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 October 31, 1997

                                       OR

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

                         Commission File Number: 0-13078

                     LEADVILLE MINING & MILLING CORPORATION
        (Exact name of small business issuer as specified in its charter)

             NEVADA                                         13-3180530
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                        Identification No.)

                      76 Beaver Street, New York, NY 10005
                    (Address of principal executive offices)

Issuer's telephone number, including area code: (212)344-5158

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

           Class                                Outstanding at October 31, 1997
  -----------------------                       -------------------------------
  Common Stock, par value                             14,878,680 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 months ended October 31, 1997.

     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 three months ended October 31, 1997 are not
necessarily indicative of the results for the entire fiscal year.



<PAGE>



                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                  BALANCE SHEET
                                OCTOBER 31, 1997


                                     ASSETS
                                     ------

Current Assets:
  Cash                                                              $    33,579
  Loans Receivable                                                       10,681
  Other Current Assets                                                      358
                                                                    -----------
     Total Current Assets                                                44,618

Property and Equipment (Net of
  Accumulated Depreciation of $346,074)                               1,359,577

Other Assets:
  Mining Reclamation Bonds                                               11,000
  Security Deposit                                                        3,667
                                                                    -----------
     Total Other Assets                                                  14,667
                                                                    -----------
Total Assets                                                        $ 1,418,862
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities:
  Accrued Expenses and Taxes                                        $    44,989
                                                                    -----------

Commitments and Contingencies

Stockholders' Equity:
  Common Stock, Par Value $.001 Per Share;
    Authorized 150,000,000 shares; Issued and
    Outstanding 14,878,680                                               14,879
  Capital Paid In Excess of Par Value                                 7,061,672
  Deficit Accumulated in the Development Stage                       (5,702,678)
                                                                    -----------
     Total Stockholders' Equity                                       1,373,873
                                                                    -----------
Total Liabilities and Stockholders' Equity                          $ 1,418,862
                                                                    ===========


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




<PAGE>




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



                                                                For The Period
                                                              September 17, 1982
                                                                  (Inception)
                                       Three Months Ended             To
                                           October 31,           July 31, 1997
                                   --------------------------  -----------------
                                      1997           1996
                                   -----------    -----------    
Revenues:
  Interest Income                  $       216    $       220    $    708,450
  Miscellaneous                           --             --            24,706
                                   -----------    -----------    ------------

    Total Revenues                         216            220         733,156
                                   -----------    -----------    ------------

Costs and Expenses:
  Mine Expenses                        115,681         90,001       1,839,394
  Selling, General and
    Administrative Expenses             77,067        195,168       4,113,312
  Depreciation                           1,242          1,940         346,074
  Loss on Write-Off of
    Investment                            --             --            10,000
  Loss on Joint Venture                   --             --           101,700
                                   -----------    -----------    ------------

  Total Costs and
     Expenses                          193,990        287,109       6,410,480
                                   -----------    -----------    ------------

Loss Before Provision
  For Income Taxes                    (193,774)      (286,889)     (5,677,324)

Provision For Income
  Taxes                                    688            688          25,354
                                   -----------    -----------    ------------

Net Loss                           $  (194,462)   $  (287,577)   $ (5,702,678)
                                   ===========    ===========    ============


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

Average Common Shares Outstanding   14,676,864     13,077,528
                                   ===========    ===========


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


<TABLE>
<CAPTION>
                                                                                    
                                                                                    
                                                                                      For The Period    
                                                           Three Months Ended       September 17, 1982  
                                                               October 31,              (Inception)     
                                                       --------------------------            To         
                                                           1997           1996         July 31, 1997      
                                                       -----------    -----------    ------------------  
<S>                                                    <C>            <C>             <C>         
Cash Flow From Operating Activities:                                                
  Net Loss                                             $  (194,462)   $  (287,577)    $(5,702,678)
  Adjustments to Reconcile Net Loss to                                              
    Net Cash Used By Operating Activities:                                          
      Depreciation                                           1,242          1,940         346,074
      Loss on Write-Off of Investment                         --             --            10,000
      Loss From Joint Venture                                 --             --           101,700
      Value of Common Stock Issued For Services              4,696          3,857       1,466,254
      Compensation Portion of Options Exercised              8,725         98,000         270,225
      Changes in Operating Assets and Liabilities:                                  
        Decrease in Prepaid Expenses                          --           50,900            --
        (Increase) Decrease  in Other Current Assets           618           (149)           (358)
        Increase in Security Deposit                          --             --            (3,667)
        Increase (Decrease) in Accrued Expenses                                     
           and Taxes                                       (10,920)         9,646          44,990
                                                       -----------    -----------     -----------
                                                                                    
Net Cash Used By Operating Activities                     (190,101)      (123,383)     (3,467,460)
                                                       -----------    -----------     -----------
                                                                                    
Cash Flow From Investing Activities:                                                
  Purchase of Property and Equipment                          --           (2,000)     (1,705,650)
  Investment in Joint Venture                                 --             --          (101,700)
  Investment in Privately Held Company                        --             --           (10,000)
                                                       -----------    -----------     -----------
                                                                                    
Net Cash Used By Investing Activities                         --           (2,000)     (1,817,350)
                                                       -----------    -----------     -----------
</TABLE>



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


<PAGE>



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


<TABLE>
<CAPTION>
                                                                                  
                                                                                  
                                                                                   For The Period    
                                                        Three Months Ended       September 17, 1982   
                                                            October 31,              (Inception)      
                                                    --------------------------            To          
                                                        1997           1996         July 31, 1997                           
                                                    -----------    -----------    ------------------    
<S>                                                 <C>            <C>              <C>         
Cash Flow From Investing Activities:                                               
  (Increase) Decrease in Loans Receivable           $    (4,855)   $      (200)     $   (10,681)
  Increase in Loans Payable - Officers                     --             --             18,673
  Repayment of Loans Payable - Officers                    --             --            (18,673)
  Proceeds From Sale of Common Stock                    201,025        121,545        5,754,083
  Commissions on Sale of Common Stock                      --             --             (5,250)
  Expenses of Initial Public Offering                      --             --           (408,763)
  Purchase of Certificate of Deposit - Restricted          --             --             (5,000)
  Purchase of Mining Reclamation Bond                      --             --             (6,000)
                                                    -----------    -----------      -----------
                                                                                   
Net Cash Provided By Financing Activities               196,170        121,345        5,318,389
                                                    -----------    -----------      -----------
                                                                                   
Increase (Decrease) In Cash and Cash Equivalents          6,069         (4,038)          33,579
                                                                                   
Cash and Cash Equivalents - Beginning                    27,510         34,857             --
                                                    -----------    -----------      -----------
                                                                                   
Cash and Cash Equivalents - Ending                  $    33,579    $    30,819      $    33,579
                                                    ===========    ===========      ===========
                                                                                   
Supplemental Cash Flow Information:                                                
  Cash Paid For Interest                            $      --      $      --               --
                                                    ===========    ===========      ===========
                                                                                   
  Cash Paid For Income Taxes                        $       688    $       688      $    24,803
                                                    ===========    ===========      ===========
                                                                                   
Non-Cash Financing Activities:                                                     
  Issuances of Common Stock as Commissions                                         
    on Sales of Common Stock                        $     8,760    $    16,797      $   118,457
                                                    ===========    ===========      ===========
                                                                                   
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.
                         (A DEVELOPMENT STAGE ENTERPRISE
                          NOTES TO FINANCIAL STATEMENTS
                                OCTOBER 31, 1997




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>






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 increased by $25,680 (approximately 28.5%) from $90,001 during the
three  months ended  October 31, 1996 to $115,681  during the three months ended
October 31, 1997.  Management  believes  that this increase in mine expenses was
due primarily to additional labor costs, and exploration.

Selling,   general   and   administrative   expenses   decreased   by   $118,101
(approximately  60.5%) from  $195,168  during the three months ended October 31,
1996 to $77,067  during the three  months  ended  October 31,  1997.  Management
believes that this decrease in selling,  general and administrative expenses was
due primarily to a decrease in financial costs.

As a result of the significant  decrease in selling,  general and administrative
expenses,  the net loss decreased by $93,115 (approximately 32.4%) from $287,577
during the three  months  ended  October 31,  1996 to $194,462  during the three
months ended October 31, 1997.

Exploratory  drilling  in the so  called  "B"  zone  revealed  the  presence  of
high-grade gold and silver  mineralization.  Limited long hole drilling resulted
in  reserves  of  approximately  5,000  tons of ore,  grading an average of 1.29
ounces  of  gold  and  5.00  ounces  of  silver  per  ton.  The  total  body  of
mineralization is unknown but could be large. Exploration is continuing.


<PAGE>


A 350 foot tunnel was started from the 7th Level,  729 drift to the Hunter shaft
location.  A raise of 150 feet is planned to connect the 5th and 7th Levels.  At
present, the tunnel has advanced 175 feet.

The Company  commenced pilot milling at its reduction plant. Mill feed consisted
of low grade  tailings  and base metal  sulfides.  The tests  were  successfully
completed resulting in recovery of 97% of gold and 95% of silver contained.

Commencement  of mining and milling is  anticipated  as soon as the 729 drift to
Hunter shafts tunnel and the 7th to 5th level raise is completed. Initial mining
and milling is projected at a rate of 60 to 80 tons per day.

Liquidity and Capital Resources

As of October 31, 1997, the Company had a working capital  deficiency of $371.00
(defined as current  assets less  current  liabilities)  which  represents a net
increase in working  capital of $21,227 from July 31, 1997.  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
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.



<PAGE>




                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

     None.


Item 2. Changes in Securities and Use of Proceeds

During the quarter  ended  October 31, 1997,  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 August 1997, the Company sold
an aggregate of 88,500 shares to seven  individuals for an aggregate of $40,000.
In  September  1997,  the  Company  sold an  aggregate  of 292,722  shares to 16
individuals for an aggregate of $135,000 and issued 25,000 shares to an employee
for services rendered.  In October 1997, the Company sold an aggregate of 53,111
shares to three individuals for an aggregate of $26,000 and issued 38,446 shares
to one  individual  for 10%  cash  commission  $8,760  and  expenses  of  $4,696
totalling $13,465.


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.



<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 Dieterle
                                  -------------------------------
                                  Gifford Dieterle
                                  Treasurer/Secretary


Date: December 19th, 1997