hunter raise, gates on
shaft.

The Company has, at present,  approximately 126,200 tons of mineralized material
containing varied amounts of gold,  silver,  lead, zinc and copper. The possible
mineral  potential  of all the  Company's  properties,  as  indicated  by  Scott
Hazlett,  Consulting Geologist, ranges up to 5,000,000 tons. The Company to date
has  completed  only  limited  exploration  of the  Hopemore  7 and 6 level  (by
crosscut,  raise,  drift, and drill).  Stopes,  chutes,  ore passes and handling
facilities are now operational. The Company entered into limited mining on March
4, 1999 on levels 6 and 7 at a rate of 25-30 tons per day. As the mining program
becomes more firmly established,  the mined tonnage is expected to rise. Milling
is expected to commence before the end of March. To operate the mine and mill on
a four-month  basis would cost an estimated  $350,000.  Cash flow is anticipated
(but cannot be assured) during the fifth month after  commencement of mining and
milling.  We anticipate  that products from the operation will yield gold (dore'
bars), silver, lead concentrate, copper concentrate.

With regards to all estimates of mineral  tonnage,  additional  geologic work is
needed before a conclusion  can be made that it is commercial  materiel or, that
ore exists.

Liquidity and Capital Resources

As of January 31, 1999, the Company had working capital of $163,955  (defined as
current  assets less  current  liabilities)  which  represents a net increase in
working  capital of $204,303 from the working capital deficit of $40,348 at July
31, 1998.  This increase in working  capital is a result of funds  received from
the private sale of  securities.  As was explained in the Company's 1998 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
additional financing.  While management is seeing such financing through private
placement of its shares,  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-QSB  and  that in order to
survive,  the Company  will need an infusion of capital  within the near future.
The Company  plans to raise  capital  through  private  placement of its shares.
Management is aware of potential  investors who may purchase such shares.  There
is however no assurance that any shares will be sold.

Environmental Issues

Management  does not  expect  that  environmental  issues  will have an  adverse
material  effect on the  Company's  liquidity  or  earnings.  Before  any mining
development or mining  exploration or construction of milling  facilities  could
begin, it was necessary to meet all  environmental  requirements  and to satisfy
the regulatory  agencies in Colorado that the Company's proposed procedures fell
within the boundaries of sound environmental  practice. The Company is bonded to
insure  procedures  and  reclamation  of any areas  disturbed  by the  Company's
activities.  In 1997,  the Mined Land  Reclamation  Board reviewed the Company's
permit and bond and determined  that an increase in the bond was  necessary.  At
that time, the Company placed an additional  $6,000 in escrow against any future
indemnity.


                                      -8-

<PAGE>

Part of the Leadville  Mining  District was declared a Superfund  site.  Several
mining  companies  and one  individual  were  declared  defendants in a possible
lawsuit.  The Company was not named a defendant or Possible  Responsible  Party.
The Company did  respond in full detail to a lengthy  questionnaire  prepared by
the Environmental  Protection  Agency ("EPA")  regarding the Company's  proposed
procedures and past activities in November 1990. To the Company's knowledge, the
EPA has initiated no further comments or questions.

The Company  does  include in all its internal  revenue and cost  projections  a
certain amount for environmental and reclamation costs on an ongoing basis. This
amount is determined at a fixed amount of $1.50 per ton of material to be milled
on a continual,  ongoing basis to provide for further tailing disposal sites and
to reclaim the  tailings  disposal  sites in use.  At this time,  there does not
appear to be any environmental  costs to be incurred by the Company beyond those
already   addressed  above.  No  assurance  can  be  given  that   environmental
regulations  will not be changed in a manner  that  would  adversely  affect the
Company's planned operations.

Year 2000 Computer Issue 

At the present, and for the foreseeable future, management does not believe that
computers will play a material role in the company's operations. At present, the
Company  only  uses  computers  for  simple  tasks  such  as  word   processing.
Accordingly,  management  does not believe that the potential year 2000 computer
problem will materially affect the Company's current or planned  operations.  If
and when the Company commences mining and milling  operations,  it will interact
with outside  entities such as suppliers,  smelters,  refiners,  and  government
agencies.  The  Company is unable to predict  whether  the  potential  year 2000
computer problem will adversely affect these entities.  It is conceivable,  that
if one or more of these  entities is adversely  affected by the  potential  year
2000 computer  problem,  the Company's  operations  might be adversely  affected
also.


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     None

Item 2. Changes in Securities and Use of Proceeds

     During the quarter ended January 31, 1999, the Company issued the following
shares of its common stock pursuant to the exemption from registration  provided
by Section 4(2) of the  Securities  Act of 1933. In November  1998,  the Company
sold an aggregate of 291,716  shares to twelve  individuals  for an aggregate of
$86,660.  In December  1998,  the Company sold an aggregate of 232,026 shares to
nine individuals for an aggregate of $74,500.  In January 1999, the Company sold
an  aggregate  of  268,833  shares to eleven  individuals  for an  aggregate  of
$121,437  and issued  350,000  shares to one  individual  for  exercise of stock
option for an aggregate value of $87,500.

                                      -9-


<PAGE>

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.




                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereto duly authorized.



                                      LEADVILLE MINING & MILLING CORP.
                                                Registrant



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




Date:   March 17,  1999


                                      -10-