SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

             [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended April 30, 1998

                                       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)

           Issuers 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 issuers classes of common
equity as of the latest practicable date.

       Class                                Outstanding at April 30, 1998
Common Stock, par value                           16,077,816 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  included all  adjustments  (consisting  only of normal  recurring
accruals)  which  management  considers  necessary for the fair  presentation of
results for the nine months ended April 30, 1998.

     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, 1997.

     The  results  reflected  for the nine  months  ended April 30, 1998 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
                                 APRIL 30, 1998
                                   (Unaudited)

                                     ASSETS
Current Assets:
  Cash                                                              $    16,785
  Loan Receivable                                                         2,640
  Other Current Assets                                                      349
                                                                    -----------
         Total Current Assets                                            19,774
                                                                    -----------
Property and Equipment (Net of
  Accumulated Depreciation of $348,736)                               1,356,915
                                                                    -----------

Other Assets:
  Mining Reclamation Bonds                                               11,000
  Security Deposit                                                        3,667
                                                                    -----------
Total Other Assets                                                       14,667
                                                                    -----------
Total Assets                                                        $ 1,391,356
                                                                    ===========

                       LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities:
  Accrued Expenses and Taxes                                        $    75,121
                                                                    -----------

Commitments and Contingencies

Stockholders Equity:
  Common Stock, Par Value $.001 Per Share;
    Authorized 150,000,000 shares; Issued and
    Outstanding 16,077,816 Shares                                        16,078
  Capital Paid In Excess of Par Value                                 7,441,399
  Deficit Accumulated in the Development Stage                       (6,141,242)
                                                                    -----------
            Total Stockholders Equity                                 1,316,235
                                                                    -----------
Total Liabilities and Stockholders' Equity                          $ 1,391,356
                                                                    ===========

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
                                          Three Months Ended              Nine Months Ended      September 17,1982
                                              April 30,                       April 30,             (Inception)
                                    ----------------------------    ----------------------------         To
                                        1998            1997            1998            1997       April 30, 1998  
                                    ------------    ------------    ------------    ------------   --------------
<S>                                 <C>             <C>             <C>             <C>             <C>         
Revenues:
  Interest Income                   $        187    $        192    $        630    $        606    $    708,864
  Miscellaneous                             --              --              --              --            24,706
                                    ------------    ------------    ------------    ------------    ------------

    Total Revenues                           187             192             630             606         733,570
                                    ------------    ------------    ------------    ------------    ------------

Costs and Expenses:
  Mine Expenses                          109,225          79,510         339,777         243,245       2,063,490
  Selling, General and
    Administrative Expenses               95,046         130,307         288,771         391,731       4,325,016
  Depreciation                             1,420           1,578           3,904           4,734         348,736
  Loss on Write-Off of
    Investment                              --              --              --              --            10,000

  Loss on Joint Venture                     --              --              --              --           101,700
                                    ------------    ------------    ------------    ------------    ------------

  Total Costs and
     Expenses                            205,691         211,395         632,452         639,710       6,848,942
                                    ------------    ------------    ------------    ------------    ------------


Loss Before Provision
  For Income Taxes                      (205,504)       (211,203)       (631,822)       (639,104)     (6,115,372)

Provision For Income
  Taxes                                      172            --             1,204             688          25,870
                                    ------------    ------------    ------------    ------------    ------------


Net Loss                            $   (205,676)   $   (211,203)   $   (633,026)   $   (639,792)   $ (6,141,242)
                                    ============    ============    ============    ============    ============



Net Loss Per Share                  $      (0.01)   $      (0.02)   $      (0.04)   $      (0.05)
                                    ============    ============    ============    ============

Average Common Shares Outstanding     15,908,794      13,722,543      15,326,085      13,318,502
                                    ============    ============    ============    ============
</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)

<TABLE>
<CAPTION>
                                                                                   For The Period
                                                                                 September 17, 1982
                                                            Nine Months Ended       (Inception)
                                                               April 30,                To
                                                      --------------------------   --------------
                                                         1998           1997       April 30, 1998   
                                                      -----------    -----------   --------------
<S>                                                   <C>            <C>            <C>         
Cash Flow From Operating Activities:
  Net Loss                                            $  (633,026)   $  (639,792)   $(6,141,242)
  Adjustments to Reconcile Net Loss to
    Net Cash Used By Operating Activities:
      Depreciation                                          3,904          4,734        348,736
      Loss on Write-Off of Investment                        --             --           10,000
      Loss From Joint Venture                                --             --          101,700
      Value of Common Stock Issued For Services            39,596         43,800      1,501,154
      Compensation Portion of Options Exercised            33,475        123,432        294,975
      Changes in Operating Assets and Liabilities:
        Decrease in Prepaid Expenses                         --           51,408           --
        (Increase) Decrease in Other Current Assets           627           (406)          (349)
        (Increase) in Security Deposit                       --             --           (3,667)
        Increase (Decrease) in Accrued Expenses
          and Taxes                                        19,211        (15,258)        75,121
                                                      -----------    -----------    -----------

Net Cash Used By Operating Activities                    (536,213)      (432,082)    (3,813,572)
                                                      -----------    -----------    -----------

Cash Flow From Investing Activities:
  Purchase of Property and Equipment                         --           (3,500)    (1,705,650)
  Investment in Joint Venture                                --             --         (101,700)
  Investment in Privately Held Company                       --             --          (10,000)
                                                      -----------    -----------    -----------

Net Cash Used By Investing Activities                        --           (3,500)    (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
                                                               Nine Months Ended         (Inception)
                                                                    April 30,                To
                                                           --------------------------   --------------
                                                              1998           1997       April 30, 1998
                                                           -----------    -----------   --------------
<S>                                                        <C>            <C>            <C>         
Cash Flow From Investing Activities:
  (Increase) Decrease in Loans Receivable                  $     3,186    $    (1,223)   $    (2,640)
  Proceeds of Loans Payable - Officers                            --             --           18,673
  Repayment of Loans Payable - Officers                           --           (9,673)       (18,673)
  Proceeds From Sale of Common Stock                           522,302        450,131      6,075,360
  Proceeds From Exercise of Options                               --            9,673           --
  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                      525,488        448,908      5,647,707
                                                           -----------    -----------    -----------

Increase (Decrease) In Cash                                    (10,725)        13,326         16,785

Cash - Beginning                                                27,510         34,857          --
                                                           -----------    -----------    -----------

Cash - Ending                                              $    16,785    $    48,183    $    16,785
                                                           ===========    ===========    ===========

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

  Cash Paid For Income Taxes                               $     1,204    $       688    $    25,319
                                                           ===========    ===========    ===========

Non-Cash Financing Activities:
  Issuances of Common Stock as Commissions
    on Sales of Common Stock                               $   101,860    $    35,765    $   211,557
                                                           ===========    ===========    ===========

Issuances of Common Stock as
  Payment For Expenses                                     $    39,596    $      --      $    46,562
                                                           ===========    ===========    ===========

Issuance 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.


                                      (6)
<PAGE>



                       LEADVILLE MINING AND MILLING CORP.
                         (A DEVELOPMENT STAGE ENTERPRISE
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 1998
                                   (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.

     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, 1997.

     Results of operations for interim periods are not necessarily indicative of
the results of operations for a full year.



                                      (7)
<PAGE>






Item 2.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operation

         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 and 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 increased by $29,715 (approximately 37.4%) from $79,510 during the
three  months  ended April 30, 1997 to $109,225  during the three  months  ended
April 30, 1998.  Management believes that this increase in mine expenses was due
primarily to an increase in labor costs, equipment, and supplies.

Selling, general and administrative expenses decreased by $35,261 (approximately
27.1%) from  $130,307  during the three  months  ended April 30, 1997 to $95,046
during the three  months  ended April 30, 1998.  Management  believes  that this
decrease in selling,  general and administrative expenses was due primarily to a
decrease in financial costs.

As a result of mine expense increases, and a decrease in the cost of selling and
administration,  the net loss decreased by $5,527 from $211,203 during the three
months ended April 30, 1997 to $205,676  during the three months ended April 30,
1998.

During the 3 months ended April 30, 1998,  the Company  completed  the 729 drift
and commenced  the  connecting  raise between the 7th and 5th levels.  The raise
project is proceeding  slowly due to the  instability  of the rock walls and the
danger posed to the men.



                                      (8)
<PAGE>


Sampling  and  assaying  of  veins in the 729  drift  provided  evidence  of the
northward  continuation  of B-Zone  mineralization  where,  high  grade gold was
encountered  at locations  T-1 and T-2. The 7th to 5th level raise is considered
to be the last phase of the operation prior to commercial operations.

Liquidity and Capital Resources

As of April 30, 1998,  the Company had a working  capital  deficiency of $55,347
defined as current  assets less  current  liabilities)  which  represents  a net
decrease in working  capital of $42,729 from January 31, 1998.  As was explained
in the Company's 10KSB, the Company is in a precarious  financial  condition and
there is no assurance  whatsoever that the Company will be able to continue as a
going  concern  or  that  any of its  plans  with  respect  to its  gold  mining
properties  will come to fruition.  The  Company,  in order to continue its mine
program  must obtain  substantial  financing.  While  management  is seeing such
financing  through joint venture  partners,  private placement of its shares and
other arrangements,  there is no assurance that management will succeed therein.
It should be  emphasized  that the  Company's  financial  condition has remained
critical  since the date of the last  10-KSB and that in order to  survive,  the
Company will need an infusion of capital within the near future.


                                      (9)
<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, 1998,  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 February  1998,  the Company
sold an aggregate of 116,794  shares to 9 individuals  for an aggregate  $50,166
and issued 71,428  shares to one  individual  for expenses of $25,000.  In March
1998, the Company sold an aggregate of 117,945  shares of 10 individuals  for an
aggregate  of $42,000 In April 1998,  the Company  sold an  aggregate of 140,462
shares to 8 individuals for an aggregate of $44,360.


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>




                                                                     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: June 15, 1998


                                      (11)