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, 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                         (IRS 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) 344-2785

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 the issuer's classes of common
equity as of the latest practicable date.

               Class                           Outstanding at April 30, 1999
               -----                           -----------------------------
Common Stock, par value                              19,774,040 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 nine months ended April 30, 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 nine months  ended April 30, 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
                                 APRIL 30, 1999
                                   (Unaudited)


                                     ASSETS

Current Assets:
  Cash and Cash Equivalents                                         $   232,234
  Loan Receivable                                                        10,619
  Other Current Assets                                                      537
                                                                    -----------
         Total Current Assets                                           243,390
                                                                    -----------
Property and Equipment (Net of
  Accumulated Depreciation of $354,147)                               1,351,504
                                                                    -----------

Other Assets:
  Mining Reclamation Bonds                                               11,000
  Security Deposit                                                        3,667
                                                                    -----------
         Total Other Assets                                              14,667
                                                                    -----------
Total Assets                                                        $ 1,609,561
                                                                    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities:
  Accrued Expenses and Taxes                                        $    32,487
                                                                    -----------

Commitments and Contingencies

Stockholders' Equity:
  Common Stock, Par Value $.001 Per Share;
    Authorized 150,000,000 shares; Issued and
    Outstanding 19,774,040 Shares                                        19,774
  Capital Paid In Excess of Par Value                                 9,193,062
  Deficit Accumulated in the Development Stage                       (7,635,762)
                                                                    -----------
         Total Stockholders' Equity                                   1,577,074
                                                                    -----------

Total Liabilities and Stockholders' Equity                          $ 1,609,561
                                                                    ===========




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
                                             1999               1998               1999               1998          April 30, 1999
                                         ------------       ------------       ------------       ------------      --------------
<S>                                      <C>                <C>                <C>                <C>                <C>
  Revenues:
    Interest Income                      $       --         $        187       $        686       $        630       $    709,797
    Miscellaneous                                --                 --                  300               --               25,506
                                         ------------       ------------       ------------       ------------       ------------

      Total Revenues                             --                  187                986                630            735,303
                                         ------------       ------------       ------------       ------------       ------------

  Costs and Expenses:
    Mine Expenses                             286,873            109,225            324,662            339,777          2,464,011
    Selling, General and
      Administrative Expenses                 611,550             95,046            992,186            288,771          5,414,663
    Depreciation                                1,331              1,420              3,993              3,904            354,147
    Loss on Write-Off of
      Investment                                 --                 --                 --                 --               10,000
    Loss on Joint Venture                        --                 --                 --                 --              101,700
                                         ------------       ------------       ------------       ------------       ------------

    Total Costs and
       Expenses                               899,754            205,691          1,320,841            632,452          8,344,521
                                         ------------       ------------       ------------       ------------       ------------

  Loss before Provision
    For Income Taxes                         (899,754)          (205,504)        (1,319,855)          (631,822)        (7,609,218)

  Provision For Income
    Taxes                                         170                172                510              1,204             26,544
                                         ------------       ------------       ------------       ------------       ------------

  Net Loss                               $   (899,924)      $   (205,676)      $ (1,320,365)      $   (633,026)      $ (7,635,762)
                                         ============       ============       ============       ============       ============


  Net Loss Per Share                     $       (.05)      $      (0.01)      $       (.07)      $      (0.04)
                                         ============       ============       ============       ============

  Average Common Shares Outstanding        19,443,654         15,908,794         18,355,198         15,326,085
                                         ============       ============       ============       ============
</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
                                                              Nine Months Ended          September 17, 1982
                                                                  April 30,                 (Inception)
                                                         -----------------------------           To
                                                             1999             1998         April 30, 1999
                                                         -----------       -----------     --------------
<S>                                                      <C>               <C>               <C>
Cash Flow From Operating Activities:
  Net Loss                                               $(1,320,365)      $  (633,026)      $(7,635,762)
  Adjustments to Reconcile Net Loss to
    Net Cash Used By Operating Activities:
      Depreciation                                             3,993             3,904           354,147
      Loss on Write-Off of Investment                           --                --              10,000
      Loss From Joint Venture                                   --                --             101,700
      Value of Common Stock Issued For Services              100,217            39,596         1,687,287
      Compensation Portion of Options Exercised              642,024            33,475           903,524
      Changes in Operating Assets and Liabilities:
        Decrease in Prepaid Expenses                            --                --                --
        (Increase) Decrease in Other Current Assets             (353)              627              (537)
        (Increase) in Security Deposit                          --                --              (3,667)
        Increase (Decrease) in Accrued Expenses
           and Taxes                                         (28,109)           19,211            32,487
                                                         -----------       -----------       -----------

Net Cash Used By Operating Activities                       (602,593)         (536,213)       (4,550,821)
                                                         -----------       -----------       -----------

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
                                                                    Nine Months Ended          September 17, 1982
                                                                        April 30,                 (Inception)
                                                              -----------------------------            To
                                                                  1999             1998          April 30, 1999
                                                              -----------       -----------      --------------
<S>                                                           <C>               <C>               <C>
  Cash Flow From Investing Activities:
  (Increase) Decrease in Loans Receivable                     $    (2,129)      $     3,186       $   (10,619)
  Proceeds of Loans Payable - Officers                               --                --              18,673
  Repayment of Loans Payable - Officers                              --                --             (18,673)
  Proceeds From Sale of Common Stock                              825,382           522,302         7,036,037
  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                         823,253           525,488         6,600,405
                                                              -----------       -----------       -----------

Increase (Decrease) In Cash and Cash Equivalents                  220,660           (10,725)          232,234

Cash and Cash Equivalents - Beginning                              11,574            27,510              --
                                                              -----------       -----------       -----------

Cash and Cash Equivalents - Ending                            $   232,234       $    16,785       $   232,234
                                                              ===========       ===========       ===========

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


  Cash Paid For Income Taxes                                  $       510       $     1,204       $    25,993
                                                              ===========       ===========       ===========

Non-Cash Financing Activities:
  Issuances of Common Stock as Commissions
    on Sales of Common Stock                                  $    94,159       $   101,860       $   320,580
                                                              ===========       ===========       ===========

Issuances of Common Stock as
  Payment For Expenses                                        $    13,684       $    39,596       $   114,312
                                                              ===========       ===========       ===========

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
                                 APRIL 30, 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.










                                       7
<PAGE>



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

Cautionary Statement on Forward-Looking Statements

Except for the historical  information contained herein,  certain of the matters
discussed in this quarterly report are "forward-looking  statements," as defined
in Section 21E of the  Securities  Exchange Act of 1934,  which involve  certain
risks and  uncertainties,  which could cause actual results to differ materially
from those  discussed  herein  including,  but not limited to, risks relating to
changing economic conditions,  changes in the prices of minerals and the results
of testing and actual mining.

The Company cautions readers that any such forward-looking  statements are based
on  management's  current  expectations  and beliefs but are not  guarantees  of
future performance.  Actual results could differ materially from those expressed
or implied in the forward-looking statements.

Results of Operations

3 months ended 4/30/99 compared to 3 months ended 4/30/98

Once again the Company generated no revenues from operations because the Company
has not commenced significant mining activities prior to April 30, 1999.

Mine expenses increased by $177,648  (approximately 162.6%) from $109,225 during
the three months ended April 30, 1998 to $286,873  during the three months ended
April 30, 1999  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   increased   by   $516,504
(approximately 543.4%) from $95,046 during the three months ended April 30, 1998
to $611,550  during the three  months  ended April 30,  1999.  This  increase in
selling,  general and administrative  expenses was due primarily to stock issued
for services.

As a result of the significant increases in mine expense and in selling, general
and  administration  expenses,  the net loss increased by $694,248 from $205,676
during the three months ended April 30, 1998 to $899,924 during the three months
ended April 30, 1999.

On March 4, 1999 we commenced  limited  development  production  at our Hopemore
gold  mining  site  located  near  Leadville,  Colorado.  Mine  development  has
proceeded  steadily with stope  preparation  (two) reaching an advanced stage at
the Hopemore B-Zone location. The mill has operated simultaneously with the mine
operation, processing stope development ore, as it becomes available.


                                       8
<PAGE>

Gold-bearing ore recovered from stope  development has generally  assayed in the
multi-ounce  range (one to six ounces).  High-grade  gold ore is associated with
pod like structures  situated in the lower,  carbonaceous  member of the Chaffee
formation  and  possibly  also in the  overlaying  Parting  quartzite  and  Dyer
dolomite.  Long-hole  drilling has  tentatively  identified five such high-grade
gold structures along the B-Zone trend. The quantity of reserves is unknown.

Our mill has operated with a few minor breakdowns and adjustments. The ore being
processed  consists of a high-grade gold ore  (stope-development  ore) and, from
time to time, a mixture of low-grade rock materials and high-grade ore. The mill
is producing a gravity gold concentrate,  and a concentrate of mixed sulfides of
silver,  lead,  and zinc,  copper and gold.  The  direct  cost per ounce of gold
produced  is  estimated  at $107  (fully  loaded  $147).  The mill at present is
treating a quantity of ore consistent  with the mine  development  phase;  i.e.,
only ore made available from stope preparation.  With initial stope construction
expected to reach  completion in the coming weeks,  the mills production rate is
expected to increase accordingly.

We  have,  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. To date, we have
completed only limited  exploration of the Hopemore 6 and 7 levels (by crosscut,
raise, drift, and drill).  Hopemore entered into limited development  production
on March 4, 1999 on level 7 and has  continued to mill small  quantities of gold
ore. As the mining  program  becomes  firmly  established,  the mined tonnage is
expected to rise accordingly.  To operate the mine and mill for a 3-month period
at a rate of 50 to 75 tons per day the  estimated  direct  cost is  $220,500  to
$468,000.  Cash flow is  anticipated  (but  cannot be  assured)  during  the 4th
quarter of fiscal 1999. The products from the operation will yield a concentrate
of gold,  silver,  and lead (to be refined) and a  concentrate  of magnetite and
pyrite.

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 April 30,  1999,  the Company had working  capital of $210,903  defined as
current  assets less  current  liabilities  which  represents  a net increase in
working capital of $46,948 from January 31, 1999. Although the Company commenced
limited  development  production at the Hopemore on March 4, 1999 and has milled
small  quantities  of gold ore,  the Company has yet to sell any ore and, as was
explained  in the  Company's  10KSB,  the Company is in a  precarious  financial
condition. No assurance whatsoever can be given that the Company will be able to
continue  as a going  concern or that any of its plans with  respect to its gold
mining  properties  will,  to  a  material  degree,  come  to  fruition.  Absent
commencement  of sustained  sales of ore, the Company,  in order to continue its
mine program,  must obtain  substantial  financing.  While management is seeking
such financing through joint venture  partners,  private placement of its shares
and other arrangements arrangements,  there is no assurance that management will
succeed therein.  It should by emphasized the Company's  financial condition has
remained  critical  since  the  date of the  last  10-KSB  and  that in order to
survive,  the Company  most  likely will need an infusion of capital  within the
near future.


                                       9
<PAGE>

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.

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.  The
Company recently  commenced  mining and milling  operations which requires it to
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.



                                       10
<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,  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 February  1999,  the Company sold an aggregate of 157,521 shares to
          five  individuals  for an aggregate of  $132,000.  In March 1999,  the
          Company sold an aggregate of 61,714 shares to three individuals for an
          aggregate of $62,300.  In April 1999, the Company sold an aggregate of
          90,000  shares to four  individuals  for an  aggregate  of $74,000 and
          issued 646,434 shares to three  individuals for commissions,  expenses
          and services for an aggregate value of $677,240.

Item 3.   Defaults Upon Senior Securities

               None.

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

               None.

Item 5.   Other Information


Item 6.   Exhibits and Reports on Form 8-K

               None.




                                       11
<PAGE>



                                   SIGNATURES


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



                                            LEADVILLE MINING & MILLING CORP.
                                                       Registrant




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

Dated:   June 4, 1999





                                       12