U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[x]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE
     ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JULY 31, 1999

[_]  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15 (d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                           Commission File No. 0-13078

                       LEADVILLE MINING AND MILLING CORP.
                 (Name of Small business issuer in its charter)


        State of Nevada                                          13-31805030
 (State or other jurisdiction of                              (I.R.S. Employer
 Incorporation or organization)                              Identification No.)

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

Issuer's telephone number: (212) 344-2785

Securities registered under Section 12(b) of the Exchange Act: none

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $.001 per share

Check mark whether the issuer (1) has 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 [
]

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulations S-B contained in this form, and no disclosure will be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year. $1,519

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  computed by  reference  to the  average  between the closing bid
($.875) and asked ($1.00)  price of the issuer's  Common Stock as of November 8,
1999, was $16,061,361,  based upon the average between the closing bid and asked
price. (In computing this number, issuer has assumed all holders of greater than
5% of the common  equity and all  directors  and officers are  affiliates of the
issuer.)

The  number of shares  outstanding  of each of the  issuer's  classes  of common
equity as of November 8, 1999: 20,365,161

                   DOCUMENTS INCORPORATED BY REFERENCE: None.

          Transitional Small Business Disclosure Format: Yes [_] No [X]

<PAGE>


                       LEADVILLE MINING AND MILLING CORP.
                                   Form 10-KSB
                                  July 31, 1999

Table of Contents                                                   Page
-----------------                                                   ----
                                     Part I
Glossary                                                            (iii)

Item 1.      Description of Business                                  1

Item 2.      Description of Properties                                3

Item 3.      Legal Proceedings                                       11

Item 4.      Submission of Matters to a Vote of                      11
             Security Holders

                                     Part II

Item 5.      Market for Common Equity and                            12
             Related Stockholder Matters

Item 6.      Management's Discussion and Analysis of                 13
             Financial Condition and Results of Operations

Item 7.      Financial Statements                                    17

Item 8.      Changes in and Disagreement with Accountants            18
             on Accounting and Financial Disclosure

                                    Part III

Item 9.      Directors, Executive Officers, Promoters                18
             and Control Persons; Compliance with
             Section 16(a) of the Exchange Act.

Item 10.     Executive Compensation                                  20

Item 11.     Security Ownership of Certain Beneficial                21
             Owners and Management

Item 12.     Certain Relationships and Related Transactions          23

Item 13.     Exhibits and Reports on Form 8-K                        23

Signatures                                                           25
Supplemental Information                                             26
Financial Statements                                                 F-1 to F-23

<PAGE>


                           GLOSSARY OF TECHNICAL TERMS

Backfilling:                  Putting waste rock in an open stope.

Ball Mill:                    Instrument which reduces rock to powder form.

Blanket Ore:                  Ore, which usually lies  horizontal in the form of
                              a sedimentary bed.

Brecchia Pipe:                A funnel of broken rock  descending into the earth
                              (along a fault line)  through  which  mineralizing
                              solutions may rise.

Contact Metamorphic
Type of Deposit:              Where   minerals   result  from  ion  exchange  or
                              replacement  between an intrusive igneous rock and
                              a host rock.

CuSO4:                        Copper Sulfate.

Feeder Veins:                 Small veins.

Floatation Plant:             Mechanical system that separates valuable minerals
                              from rock powder using chemical solutions.

Gravity Plant:                Mechanical system that separates valuable minerals
                              from rock  powder  using the force of gravity  for
                              separation.

Hydrometallurgical
Plant:                        A smelter that reduces  sulfide faults  converging
                              from different directions.

Leadville Dolomite:           Name of a  specific  limestone  bed in  Leadville,
                              Colorado.

Leadville Silver
Gold Process:                 Generally  similar to the Sherrit  Gordon  process
                              whereby  chemicals are used to produce  oxides and
                              sulfates of zinc.

Lode Claim:                   Claim on which mineral is found underground; i.e.,
                              vein.

Magnetic Anomaly:             A variation in the earth's magnetic field.

Magnetite Skarn:              The mineral  magnetite (iron Oxide) in combination
                              with quartz emplaced in limestone.

Major
Intrusive Center:             An area  where  large  funnels  exist and  through
                              which large amounts of mineralizing fluids rose.

Manto:                        A bedded deposit of minerals.

Massive
Polymetallic Ores:            Large  dense mass of sulfide  minerals  containing
                              several metals.

MNSO4:                        Manganese Sulfate.


                                      iii

<PAGE>


Mineral Deposit or
Mineralized                   Material: A mineralized underground body which has
                              been  intersected  by  sufficient  closely  spaced
                              drill holes and or underground sampling to support
                              sufficient  tonnage and average  grade of metal(s)
                              to warrant further  exploration-development  work.
                              This  deposit  does not qualify as a  commercially
                              minable ore body  (Reserves),  as prescribed under
                              Commission   standards,    until   a   final   and
                              comprehensive   economic,   technical   and  legal
                              feasibility  study based upon the test  results is
                              concluded.

Open Stope:                   A mined area that remains as an open space.

OPT:                          Ounces per ton.

Patented Claim:               Privately owned mineral land.

PbSO4:                        Lead Sulfate.

Place Claim:                  Claim  on  which  minerals  are  found in sand and
                              gravel - on surface.

Positive Ore:                 Ore that is proven (same as proven).

Probable Ore:                 Inferred ore. Ore which is believed to exist,  but
                              not fully proven.

Proven Ore:                   Minerals that are determined to be recoverable.

Run of the Mill
Concentrate:                  Unenhanced   product  directly  extracted  from  a
                              standard milling process.

Replacement
Ore Body:                     Mineral ore,  irregular in form, which is emplaced
                              in limestone.

Rhyolite
Agglomerate:                  An  igneous   rock   (rhyolite)   which  has  been
                              fractured (crushed) and recemented.

Sherrit
Gordon Process:               Hydrometallurgical method of processing (smelting)
                              zinc concentrates into oxides and sulfates.

Shockwork Breccia:            Earth's  crust  broken  by two  or  more  sets  of
                              parallel   faults    converging   from   different
                              directions.

Silica Stope:                 Name of a mine location in the Hopemore mine.

Square Setting:               A  system  of   timbering   a  tunnel  or  opening
                              underground to prevent cave-in.

Stockwork:                    Ore,  when not in  strata or in veins but in large
                              masses, so as to be worked in chambers or in large
                              blocks.

Unpatented Claim:             Mineral  land owned by the  government  and rented
                              for an annual fee.

ZNSO4:                        Zinc Sulfate.


                                       iv

<PAGE>


                                     PART I


Item 1. Description of Business

Leadville Mining and Milling Corp. (the "Company") was incorporated in the state
of Nevada in February 1982.  The Company owns rights to property  located in the
California Mining District, Lake County, Colorado and is engaged in the business
of mining  and  milling  gold and other  minerals  from its  properties.  Mining
commenced  on a limited  basis in April  1999 (see the  discussion  below).  The
future of the Company is dependent upon the Company's properties producing gold,
silver,  lead and zinc in  sufficient  quantities  so that the Company will be a
commercially  viable  entity.  A  description  of the mining claims owned by the
Company is contained in "Item 2. Description of Properties."

During  fiscal 1999,  the Company  completed  the Hopemore to Hunter  Tunnel and
completed the connecting raise between the 7th and 5th levels.  In addition,  it
continues  exploration  at the B-Zone  location.  Advance of the tunnel from 6th
level towards Weston Fault and Penn Group is continuing.

At this time,  assuming that the Company is able to obtain adequate funding (see
"Part II, Item 6.  Management's  Discussion and Analysis of Financial  Condition
and  Results  of  Operations-  Liquidity  and  Capital  Resources"),  management
believes  that the  Company's  Hopemore-Comstock,  Hunter and Penn Groups may be
mined with positive  results.  Ore can be processed at the Company's custom mill
which is prepared to process ore at a rate of up to 120 tons per day; expandable
to 300 tons per day as required.  Initial mining and milling is ongoing at 20 to
30 tons per day. All  activities  at the mine and mill are  performed by persons
employed by the Company.  An agreement  between LMMI and ASARCO,  whereby ASARCO
would smelt LMMI metallic  concentrates  remains in effect.  Since  September 1,
1997,  the Agreement,  by its terms,  is terminable by either party upon 60 days
written  notice.  Notwithstanding  the  foregoing,  the  Agreement  shall not be
extended beyond June 30, 2000. See "Part II, Item 6. Management's Discussion and
Analysis of Financial Condition and Results of Operations-Liquidity  and Capital
Resources."

Under this Agreement,  concentrates of metallic  minerals  containing gold (AU),
silver (AG), Lead (PB), zinc (ZN) and copper (CU) would be processed (smeltered)
at ASARCO's smelter in East Helena,  Montana or, other possible  smelters in the
United States or Canada.

The Mine Safety Health  Administration  requires that all underground mines have
at least two shafts that communicate  with mine operating  areas.  During fiscal
1997, the second exit, Hunter shaft was completed.


                                       1

<PAGE>


The Company commenced  exploration of potential mineral horizons on the 7 level,
including  gold-bearing  minerals in the "B-Zone" and other locations associated
with the #4 vein. During the period of 1997 and 1998,  long-hole drilling at the
B-Zone  location  resulted in the  discovery of an area of  mineralization.  The
minerals located were discovered in the lower part of the Parting Quartzite,  in
its shaly  member.  Management  believes  that  based on the  initial  long hole
drilling results,  mineralization  extends upward,  into the Dyer dolomite,  and
downward into the Manitou dolomite.  Longhole drilling resulted in a preliminary
average grade of 1.29 oz. gold per ton in a limited  portion of the  mineralized
zone. Long hole drilling  during fiscal 1999 discovered a westward  continuation
of a gold bearing type of mineralization.  Exploration by long hole drilling and
crosscut took place on the 6th level. Reserves determined to exist in the B-Zone
has allowed the Company to commence  mining and milling.  B-Zone  reserves  have
been proven by drilling to establish tonnage and grade.

It is estimated that the cost to establish a viable mining and milling operation
capable  of 30-50  tons per day on a  continuous  12-month  basis  will  require
approximately $1,347,400 in capital. These funds would be applied towards mining
and milling,  in addition to the continued  exploration  of the B-zone and other
suitable locations.  Management believes, but cannot assure, that cash flow from
mining may cover some of the capital required. Mining and milling commenced on a
limited basis in April 1, 1999.  Numerous  obstacles were  encountered with both
mill and mine. Mill breakdowns and adjustments hampered gold recovery during the
first six months. Mine production was hampered by lack of miners, dangerous rock
conditions,  and supervision.  The cost of production is presently  estimated at
$147 per ton. The daily  production,  estimated at 30-50 tons per day, There can
be no assurance  that current or future mining and milling will be profitable or
that  additional  funding can be obtained,  if necessary  (see "Part II, Item 6.
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations).

Competition

While  there  is  intense  competition  in  the  acquisition  of  viable  mining
properties,  the Company  already has the properties  that it intends to explore
and is not  currently  involved  in further  property  acquisition.  The Company
believes  that  there  is  no  material  competition  in  the  sale  of  mineral
concentrates  because  the  prices  for  mineral  concentrates  are  based  upon
standards established by the commodity exchange (London Metals Exchange market).

Employees

As of July 31, 1999,  the Company has 10 full time  employees,  consisting  of 2
executive officers, 7 mine laborers, and 1 administrative personnel.


                                       2

<PAGE>


Item 2.  Description of Properties

The  Company  owns the  following  mining  claims,  all of which are  located in
California Mining District, Lake County, Colorado.

                                 Patented Claims

                                                      Type of         Percent Of
Name                    Claim No.         Acreage      Claim          Ownership
----                    ---------         -------      -----          ----------
Belle Placer              02778          120.860      Placer              62.5
Pueblo                    12718           36.534       Lode               75.0
Chicago                   01295           10.020       Lode               50.0
New York                  01294           10.140       Lode               50.0
Mikado                    08015            9.250       Lode              100.0
Little Bertha             00504            8.380       Lode                3/8
Free America #2           01177            4.210       Lode                3/4
Emma                      00756            8.270       Lode                3/8
Colman                    09747            1.446       Lode              44/50
Little Galesburg          01176            6.000       Lode                1/8
Highland Chief            00429            2.097       Lode              100.0
Robert Burns              00538            9.859       Lode              100.0
Highland Mary             00539            6.600       Lode              100.0
President                 08942            6.900       Lode               1/16
J.G. Fraction             13251            1.727       Lode              31/96
Ballard                   00589            3.190       Lode             23/144

                                Unpatented Claims

                        Book/                           Type          Percent Of
Name                    Page No.          Acreage     Of Claim         Ownership
----                    --------          -------     --------         ---------
Columbine               437/180            7.310        Lode             100.0
Judy                    437/181           17.990        Lode             100.0
New Comstock #1         433/191           20.661        Lode             100.0
New Comstock #2         433/191           20.661        Lode             100.0

The Company  additionally owns 20.73 acres located in the same area, namely, the
California  Mining  District,  Lake County,  Colorado on which its mill site for
processing of ore is located.


                                       3

<PAGE>


The Company owns the foregoing  claims as indicated.  The Company has not formed
any partnership  regarding these claims, nor are there any associations  whereby
profits or expenses are to be shared.  The claims are located  approximately 2.5
miles northeast of the town of Leadville, Colorado by County Road. The principal
acreage  forms a  contiguous  group and is  located on a  prominent  topographic
feature known as Breece Hill. See below.

The mill is a 150-ton per day flotation/gravity plant. The Company has purchased
an  additional  ball mill of 150 tons per day capacity  that is at the mill site
and ready to be installed.  The plant would have total  capacity of 300 tons per
day when the second mill has been put into place.

The plant is situated  on a  20.73-acre  mill site and has an  approved  tailing
disposal  location.  All necessary  permits to operate have been granted and are
current.

Construction  of the mill began in 1987 and was  completed in August of 1989. It
was the  Company's  intent  to do fee  milling  for  other  companies  while the
federally  mandated  construction  of the  mine  second  exit  was in  progress.
However,  the  recession  in the mining  industry,  which the Company  could not
predict,  and the  resulting  lower  metal  prices  essentially  eliminated  the
possibility  of custom  milling.  In April 1999, the mill began milling ore from
the Hopemore  mine on a small  tonnage basis (10-30 tons per day) as the orebody
was  developed..  When  development  is completed,  mined tonnage is expected to
rise.  The mill needs  approximately  30 tons per day (8 hours) to reach maximum
capacity,  or 120 tons per day (24 hours). The Company has in the past discussed
custom milling with many  potential  shippers of ore, but  transportation  costs
from mines not in the  Leadville  District  have proved to be  prohibitive.  The
Company  believes  that the  mill is able to  process  both  sulfide  and  oxide
minerals.

The Company  employs a man with mill  experience  who now operates the Company's
milling plant.  Mill feed is gold bearing material from the B-Zone location.  As
the  B-Zone  is  further  evaluated,   its  reserve  potential  will  be  better
understood.  Management  believes  that the  mill is  presently  in a  condition
whereby  it can  efficiently  recover  gold  from the  B-Zone  ore.  The gold is
associated in  concentrate  form with a mineral  known as pyrite.  Pyrite has no
economic value.

History Hopemore Mine

The Leadville  mining district is located 100 miles west of Denver,  Colorado in
the heart of the Rocky  Mountains.  The  weather is harsh with long  winters and
short summers.

The  Company's  properties  are  within  the  high  gold  zone of the  Leadville
district,  which was  dominated by the Ibex Mines on Breece Hill.  The high gold
zone has produced  approximately  3 million ounces of gold. The average grade of
ore from the  Hopemore  area is not known.  On  adjacent  properties  a weighted
average of  siliceous  precious  metal ore  shipments  from the Garbutt Lode and
South Ibex Stockwork between 1913 and 1922 is 0.850 OPT Au, and 4.97 OPT Ag from
63,796 tons.


                                       4

<PAGE>


Historically, the Company's properties were worked as two separate mining areas,
the Hopemore  shaft in the Ibex area and the Penn Group area further  west;  and
the ores were not  concentrated  by milling  but were  shipped  directly  to the
Arkansas Valley Smelter in Leadville.

Work by the Company  started in 1984 with  acquisition of the Comstock  Hopemore
Group of claims.  Retimbering  of the entire  Hopemore shaft followed along with
establishment of the new 7th level, partial  rehabilitation of the other levels,
several raises, the 5th level connection with the Hunter shaft,  construction of
a mill and the present retimbering of the Hunter escape shaft.

The  Hopemore  shaft was  worked as part of the Ibex mines  until  approximately
1902. The Hopemore shaft was sunk in 1907 to reach the 7th level of the Ibex No.
4 mine. Large replacement ore bodies in the Leadville  dolomite (Blue limestone)
lie on the  hanging  wall side  (southwest)  of the Ibex No. 4 vein.  The ore is
associated  with a large  magnetite  skarn  replacement  body  in the  Leadville
dolomite.  The Leadville  dolomite on the footwall (east) side of the Ibex No. 4
vein was mined via the Hunter Shaft.

Ground conditions in the district generally do not allow open stopes, therefore,
square  setting  and  backfilling  with  waste  of  low-grade  ore was  commonly
practiced.  When the large ore bodies of the Hopemore  were mined,  zinc sulfide
ore was of no value. High zinc ore was penalized at the local lead smelter,  and
it is  believed  that  much  of the  backfill  may  be  high-grade  (+12%)  zinc
mineralization.

Mineralized Material

Tons       Au in OPT      Ag in OPT    %PB     %ZN     %Cu
----       ---------      ---------    ----    ----    ----
121,200      0.178           8.63      3.98    12.2    0.35
*5,000       1.29            7.00

[Donald  Wilson,  August 14, 1989,  report on Properties  of Leadville  Mining &
Milling  Corp.  Donald  Wilson,  February  1994,  Ore Reserves on  Properties of
Leadville Mining & Milling Corp. Mr. Wilson is the President of the Company.]

*  By exploratory drilling, 1977, 1988


                                       5

<PAGE>


                                     GEOLOGY

                               Exploration Targets

Hopemore Mine Exploration Target

The Hopemore area has been mined from the Ibex No. 7 level. The lower host rocks
of the  Manitou and Dyer  formations  are  thought to remain  unexplored.  Steep
sulfide  veins  commonly  control the  mineralized  zones.  Four veins have been
identified  which  could feed  replacement  mineral  bodies in these  underlying
formations.  The potential  mineral bodies are massive sulfide and could contain
between  25,000 to 80,000  tons each of  mineralized  material.  [Scott  Hazlitt
Geological Report, Leadville Mining & Milling Properties, January 1993, Page 7].

The  Company's  holdings in the Hopemore area are in a location that should have
good ground preparation for vein deposits. Vein mineralization is not limited to
specific host rocks and may form minable bodies of mineralization.  The veins in
the gold belt of the  Leadville  district are  generally  low in base metals and
higher  in  quartz  and  precious  metals.  [Scott  Hazlitt  Geological  Report,
Leadville  Mining & Milling  Properties,  January  1993,  Page 7]. The  expected
tonnage  from  veins  would be 5,000 to  25,000  tons of  mineralized  material.
[Emmons, et. al., 1927.Fig.98, 99]

Penn Group Explorations Targets

The  targets  in the Penn  Group  area,  west of the  Hopemore,  are  gold  rich
magnetite  skarns,  massive sulfide  replacement  deposits below, or west or the
magnetite and vein deposits. The near surface gold rich magnetite skarn could be
over one million tons of mineralized material. [Scott Hazlitt Geological Report,
Leadville  Mining & Milling  Properties,  January 1993.  Emmons,  et.al.  (P104,
1927)] The deeper  massive  sulfide target could be in the range of one to +four
million  tons of  mineralized  material.  Vein type  deposits;  high in precious
metals are also a possibility under the magnetite deposits. The expected tonnage
from veins would be 5,000 to 25,000+ tons of mineralized  material.  [Thompson's
Magnetic  Anomaly Map (1990),  Johansing,  Plate 1,  Magnetic  Anamoly,  Emmons,
et.al. (P104, 1927)].

The Penn  Group  including  the area to the  southwest  has not been  thoroughly
prospected.  The  Magnetic  anomaly  map (1990) of the Breece  Hill area shows a
large zone with an anomalously high magnetic signature which management believes
to be a large body of magnetite skarn. Although the magnetite skarn is a contact
metamorphic type of deposit it is usually found near sulfide mineralization.

In the adjacent mine, massive sulfide replacement bodies are often found next to
bodies of  rhyolite  agglomerate,  which is also  known  locally  as  Fragmental
Porphyry.  The  Fragmental  Porphyry is thought to form breccia  pipes that were
formed during the late stages of


                                        6

<PAGE>


mineralization and were reamed out centrally to form mineralizing  conduits.  In
numerous cases,  magnetite is found peripheral to the massive sulfide  deposits.
Pyrite  veins in the  magnetite  often  carry  high gold  contents.  Within  the
Leadville  Mining  District  northeast  trending  veins are  generally  the best
feeders for the massive sulfide blanket  deposits.  The White Prince Vein, which
is  mapped  north of the Penn  Group  property,  is  northeast  trending  and on
Johnasing's maps is correlated with the Pilot Fault.

The target zone would be either between the magnetite skarn and the breccia pipe
or under the magnetite skarn. Magnetite skarn cappings to massive sulfide bodies
are common in the general vicinity of the Comstock shaft.

Penn Group Mines

The Penn Group lies northwest of the Hopemore and contains  magnetite  skarn and
underlying sulfide minerals hosted by the Leadville dolomite.  Magnetite ore was
mined from shallow open cuts and was shipped as smelter flux.  The ores produced
from  underground  workings  contained  a high  gold  and  silver  content.  The
underground  workings  went to depths of 450 to 600 feet and focused on "Feeder"
veins and blanket ore in the lower Leadville formation.

Mineralization  was mined along and to the east of the White Prince  fault.  The
area west of the White Prince fault is down thrown and was prospected but not to
sufficient depths to locate the favorable carbonate section.

Geology and Potential Reserves

The ore  deposits in the  Leadville  district  include  precious  and base metal
massive  sulfide veins and carbonate  hosted  deposits,  gold bearing  magnetite
skarns,  and gold rich veins. The major ore bodies are hosted in Paleozoic aged,
shelf carbonate rocks with a total thickness of 600 feet.

These  sedimentary  rocks have been  intruded by a series of sills and dikes and
faulted,  resulting in complex geology.  The Company's properties are located on
Breece Hill, which is a major intrusive  center,  and contain both gold,  silver
and base metal minerals.

Mineralized Material

Tons     Au in OPT      Ag in OPT        %PB     %ZN     %Cu
----     ---------      ---------        ---     ---     ---

121,200    0.178           8.63          3.98    12.2    0.35
  5,000    1.290           7.00
-------
126,200

80,000 tons of this total is based upon  representations  by Hopemore Mining Co.
at cessation of mining activities in 1913. Another 30,000 tons is represented by
the 640 "Zinc Stope" which is accessed by the 740 service raise and is above the
Hopemore 6th level (old Ibex 7th


                                       7

<PAGE>


level).  5,000 tons are assigned to the B-Zone. Other quantities of unknown size
are assigned to seven other areas for which dimensions are unknown.

The B-Zone bedded  structure which, is of unknown size and situated in the shale
member of the Parting  Quartzite  and  believed to exist in the Manitou and Dyer
limestones assayed, 1.29 ounces of gold and 7.00 ounces of silver per ton over a
length of 35 feet.  The thickness of the shale bed measured 17 feet.  [Donald L.
Wilson,  Report on the Properties of Leadville Mining & Milling Corp. August 14,
1989 P. 25. Scott Hazlitt,  Evaluation of the  Properties of Leadville  Mining &
Milling.  Mr.  Wilson is the President of the Company;  and the initial  results
from the 1997 long hole-drilling Program].

                        Location of Mineralized Material

    Tons Area                  Au         Ag        Pb        Zn      Cu
    ---- ----                 ----       ----      ----      ----    ----

             #4 Vein 7 level

    300  N 1/2 Block 428      0.14       8.4       2.65      4.40    0.55
    300  S 1/2 Block 428      0.40      16.0
    600  S 1/2 Block 441      0.11       9.2       1.95      7.90    1.30

             #4 Vein 6 level

    100  N 1/2 Block 428      0.78      45.90      2.40      4.10    0.70
    400  N 1/2 Block 428      0.16      13.20      2.10      4.70    0.35

             #4 Vein (North Split)

    600  N 1/2 Block 428      0.15      15.10      2.35      3.30    0.40
    200  N 1/2 Block 428      0.36      23.70      2.10      4.10    0.46

             7 level "B" Zone

    6 640 Stope Area

 17,325  Blocks 440,
                 441          0.092      5.80      3.95      6.20    0.40

             7 level

  3,200  Block 475            0.11       9.70      4.25     16.00    0.35

             6 level

    500  Block 475            0.26       4.30      2.50      6.00    0.30


                                       8

<PAGE>


             #4 Vein 5 level

    300  S 1/2 Block 430 and
             N 1/2 Block
               441            0.07       9.10      1.55      2.90    6.30

-------------------------------------------------------------------------------
    121,200      Total        0.178      8.63      3.98     12.20    0.35

Gold Based Minerals - B-Zone, 7 level

        5,000 NW1/4Block 429
                 Total        1.29       5.00       .50%      .50%    .79%
-------------------------------------------------------------------------------
     126,200 Tons Total

[Donald L. Wilson,  Report on the Properties of Leadville Mining & Milling Corp.
August 14, 1989. Mr. Wilson is the President of the Company].

Weston Fault Massive Sulfide Exploration Targets

The Weston  fault forms the  western  boundary  of the  down-dropped  block that
contains  the  deposits or the Black Cloud mine south and east of the  Company's
properties.  The  Hopemore-Hunter  workings are separated from the Penn Group by
the Weston fault that has had a complex history of movement. Early compressional
tectonics  are  believed  to have  resulted  in minor  over  thrusting  and drag
folding,  possibly  similar to that  along the  Tucson  Main Fault on Iron Hill.
Later normal faulting  resulted in a near vertical  structure with the east side
down  faulted.  These two episodes of movement are believed to have produced two
strands of the Western  Fault.  The ground  between the two strands of the fault
should have  undergone  good ground  preparation  and may contain the  favorable
carbonate  section for massive  sulfide blanket  mineralization.  [Scott Hazlitt
Geological Report, Leadville Mining & Milling Properties, January 1993, Page 8].

Weston Fault Stockwork Breccia Exploration Targets

Along the  southern  strike of the Weston fault zone,  intersecting  faults have
hosted  stockwork  breccia  zones that  contain  precious  metals and are low in
sulfides.  The Antioch mine produced a silicious  gold ore contained in a broken
and  brecciated  porphyry  body  between  two  fault  strands.  Another  similar
stockwork  breccia zone is known as the South Ibex  stockwork  or Capital  stope
that contained  approximately  250,000 tons of ore. There are two strands of the
Weston fault on the Company's  property.  The strike  length  controlled is from
1,400-1,600 feet. [Scott Hazlitt Geological  Report,  Leadville Mining & Milling
Properties, January 1993, Page 9].


                                       9

<PAGE>


Management believes that stockwork  mineralization along the intersection of the
Ibex No. 4 vein and the  Weston  fault  is a good  target  [Thompson's  Magnetic
Anomaly Map (1990),  Johansing,  Page 9]. The stockwork  mineralization could be
hosted by  porphyries  and could range in size from  50,000 to 500,000+  tons of
mineralized material. [Scott Hazlitt,  Evaluation of the Properties of Leadville
Mining & Milling  Corp.,  January  1993.  Chapman and  Stevens,  1929,  Colorado
Mineral Survey;  Leadville District and Adjoining  Territory.] Several veins may
intersect  the Weston fault and more than one  stockwork  body on each strand of
the fault is a possibility [Scott Hazlitt Geological Report,  Leadville Mining &
Milling Properties, January 1993, Page 9].

Planned Exploration

During fiscal 2000, the Company plans further exploratory drilling at the B-Zone
on the 7th level, and exploratory  drilling on the 8th level (downward extension
of the B-Zone) drive exploration tunnel to the Weston fault level 6.

In addition to the exploration targets above,  management is aware of additional
targets of ore potential, some of which are listed below:

     A)   The   Hopemore-Hunter   mine  area  exploration  for  massive  sulfide
          replacement  deposits and vein deposits near previously mined areas or
          in the underlying carbonate hosts.

     B)   Stockwork  breccia  deposits near vein  intersections  with the Weston
          Fault.

     C)   Massive sulfide replacement targets along the footwall or eastern side
          of the Weston Fault.

     D)   Replacement  targets  along the hanging  wall,  or western side of the
          Weston Fault.

     E)   The Penn Group area magnetite-gold and massive sulfide replacement and
          vein targets.

     F)   The magnetic  anomaly  which  extends to the west and southwest of the
          Penn Group-new magnetite-gold and massive sulfide mineralization.  The
          area between the breccia pipe (rhyolite agglomerate) and the west side
          of the magnetic anomaly- massive sulfide mineralization.

[Scott Hazlitt Geological Report, Leadville Mining & Milling Properties, January
1993,  Pages 9-10;  Thompson's  Magnetic  Anomaly Map (1990),  Johansing,  Pages
5-12].


                                       10

<PAGE>


Long hole and core  drilling will continue on the B-Zone levels 7 and 8 and cost
an estimated $36,000 and, assuming adequate funding,  will require approximately
12 months.  The Company will continue the  exploratory  tunnel from the Hopemore
location to the New President shaft,  located at the Penn Group of claims.  This
project will cost approximately $138,600 and require substantially more than one
year. It is estimated that the total  estimated  fiscal 2000  exploratory  costs
will be approximately  $174,600.  See "Part II, Item 6. Management's  Discussion
and Analysis of Financial  Condition  and Results of  Operations-  Liquidity and
Capital Resources."

Item 3. Legal Proceedings

The Company is not presently a party to any material litigation.

Item 4. Submission of Matters to a Vote of Securityholders

No matters were  submitted to a vote of the  Company's  shareholders  during the
fourth quarter of fiscal 1999.


                                       11

<PAGE>


                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

     (a)  Marketing  Information  -- The  principal  U.S.  market  in which  the
Company's common shares (all of which are of one class,  $.0001 par value Common
Stock)  are  traded or will trade is in the  over-the-counter  market  (Bulletin
Board  Symbol:  "LMMI").  The  Company's  stock is not  traded  or quoted on any
Automated Quotation System.

     The following  table sets forth the range of high and low bid quotes of the
Company's  Common  Stock per quarter for the past two fiscal years and the first
quarter of fiscal 2000 as  reported by the OTC  Bulletin  Board  (which  reflect
inter-dealer prices without retail mark-up,  mark-down or commission and may not
necessary represent actual transactions).

                          MARKET PRICE OF COMMON STOCK

Quarter Ending                      High       and        Low Bid
--------------                      -----------------------------

October 31, 1999                    1.2813                 .7813

July 31, 1999                       1.9063                1.0625
April 30, 1999                      2.5313                1.1875
January 31, 1999                    1.9063                 .47
October 31, 1998                     .65625                .39

July 31, 1998                        .5936                 .4375
April 30, 1998                       .65625                .4375
January 31, 1998                     .8125                 .7500
October 31, 1997                    1.07                   .75

     (b) Holders -- The  approximate  number of  recordholders  of the Company's
Common  Stock,  as of  November  8, 1999  amounts  to 1,486  inclusive  of those
brokerage firms and/or  clearing houses holding the Company's  common shares for
their  clientele  (with each such  brokerage  house and/or  clearing house being
considered  as one  holder).  The  aggregate  number of  shares of Common  Stock
outstanding is 20,365,161 as of November 8, 1999.

     (c)  Dividends -- The Company has not paid or declared any  dividends  upon
its Common  Stock since its  inception  and, by reason of its present  financial
status and its  contemplated  financial  requirements,  does not  contemplate or
anticipate paying any dividends upon its Common Stock in the foreseeable future.

During the quarter ended July 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.  The Company sold an aggregate of
288,766  shares for an  aggregate  of  $116,000 to 9 persons.  The Company  also
issued 219,808 shares to three individuals for services of $263,012.


                                       12
<PAGE>


In  addition,  the  Company  issued an option to an  employee  to purchase up to
100,000  shares  of  Common  Stock  at an  exercise  price  of  $.70  per  share
exercisable through April 29, 2002. This option was exercised during the quarter
for services rendered.

Item 6. 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 annual 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.

Fiscal 1999 Compared to Fiscal 1998

     Results of Operations

During the fiscal year ended July 31, 1999,  the Company  continued  exploration
and  development  activity  at its  gold/silver/base  metal  mining  project  in
Colorado.  The Company  also  commenced  small scale mining and milling in April
1999.  In October,  two gold  shipments  were made to the smelter  (see  below).
During  this time,  the  Company did not  receive  revenue  from its  operations
although it  expended  considerable  sums for the  development  of its  proposed
mining and milling operation. (See "Liquidity and Capital Resources").

Exploration of the B-Zone 7th level,  by long hole drilling during 1999 resulted
in the discovery of a westward  extension of the gold bearing B-Zone manto. Long
hole drilling also indicated an extension of manto mineralization in a north and
westerly  direction.  The  exploration  program  for  fiscal  2000 as  currently
projected  consists of  exploration by tunnel to Weston Fault towards Penn Group
and long hole drilling and core drilling at the B-Zone  location on levels 7 and
8. This project will require approximately 12 months (after funding) and cost an
estimated $174,600.

The Company has, at present,  approximately 126,200 tons of mineralized material
containing varied amounts of gold,  silver,  lead, zinc and copper. See "Part I;
Item 2.  Description of  Properties;  Geology;  Geology and Potential  Reserves;
Location of  Mineralized  Material." 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


                                       13
<PAGE>


limited  exploration of the Hopemore 7th level (by crosscut,  raise,  drift, and
drill).  Stopes,  chutes, ore passes and handling  facilities are in operational
condition.

During fiscal 2000, the Company  expects to mine and mill ore from the B-Zone of
the  Hopemore  Mine,  Level  7 at a rate of  25-50  tons  per day and  gradually
increase tonnage if and when exploration and development  permits.  In the event
that  additional  ore is not  discovered,  ore  production  would  decrease  and
eventually  cease.  Shipments of gold  concentrate  to the Nevada custom smelter
were of a test  nature and  amounted to small  quantities  and  contained  large
amounts of pyrite.  The first shipment weighed 550 lbs. and assayed 18 ounces of
gold per ton.  The second  shipment  weighed 42 lbs.  and averaged 235 ounces of
gold per ton.  It now  appears  impractical  to ship  batch  quantities  to this
limited smelter.  The technology and time required to upgrade a "run of the mill
concentrate" of pyritic gold to a high grade gold concentrate, low in pyrite, is
uneconomical.  Therefore, the ASARCO smelter may be the best choice. The Company
is in the process of  attempting  to have the two batches  returned and plans to
add them to run of the mill  concentrates  to be  shipped  to  ASARCO at a later
date.  To operate the mine and mill on a 12 month basis would cost an  estimated
$862,800.  Management  estimates that an additional  $138,600 will be needed for
exploration,  $36,000 for  drilling,  $300,000 for  administrative  expenses and
$10,000  for  environmental  matters.  Management  anticipates  cash  flow  from
concentrate  sales  resulting from its initial mining and milling  operations as
soon as a smelter schedule has been signed with ASARCO.

In the  future,  when run of the mill  concentrates  are  shipped  to a national
smelter,  management  anticipates  that  shipments  will  be made  monthly  on a
multi-ton basis and  concentrates  will be lead based,  high in silver,  100-250
ounces per ton, gold, 5-10 ounces per ton and 20% pyrite.

The Company  generated no revenues from operations during the fiscal years ended
July 31,  1999 and 1998.  There were de minimis  non-operating  revenues  during
these periods of $1,519 and $1,377,  respectively.  Over all, costs and expenses
remained  the same from  fiscal  1998 to fiscal  1999.  However,  mine  expenses
increased  by  $71,094   (approximately   17%)  from  1998  ($415,636)  to  1999
($486,730).  The increase in mine expenses resulted primarily from expanded work
at  the  mine.  Selling,   general  and  administrative  expenses  increased  by
$1,087,002  (approximately  281%)  from  1998  ($386,232)  to 1999  ($1,473,234)
primarily due to an increase in the cost of raising  capital.  As a result,  the
Company's net loss for 1999 was  $1,964,447,  which was $1,157,266 more than its
1998 loss of $807,181.

Liquidity and Capital Resources

As of July 31, 1999, the Company had working capital of $65,162. The Company can
only  continue  as a going  concern  in the  event  that it  obtains  additional
capital.  As noted  above,  management  anticipates  that it will  need at least
$1,347,400 to carry out its plans for fiscal 2000.  Management hopes, but cannot
assure,  that a portion of these funds will come from  revenues  generated  from
gold sales. To the extent that cash flow is insufficient,  management intends to
raise  additional  capital  through  the  sale  of its  securities  and/or  debt
financing.

Specific plans to obtain financing will most likely include a combination of one
or more of the following:


                                       14
<PAGE>


     1.   Private  placements  of  the  Company's  securities  to  institutions;
          private  individuals  and investment  groups.  During fiscal 1999, the
          Company  raised  approximately  $941,382  through  the sale of  common
          stock.  These investments have enabled the Company to complete the 5-7
          level raise, commence Penn Group tunnel, long hole, and core drilling,
          mine and mill on a limited scale.

     2.   An  agreement  with  ASARCO to process  concentrates  on an  unlimited
          tonnage basis.

Assuming  that the Company is able to obtain funds from one or more of the above
sources,  planned  activities  over the next year, in order of priority,  are as
follows:

                                                        Estimated Time Required
                                                       to Complete (or Operating
                                                          Time - Production),
             Activity               Estimated Cost         Assuming Funding
             --------               --------------     -------------------------
(a)  Exploration by tunnel
     to Western fault and towards
     Penn Group
     420' est.                         $ 138,600          12 Months (segment)

(b)  Long hole drilling, core
     drilling, B-Zone, levels
     8 and 7                           $  36,000          12 Months

(c)  Operate Mine & Mill               $ 862,800          12 Months

(d)  Environmental Matters             $  10,000          12 Months

Aside from the above  planned  activities,  the Company's  basic  administrative
capital needs (e.g. rent, salaries,  utilities,  etc.) are approximately $25,000
per  month  ($300,000  per  year).  Management  has  been  funding  these  basic
requirements  and hopes to  continue  to fund  these  requirements  through  the
private  sale of its Common  Stock.  During the year  ended July 31,  1999,  the
Company obtained approximately $941,382 from the private sale of Common Stock.

During the fiscal year the Company  needs  approximately  $1,347,400 in order to
complete the planned  projects.  In the event not all funds are  available  from
cash flow and/or  financing  activities,  some  projects  could be  curtailed or
eliminated.

There is no assurance  whatsoever that the Company will generate any significant
revenues  from  its  initial  mining  operations  or that  any of the  Company's
proposed  plans to raise  capital  and  otherwise  fund  operations  will  prove
successful. The Company's inability to obtain


                                       15
<PAGE>


sufficient  funding will delay the Company's  planned  operations or,  possibly,
force the Company to go out of business.

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.  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.


                                       16
<PAGE>


Item 7.   Financial Statements.

For the Financial  Statements  required by Item 7 see the  Financial  Statements
included elsewhere in this Form 10-KSB.


                                       17
<PAGE>


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

                          INDEX TO FINANCIAL STATEMENTS
                       FILED WITH THE ANNUAL REPORT OF THE
                             COMPANY ON FORM 10-KSB


                        FOR THE YEAR ENDED JULY 31, 1999


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

BALANCE SHEET AS OF JULY 31, 1999, LEADVILLE MINING AND MILLING CORP.

STATEMENT OF OPERATIONS FOR THE YEARS ENDED JULY 31, 1999 AND JULY 31, 1998, AND
FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 1999, LEADVILLE MINING
AND MILLING CORP.

STATEMENT OF CHANGES IN  STOCKHOLDERS'  EQUITY FOR THE PERIOD SEPTEMBER 17, 1982
(INCEPTION) TO JULY 31, 1999, LEADVILLE MINING AND MILLING CORP.

STATEMENT OF CASH FLOWS FOR THE YEARS ENDED JULY 31, 1999 AND JULY 31, 1998, AND
FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 1999, LEADVILLE MINING
AND MILLING CORP.

NOTES TO FINANCIAL STATEMENTS


                         ------------------------------


Other  schedules not submitted are omitted,  because the information is included
elsewhere in the financial  statements or the notes  thereto,  or the conditions
requiring the filing of these schedules are not applicable.

As to certain matters,  the financial  statements  herein differ in presentation
from,  and include  data which are not  contained  in, the  Company's  published
financial statements to stockholders.  Such presentation and additional data are
submitted  solely for the purpose of complying  with the  applicable  accounting
requirements of Form 10-KSB and Regulation S-X.


<PAGE>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To The Board of Directors & Shareholders of
Leadville Mining and Milling Corp.

We have audited the  accompanying  balance sheet of Leadville Mining and Milling
Corp. (A  Development  Stage  Enterprise)  as of July 31, 1999,  and the related
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the two  years in the  period  ended  July 31,  1999 and for the  period
September 17, 1982 (Inception) to July 31, 1999. These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Leadville Mining and Milling
Corp. (A  Development  Stage  Enterprise) as of July 31, 1999 and the results of
its  operations and its cash flows for each of the two years in the period ended
July 31, 1999 and for the period September 17, 1982 (Inception) to July 31, 1999
in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements, the Company has incurred recurring losses through July 31,
1999 of $8,279,844 that raises  substantial  doubt about its ability to continue
as a going concern.  Management's plans in regard to these matters are described
in Note 9. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.


                                              WOLINETZ, GOTTLIEB & LAFAZAN, P.C.

Rockville Centre, New York
October 12, 1999


                                       F-1
<PAGE>


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


                                     ASSETS

     Current Assets:
       Cash                                                     $   106,893
       Loans Receivable                                               9,190
       Other Current Assets                                           2,465
                                                                -----------
          Total Current Assets                                      118,548
                                                                -----------

     Property and Equipment (Net of
       Accumulated Depreciation of $355,476)                      1,350,175
                                                                -----------

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

     Total Assets                                               $ 1,483,390
                                                                ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

     Current Liabilities:
       Accrued Expenses and Taxes                               $    53,386
                                                                -----------

     Commitments and Contingencies

     Stockholders' Equity:
       Common Stock, Par Value $.001 Per Share;
         Authorized 150,000,000 shares; Issued and
         Outstanding 20,222,615 Shares                               20,223
       Capital Paid In Excess of Par Value                        9,689,625
       Deficit Accumulated in the Development Stage              (8,279,844)
                                                                -----------
          Total Stockholders' Equity                              1,430,004
                                                                -----------

     Total Liabilities and Stockholders' Equity                 $ 1,483,390
                                                                ===========

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


                                       F-2
<PAGE>


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

<TABLE>
<CAPTION>
                                                                              For  The Period
                                                For The Year Ended           September 17,1982
                                                     July 31,                   (Inception)
                                         -------------------------------            To
                                             1999               1998            July 31, 1999
                                         ------------       ------------       ------------
<S>                                      <C>                <C>                <C>
Revenues:
  Interest Income                        $        919       $        877       $    710,030
  Miscellaneous                                   600                500             25,806
                                         ------------       ------------       ------------

    Total Revenues                              1,519              1,377            735,836
                                         ------------       ------------       ------------

Costs and Expenses:
  Mine Expenses                               486,730            415,636          2,626,079
  Selling, General and
    Administrative Expenses                 1,473,234            386,232          5,895,711
  Depreciation                                  5,322              5,322            355,476
  Loss on Write-Off of Investment                --                 --               10,000
  Loss on Joint Venture                          --                 --              101,700
                                         ------------       ------------       ------------

  Total Costs and Expenses                  1,965,286            807,190          8,988,966
                                         ------------       ------------       ------------

Loss Before Provision
  For Income Taxes                         (1,963,767)          (805,813)        (8,253,130)

 .Provision For Income
  Taxes                                           680              1,368             26,714
                                         ------------       ------------       ------------

Net Loss                                 $ (1,964,447)      $   (807,181)      $ (8,279,844)
                                         ============       ============       ============


Net Loss Per Share                       $       (.10)      $       (.05)
                                         ============       ============

Average Common Shares Outstanding          18,801,542         15,620,231
                                         ============       ============
</TABLE>


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


                                       F-3

<PAGE>


                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 1999

<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated
                                                   Common Stock              Capital Paid        In The
                                           -----------------------------     In Excess of      Development
                                             Shares           Amount          Par Value            Stage             Total
                                           ----------      ------------      ------------      ------------       ------------
<S>                                        <C>             <C>               <C>               <C>                <C>
Balance
  September 17, 1982
  (Inception)                                     -0-      $        -0-      $        -0-      $        -0-       $        -0-

Initial Cash
  Officers - At $.001 Per Share             1,575,000             1,575              --                --                1,575

  Other Investors -
    At $.001 Per Share                      1,045,000             1,045              --                --                1,045

Initial - Mining Claims                          --
  Officer - At $.002 Per Share                875,000               875               759              --                1,634

Common Stock Issued For:
  Cash At $.50 Per Share                      300,000               300           149,700              --              150,000

Net Loss                                         --                --                --              (8,486)            (8,486)
                                         ------------      ------------      ------------      ------------       ------------

Balance - July 31, 1983                     3,795,000             3,795           150,459            (8,486)           145,768

Common Stock Issued For:
  Cash Pursuant to Initial Offering
  At $1.50 Per Share, Net of
  Offering Costs of $408,763                1,754,741             1,755         2,221,594              --            2,223,349

Net Income                                       --                --                --              48,890             48,890
                                         ------------      ------------      ------------      ------------       ------------

Balance - July 31, 1984                     5,549,741             5,550         2,372,053            40,404          2,418,007

Net Income                                       --                --                --              18,486             18,486
                                         ------------      ------------      ------------      ------------       ------------

Balance - July 31, 1985                     5,549,741             5,550         2,372,053            58,890          2,436,493

Common Stock Issued For:
  Mineral Lease At $1.00 Per Share                100              --                 100              --                  100

Net Income                                       --                --                --               4,597              4,597
                                         ------------      ------------      ------------      ------------       ------------

Balance - July 31, 1986                     5,549,841             5,550         2,372,153            63,487          2,441,190
</TABLE>


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


                                       F-4
<PAGE>


                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 1999

<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated
                                                   Common Stock              Capital Paid        In The
                                           -----------------------------     In Excess of      Development
                                             Shares           Amount          Par Value            Stage             Total
                                           ----------      ------------      ------------      ------------       ------------
<S>                                        <C>             <C>               <C>               <C>                <C>
Net Loss                                         --        $       --        $       --        $   (187,773)      $   (187,773)
                                         ------------      ------------      ------------      ------------       ------------

Balance - July 31, 1987                     5,549,841             5,550         2,372,153          (124,286)         2,253,417

Common Stock Issued For:
  Services Rendered At
    $1.00 Per Share                            92,000                92            91,908              --               92,000

Net Loss                                         --                --                --            (328,842)          (328,842)
                                         ------------      ------------      ------------      ------------       ------------

Balance - July 31, 1988                     5,641,841             5,642         2,464,061          (453,128)         2,016,575

Net Loss                                         --                --                --            (379,852)          (379,852)
                                         ------------      ------------      ------------      ------------       ------------

Balance - July 31, 1989                     5,641,841             5,642         2,464,061          (832,980)         1,636,723

Common Stock Issued For:
  Cash:
    At $.70 Per Share                         269,060               269           194,219              --              194,488
    At $.50 Per Share                         387,033               387           199,443              --              199,830
  Services:
    At $.50 Per Share                          68,282                68            34,073              --               34,141
  Commissions:
    At $.70 Per Share                          15,000                15               (15)             --                 --

Commissions Paid                                 --                --              (2,100)             --               (2,100)

Net Loss                                         --                --                --            (529,676)          (529,676)
                                         ------------      ------------      ------------      ------------       ------------

Balance - July 31, 1990                     6,381,216             6,381         2,889,681        (1,362,656)         1,533,406

Common Stock Issued For:
  Cash At $.60 Per Share                      318,400               319           180,954              --              181,273

Net Loss                                         --                --                --            (356,874)          (356,874)
                                         ------------      ------------      ------------      ------------       ------------

Balance - July 31, 1991                     6,699,616             6,700         3,070,635        (1,719,530)         1,357,805
</TABLE>


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


                                       F-5
<PAGE>


                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 1999

<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated
                                                   Common Stock              Capital Paid        In The
                                           -----------------------------     In Excess of      Development
                                             Shares           Amount          Par Value            Stage             Total
                                           ----------      ------------      ------------      ------------       ------------
<S>                                        <C>             <C>               <C>               <C>                <C>
Common Stock Issued For:
  Cash:
    At $.30 Per Share                         114,917      $        115      $     34,303      $       --         $     34,418
    At $.50 Per Share                           2,000                 2               998              --                1,000
    At $.60 Per Share                          22,867                23            13,698              --               13,721
    At $.70 Per Share                          10,000                10             6,990              --                7,000
    At $.80 Per Share                           6,250                 6             4,994              --                5,000
    At $.90 Per Share                           5,444                 5             4,895              --                4,900
  Services:
    At $.32 Per Share                          39,360                39            12,561              --               12,600
    At $.50 Per Share                          92,353                93            46,084              --               46,177
  Exercise of Options:
    At $.50 Per Share By
      Related Party                           100,000               100            49,900              --               50,000

Net Loss                                         --                --                --            (307,477)          (307,477)
                                         ------------      ------------      ------------      ------------       ------------

Balance - July 31, 1992                     7,092,807             7,093         3,245,058        (2,027,007)         1,225,144

Common Stock Issued For:
  Cash:
    At $.30 Per Share                         176,057      $        176      $     51,503      $       --         $     51,679
    At $.50 Per Share                         140,000               140            69,964              --               70,104
    At $.60 Per Share                          10,000                10             5,990              --                6,000
    At $.70 Per Share                          17,000                17            11,983              --               12,000
    At $1.00 Per Share                         50,000                50            49,950              --               50,000
  Services:
    At $.50 Per Share                         495,556               496           272,504              --              273,000
  Commissions:
    At $.50 Per Share                          20,220                20               (20)             --                 --

Commissions Paid                                 --                --              (1,500)             --               (1,500)

Net Loss                                         --                --                --            (626,958)          (626,958)
                                         ------------      ------------      ------------      ------------       ------------
Balance - July 31, 1993                     8,001,640             8,002         3,705,432        (2,653,965)         1,059,469
</TABLE>


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


                                       F-6
<PAGE>


                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 1999

<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated
                                                   Common Stock              Capital Paid        In The
                                           -----------------------------     In Excess of      Development
                                             Shares           Amount          Par Value            Stage             Total
                                           ----------      ------------      ------------      ------------       ------------
<S>                                        <C>             <C>               <C>               <C>                <C>
Common Stock Issued For:
  Cash:
    At $.30 Per Share                         149,330      $        150      $     43,489      $       --         $     43,639
    At $.50 Per Share                         377,205               377           189,894              --              190,271
Services:
    At $.30 Per Share                         500,000               500           149,500              --              150,000
    At $.50 Per Share                         130,000               130            71,287              --               71,417
    At $.50 Per Share
      By Related Party                         56,000               156            77,844              --               78,000
    At $.70 Per Share                           4,743                 4             3,316              --                3,320
  Exercise of Options For Services:
    At $.50 Per Share                          35,000                35            17,465              --               17,500
    At $.50 Per Share
     By Related Party                         150,000               150            74,850              --               75,000

Net Loss                                         --                --                --            (665,909)          (665,909)

                                         ------------      ------------      ------------      ------------       ------------
Balance - July 31, 1994                     9,503,918             9,504         4,333,077        (3,319,874)         1,022,707

Common Stock Issued For:
  Cash:
    At $.30 Per Share                         150,000      $        150      $     49,856      $       --         $     50,006
    At $.40 Per Share                         288,200               288           115,215              --              115,503
    At $.50 Per Share                         269,611               270           132,831              --              133,101
    At $.60 Per Share                         120,834               121            72,379              --               72,500
    At $.70 Per Share                          23,000                23            16,077              --               16,100
Services:
    At $.40 Per Share                         145,000               145            60,755              --               60,900
    At $.50 Per Share                          75,000                75            34,925              --               35,000
Exercise of Options For:
  Cash:
  At $.50 Per Share
    By Related Party                          350,000               350           174,650              --              175,000
Services:
  At $.50 Per Share                            35,000                35            17,465              --               17,500

Commissions Paid                                 --                --              (1,650)             --               (1,650)

Net Loss                                         --                --                --            (426,803)          (426,803)
                                         ------------      ------------      ------------      ------------       ------------
Balance - July 31, 1995                    10,960,563      $     10,961      $  5,005,580      $ (3,746,677)      $  1,269,864
</TABLE>


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


                                       F-7

<PAGE>


                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 1999

<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated
                                                   Common Stock              Capital Paid        In The
                                           -----------------------------     In Excess of      Development
                                             Shares           Amount          Par Value            Stage             Total
                                           ----------      ------------      ------------      ------------       ------------
<S>                                        <C>             <C>               <C>               <C>                <C>
Common Stock Issued For:
  Cash:
    At $.40 Per Share                          75,972      $         76      $     30,274      $       --         $     30,350
    At $.50 Per Share                         550,423               550           270,074              --              270,624
    At $.60 Per Share                         146,773               147            87,853              --               88,000
    At $.70 Per Share                          55,722                56            38,949              --               39,005
    At $.80 Per Share                         110,100               110            87,890              --               88,000

Services:
    At $.40 Per Share                         104,150               104            38,296              --               38,400
    At $.50 Per Share                          42,010                42            20,963              --               21,005
    At $.60 Per Share                           4,600                 5             2,755              --                2,760
    At $.70 Per Share                         154,393               155           107,920              --              108,075

  Commissions:
     At $.35 Per Share                         23,428                23               (23)
     At $.50 Per Share                         50,545                50               (50)
     At $.60 Per Share                          2,000                 2                (2)
     At $.70 Per Share                         12,036                12               (12)

  Exercise of Options:
    Cash:
      At $.35 Per Share
        By Related Party                       19,571                20             6,830              --                6,850

    Services:
      At $.35 Per Share
        By  Related Party                     200,429               200            69,950              --               70,150
      At $.50 Per Share                        95,000                95            47,405              --               47,500

     Compensation Portion of
        Options Exercised                        --                --             261,500              --              261,500

Net Loss                                         --                --                --            (956,043)          (956,043)
                                         ------------      ------------      ------------      ------------       ------------


Balance - July 31, 1996                    12,607,715            12,608         6,076,152        (4,702,720)         1,386,040
</TABLE>


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


                                       F-8

<PAGE>


                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 1999

<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated
                                                   Common Stock              Capital Paid        In The
                                           -----------------------------     In Excess of      Development
                                             Shares           Amount          Par Value            Stage             Total
                                           ----------      ------------      ------------      ------------       ------------
<S>                                        <C>             <C>               <C>               <C>                <C>
Common Stock Issued For:
  Cash:
    At $.35 Per Share                          50,000      $         50      $     17,450      $       --         $     17,500
    At $.40 Per Share                         323,983               324           128,471              --              128,795
    At $.50 Per Share                         763,881               762           381,174              --              381,936
    At $.60 Per Share                          16,667                17             9,983              --               10,000
    At $.70 Per Share                           7,143                 7             4,993              --                5,000
    At $.80 Per Share                          28,750                29            22,971              --               23,000

  Services:
    At $.50 Per Share                         295,884               296           147,646              --              147,942

  Commissions:
     At $.35 Per Share                         44,614                45               (45)
     At $.40 Per Share                         41,993                42               (42)
     At $.50 Per Share                         37,936                38               (38)

  Expense:
     At $.35 Per Share                          8,888                 9             3,099              --                3,108
     At $.40 Per Share                          9,645                10             3,848              --                3,858

  Property and Equipment
      At $.60 Per Share                         7,500                 8             4,492              --                4,500

  Exercise of Options
    Services:
      At $.35 Per Share
        By Related Party                      136,301               136            47,569              --               47,705

Net Loss                                         --                --                --            (805,496)          (805,496)
                                         ------------      ------------      ------------      ------------       ------------

Balance - July 31, 1997                    14,380,900      $     14,381      $  6,847,723      $ (5,508,216)      $  1,353,888
</TABLE>


                                       F-9

<PAGE>


                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 1999

<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated
                                                   Common Stock              Capital Paid        In The
                                           -----------------------------     In Excess of      Development
                                             Shares           Amount          Par Value            Stage             Total
                                           ----------      ------------      ------------      ------------       ------------
<S>                                        <C>             <C>               <C>               <C>                <C>
Common Stock Issued For:
  Cash:
    At $.20 Per Share                          10,000      $         10      $      1,990      $       --         $      2,000
    At $.25 Per Share                         100,000               100            24,900              --               25,000
    At $.27 Per Share                          45,516                46            12,244              --               12,290
    At $.28 Per Share                         150,910               151            41,349              --               41,500
    At $.30 Per Share                          60,333                60            18,040              --               18,100
    At $.31 Per Share                           9,677                10             2,990              --                3,000
    At $.32 Per Share                          86,750                87            27,673              --               27,760
    At $.33 Per Share                         125,364               125            41,245              --               41,370
    At $.35 Per Share                          75,144                75            26,225              --               26,300
    At $.38 Per Share                          49,048                49            18,311              --               18,360
    At $.40 Per Share                         267,500               268           106,732              --              107,000
    At $.45 Per Share                          65,333                65            29,335              --               29,400
    At $.50 Per Share                         611,184               610           304,907              --              305,517

Services:
    At $.23 Per Share                          48,609                49            11,131              --               11,180

Exercise of Options:
  Services:
     At $.22 Per Share                         82,436                82            18,054              --               18,136
     At $.35 Per Share                        183,846               184            64,162              --               64,346

Compensation:
     At $.22 Per Share                        105,000               105            22,995              --               23,100
     At $.35 Per Share                         25,000                25             8,725              --                8,750

Commissions:
     At $.22 Per Share                         67,564                68               (68)             --
     At $.35 Per Share                        291,028               291              (291)             --

Net Loss                                         --                --                --            (807,181)          (807,181)
                                           ----------      ------------      ------------      ------------       ------------
Balance - July 31, 1998                    16,841,142      $     16,841      $  7,628,372      $ (6,315,397)      $  1,329,816
</TABLE>


                                      F-10

<PAGE>


                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 1999

<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated
                                                   Common Stock              Capital Paid        In The
                                           -----------------------------     In Excess of      Development
                                             Shares           Amount          Par Value            Stage             Total
                                           ----------      ------------      ------------      ------------       ------------
<S>                                        <C>             <C>               <C>               <C>                <C>
Common Stock Issued For:
  Cash:
    At $0.20 Per Share                         12,500      $         13      $      2,487      $       --         $      2,500
    At $0.22 Per Share                         45,454                45             9,955              --               10,000
    At $0.25 Per Share                        248,788               249            61,948              --               62,197
    At $0.27 Per Share                        132,456               132            35,631              --               35,763
    At $0.28 Per Share                        107,000               107            30,493              --               30,600
    At $0.29 Per Share                         20,000                20             5,780              --                5,800
    At $0.30 Per Share                         49,333                49            14,751              --               14,800
    At $0.32 Per Share                        152,725               153            48,719              --               48,872
    At $0.33 Per Share                        149,396               149            49,151              --               49,300
    At $0.35 Per Share                        538,427               538           187,912              --              188,450
    At $0.40 Per Share                         17,000                17             6,783              --                6,800
    At $0.50 Per Share                         53,000                53            26,447              --               26,500
    At $0.55 Per Share                          6,000                 6             3,294              --                3,300
    At $0.65 Per Share                         33,846                34            21,966              --               22,000
    At $0.68 Per Share                         13,235                13             8,987              --                9,000
    At $0.70 Per Share                        153,572               154           107,346              --              107,500
    At $0.90 Per Share                         57,777                58            51,942              --               52,000
    At $1.00 Per Share                         50,000                50            49,950              --               50,000
    At $1.10 Per Share                        150,000               150           164,850              --              165,000

Expenses:
    At $0.21 Per Share                         37,376                37             7,812              --                7,849
    At $0.30 Per Share                         19,450                19             5,816              --                5,835
    At $0.36 Per Share                         34,722                35            12,465              --               12,500

Commission:
    At $0.21 Per Share                        158,426               158              (158)             --                 --
    At $0.25 Per Share                         28,244                28               (28)             --                 --
    At $0.30 Per Share                        132,759               133              (133)             --                 --
    At $0.35 Per Share                         40,000                40               (40)             --                 --

Services:                                      95,238                95            19,905              --               20,000
    At $0.25 Per Share                         17,000                17             4,233              --                4,250
    At $0.30 Per Share                        145,941               146            43,636              --               43,782
    At $0.50 Per Share                         71,808                72            35,832              --               35,904

                                           19,612,615      $     19,611      $  8,646,104      $ (6,315,397)      $  2,350,318
</TABLE>


                                      F-11

<PAGE>


                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 1999

<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated
                                                   Common Stock              Capital Paid        In The
                                           -----------------------------     In Excess of      Development
                                             Shares           Amount          Par Value            Stage             Total
                                           ----------      ------------      ------------      ------------       ------------
<S>                                        <C>             <C>               <C>               <C>                <C>
Compensation portion of Cash
  Issuances                                      --                --             618,231              --              618,231

Compensation Portion of
  Options Granted                                --                --              48,000              --               48,000

Exercise of Options:
  Cash
    At $0.10 Per Share                        510,000               510            50,490              --               51,000

Services:
    At $0.70 Per Share                        100,000               100            69,900              --               70,000

Compensation Portion of Options
  Exercised                                      --                --             256,900              --              256,900

Net Loss                                         --                --                --          (1,964,447)        (1,964,447)
                                         ------------      ------------      ------------      ------------       ------------

Balance - July 31, 1999                    20,222,615      $     20,221      $  9,689,625      $ (8,279,844)      $  1,430,002
                                         ============      ============      ============      ============       ============
</TABLE>


                                      F-12

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                              For The Period
                                                              For The Year Ended            September 17, 1982
                                                                   July 31,                    (Inception)
                                                         -------------------------------           To
                                                             1999               1998          July 31, 1999
                                                         ------------       ------------      -------------
<S>                                                      <C>                <C>                <C>
Cash Flow From Operating Activities:
  Net Loss                                               $ (1,964,447)      $   (807,181)      $ (8,279,844)
  Adjustments to Reconcile Net Loss to
    Net Cash Used By Operating Activities:
      Depreciation                                              5,322              5,322            355,476
      Loss on Write-Off of Investment                            --                 --               10,000
      Loss From Joint Venture                                    --                 --              101,700
      Value of Common Stock Issued For Services               276,829            125,512          1,863,899
      Compensation Portion of Options Exercised               846,424               --            1,107,924
      Changes in Operating Assets and Liabilities:
        (Increase) Decrease in Other Current Assets            (2,281)               792             (2,465)
        Increase in Security Deposit                             --                 --               (3,667)
        Increase (Decrease) in Accrued Expenses
           and Taxes                                           (7,210)             4,686             53,386
                                                         ------------       ------------       ------------

Net Cash Used By Operating Activities                        (845,363)          (670,869)        (4,793,591)
                                                         ------------       ------------       ------------

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.


                                      F-13

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                              For The Period
                                                              For The Year Ended            September 17, 1982
                                                                   July 31,                    (Inception)
                                                         -------------------------------           To
                                                             1999               1998          July 31, 1999
                                                         ------------       ------------      -------------
<S>                                                      <C>                <C>                <C>
Cash Flow From Financing Activities:
  (Increase) Decrease in Loans Receivable                $       (700)      $     (2,664)      $     (9,190)
                                                                                               ------------
  Increase in Loans Payable - Officers                           --                 --               18,673
  Repayment of Loans Payable - Officers                          --                 --              (18,673)
  Proceeds From Sale of Common Stock                          941,382            657,597          7,152,037
  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                     940,682            654,933          6,717,834
                                                         ------------       ------------       ------------

Increase (Decrease) In Cash and Cash Equivalents               95,319            (15,936)           106,893

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

Cash and Cash Equivalents - Ending                       $    106,893       $     11,574       $    106,893
                                                         ============       ============       ============

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

  Cash Paid For Income Taxes                             $        680       $      1,368       $     26,163
                                                         ============       ============       ============

Non-Cash Financing Activities:
  Issuances of Common Stock as Commissions
    on Sales of Common Stock                             $     94,159       $    116,724       $    320,580
                                                         ============       ============       ============

  Issuance of Common Stock as Payment for Expenses       $     13,684       $     93,662       $    114,312
                                                         ============       ============       ============

  Issuance of Common Stock as Payment for Property
    and Equipment                                        $       --         $      4,500       $      4,500
                                                         ============       ============       ============
</TABLE>


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


                                      F-14

<PAGE>


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


NOTE 1 - Summary of Significant Accounting Policies

     Basis of Presentation

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue as a going  concern.  However,  the Company has incurred
recurring  losses  through  July 31,  1999  aggregating  $8,279,844  that raises
substantial doubt about its ability to continue as a going concern. As indicated
in Note 9, the  Company  is in the  process of raising  additional  capital  and
financing.  Continuation of the Company is dependent on (1)  consummation of the
contemplated  financings,  (2) achieving sufficiently  profitable operations and
(3) subsequently  maintaining  adequate  financing  arrangements.  The financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

     Property and Equipment

     Property and equipment is reported at cost.  It is the Company's  policy to
capitalize  costs  incurred  to improve  and  develop  the  mining  and  milling
property. General and administrative expenses are expensed as incurred.

     Depletion of mine and mill improvements is computed at cost using the units
of  production  method.  The Company has made no provision  for depletion as the
mine  and  mill  is not in the  production  stage.  Provision  is  made  for the
depreciation  of office  furniture and fixtures,  machinery and  equipment,  and
building.  Depreciation  is computed  using both  straight-line  and  accelerate
methods over the estimated useful lives of the related assets.


                                      F-15

<PAGE>


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


NOTE 1 - Summary of Significant Accounting Policies (Continued) Income Taxes

     The Company accounts for income taxes under the asset and liability method.
The  objective of the asset and  liability  method is to establish  deferred tax
assets and  liabilities  for the  temporary  differences  between the  financial
reporting  basis and the tax basis of the Company's  assets and  liabilities  at
enacted tax rates  expected to be in effect  when such  amounts are  realized or
settled.

NOTE 2 - Mining Reclamation Bonds

     This  represents  certificates  of  deposit  that  have been  deposited  as
security for a Mining Reclamation Bond.

NOTE 3 - Loans Receivable

     Included in loans  receivable are unsecured  short-term  revolving loans of
$8,850 and $2,340 paid by the  Company  respectively  to WCM  Capital,  Inc.,  a
publicly traded corporation and South American Minerals,  Inc. a publicly traded
corporation. These are non-interest bearing and due on demand.


                                      F-16

<PAGE>


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


NOTE 4 - Property and Equipment

     Property and equipment consists of the following:

     Land                                          $   24,364
     Building                                          22,655
     Machinery and Equipment                          358,230
     Mining Claims and
       Leasehold Improvements                         106,786
     Mill and Mining Improvements                   1,192,658
     Office Furniture, Fixtures
       and Equipment                                      958
                                                   ----------
                                                    1,705,651
     Less:  Accumulated Depreciation                  355,476
                                                   ----------
                                                   $1,350,175
                                                   ==========

NOTE 5 - Stockholders' Equity

     At various stages in the Company's  development,  shares of stock have been
issued in exchange  for the fair market  value,  as  determined  by the Board of
Directors,  for services  received with a  corresponding  charge to  operations,
property and  equipment or capital paid in excess of par value  depending on the
nature of the services provided.


                                      F-17

<PAGE>


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


NOTE 5 - Stockholders' Equity (Continued)

     Common Stock Reserved For Issuance

     The following is a table with respect to common stock  reserved for options
as of

July 31, 1999:
                                                      Options Outstanding
                                                  --------------------------
                                                  Number of      Price Range
                                                   Shares         Per Share
                                                  --------       -----------
Balance - July 1, 1991                                 -0-        $   --

  Options Granted:
    Services                                       400,000        $.10-.50
    Services - Related Parties                     225,000             .50

  Options Exercised - Related Parties             (100,000)            .50
                                                  --------        --------
Outstanding - July 31, 1992                        525,000        .10 - .50

  Options Granted:
    Services                                       200,000             .50
                                                  --------        --------
Outstanding - July 31, 1993                        725,000        .10 - .50

  Options Granted:
    Services                                       310,000             .50
    Services - Related Parties                     350,000             .50

  Exercised:
    Services                                       (35,000)            .50
    Services - Related Parties                    (150,000)            .50

  Expired:                                        (525,000)        .10-.50
                                                  --------        --------

Outstanding - July 31, 1994                        675,000             .50

  Exercised:
    Services                                       (35,000)            .50
    Services - Related Parties                    (350,000)            .50
                                                  --------        --------

Outstanding - July 31, 1995                        290,000             .50


                                      F-18

<PAGE>


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

NOTE 5 - Stockholders' Equity (Continued)

     Common Stock Reserved For Issuance

     The following is a table with respect to common stock  reserved for options
as of

July 31, 1999:

                                                      Options Outstanding
                                                  --------------------------
                                                  Number of      Price Range
                                                   Shares         Per Share
                                                  --------       -----------
  Options Granted:
      Services - Related Parties                   600,000        $    .35

  Exercised:
      Cash - Related Parties                       (17,500)            .40
      Services                                     (95,000)            .50
      Services -Related Parties                   (202,500)            .35

Expired:                                          (165,000)            .50
                                                  --------        --------

Outstanding - July 31, 1996                        410,000         .35-.50

  Options Granted
      Services - Related Party                    1,545,000            .35
      Services                                      10,000             .35

  Exercised
      Service - Related Party                     (101,730)            .35
      Expired                                      (30,000)            .35
                                                  --------        --------

Outstanding July 31, 1997                         1,833,270            .35

Options Granted:
      Services - Related Parties                   610,000             .22
       Services                                    755,000         .22-.40

  Exercised:
      Services                                    (720,000)        .22-.35
                                                  --------        --------

Outstanding - July 31, 1998                       2,478,270        .10-.40

Options Granted:
      Services                                     100,000             .70

Exercised:
      Services                                    (260,000)        .10-.70
      Services Related Party                      (350,000)           --
                                                  --------        --------

Outstanding - July 31, 1999                       1,968,270       $.10-.40
                                                  ========        ========


                                      F-19

<PAGE>


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


NOTE 5 - Stockholders' Equity (Continued)

     Authorized Common Stock

     In September  1993 the Company's  shareholders  approved an increase in the
authorized common stock from 100,000,000 shares to 150,000,000 shares.

     Effective  April 11,  1998 the Company  underwent a 1 for 10 reverse  split
with all fractions being rounded up into new common stock.

     All  references to common stock is restated to reflect the 1 for 10 reverse
split.

NOTE 6 - Income Taxes

     For income tax purposes,  the Company has a net operating loss carryforward
at July 31, 1999 of  approximately  $6,400,000  beginning  to expire at July 31,
2001 if not offset against future federal taxable income.

     Pursuant to FASB 109, the Company has elected to take a 100% reserve on the
deferred  tax  asset  arising  from the net  operating  loss of  $2,176,000  and
accordingly there is no cumulative effect adjustment or current year tax benefit
recorded.

NOTE 7 - Commitments and Contingencies

     From time to time,  the  Company  may be named in legal  actions  which are
incidential  to the  industry  in which the  Company  operates.  Currently,  the
Company is not a party to any legal proceedings.


                                      F-20

<PAGE>


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


NOTE 8 - Refining Contract

     The Company has entered into an agreement with ASARCO  Incorporated for the
sale and  refining of lead  concentrates  produced  from the  Company's  mine in
Colorado. The Agreement provides that the Company may ship metallic materials in
lots of 200 - 300 tons to ASARCO's smelter in East Helena,  Montana. ASARCO will
take delivery of the material,  perform the smelting  operations and pay for the
metals based on the London Metals Exchange less certain  deductions for expenses
of smelting and adjustment for excess impurities, including water. The period of
the agreement  commenced on September 1, 1995 through and  including  August 31,
1998 and  continues  thereafter  subject  to  cancellation  on sixty  (60) days'
written notice by either party;  however,  the agreement shall not extend beyond
June 30, 2000.

NOTE 9 - Liquidity and Going Concern Uncertainty

     The Company has incurred  recurring  losses amounting to $8,279,844 at July
31, 1999. This raises  substantial doubt about the Company's ability to continue
as a going concern.

     Specific  plans  to  obtain  financing  for a full  scale  mining  and mill
operation may include a combination of one or more of the following:

     a. Private placements of the Company's securities to institutions,  private
individuals,  mining companies, and/or investment groups. During the fiscal year
ended July 31, 1999 the Company raised approximately  $941,383 through the sales
of common stock to  investors,  which enabled the Company to complete the Hunter
Shaft, test the mill and do core drilling.


                                      F-21

<PAGE>


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


NOTE 9 - Liquidity and Going Concern Uncertainty (Continued)

     b. A  working  arrangement  with a mining  company  pursuant  to which  the
Company  would  mine and the other  company  would  mill,  smelt and  market the
products.  Under these  conditions,  the Company's cost would be concentrated on
the mining  effort  only.  The Company has  negotiated  such an  agreement.  The
agreement  ran for an  initial  two year term.  Since  September  1,  1998,  the
agreement  is   terminable   by  either  party  on  sixty  (60)  days'   notice.
Notwithstanding  the foregoing,  the agreement  would not extend beyond June 30,
2000. The Company would deliver  metallic  minerals to the mining company's mill
site six miles  southeast  of  Leadville,  Colorado.  The price for the material
would be based  upon the  London  Metals  Exchange  market  price  less  certain
deductions for treatment and impurities on the date of delivery.

     Assuming  that the Company is able to obtain  funds from one or more of the
above sources,  planned activities over the next twelve months should include A)
exploration  by tunnel to Weston Fault  towards Penn Group B) Long Hole drilling
and core drilling of B-Zone  Levels 7 and 8 C) mine and mill.  During the Fiscal
2000 the company needs to raise  additional  capital in order to complete  these
projects.

     There is no assurance  whatsoever that any of the Company's  proposed plans
to raise  capital and  otherwise  fund  operations  will prove  successful.  The
Company's  ability to continue as a going concern is dependent  upon its ability
to obtain sufficient  funding as discussed above and its inability to do so will
delay or cease the Company's planned operations as discussed above.


                                      F-22

<PAGE>


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


NOTE 9 - Liquidity and Going Concern Uncertainty (Continued)

     Year 2000 Considerations

     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.


                                      F-23

<PAGE>


Item 8.   Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosures.

There have been no changes in or disagreements  with accountants with respect to
accounting and/or financial disclosure.


                                    PART III

Item 9.   Directors,   Executive   Officers,   Promoters  and  Control  Persons;
          Compliance with Section 16(a) of the Exchange Act.

The following table sets forth certain information  concerning the directors and
executive officers of the Company:

                                    First
                                    Became
Name                       Age      Director      Position
----                       ---      --------      --------
Donald W. Wilson*          70       9/22/82       Former President & Director

Gifford A. Dieterle        67       9/22/82       President, Executive
                                                  Vice President,
                                                  Secretary, Treasurer
                                                  & Chairman of the Board

Robert Roningen            66       9/14/93       Vice President- Operations
                                                  & Director

Horst Scherp               70       1/25/95       Director

Jack V. Everett            77       1/25/95       Director

----------
* Donald W.  Wilson  resigned  as  President  and a Director  of the  Company on
September 29, 1999,  at which time,  the Board of Directors  elected  Gifford A.
Dieterle to the position of President.

Directors are elected at the meeting of shareholders called for that purpose and
hold office until the next shareholders meeting called for that purpose or until
their  resignation  or death.  Officers  of the  corporation  are elected by the
directors at meetings called by the directors for its purpose.

DONALD W. WILSON,  President  and Director  during  fiscal 1999.  He resigned as
President  and a Director  of the Company on  September  29,  1999.  His highest
educational  degree is a High School diploma obtained from Leadville High School
in Leadville, Colorado in 1949.


                                       18

<PAGE>


He   additionally   attended  the  Colorado   School  of  Mines  in  1969  on  a
non-matriculating basis, where he took courses in geology,  surveying,  mapping,
and mathematics.  He did not graduate and therefore did not obtain a degree. His
employment history since 1977 consists of the following: From May 1983 until the
present, he has been President of the Company. From January 1981 to May 1983, he
was mine and mill manager of the Franklin  Mine, a gold mine in Colorado,  which
is owned by Franklin  Consolidated  Mining  Company.  From 1979 to 1980,  M.S.T.
Company - Rio Blanco Oil Shale Corporation,  employed him as a project engineer.
From 1977 to 1979, United Nuclear-Homestake  Partnership,  Inc., Grants, and New
Mexico employed him as a superintendent of shaft sinking operation.

GIFFORD A. DIETERLE, President, Executive Vice-President, Treasurer and Chairman
of the Board of Directors of the Company.  Mr. Dieterle was appointed  President
in September  1999 following the  resignation  of Donald W. Wilson.  His highest
educational degree is a M.S. in Geology obtained from New York University.  From
1977 until July 1993, he was Chairman,  Treasurer,  and Executive Vice-President
of Franklin  Consolidated Mining Company.  From 1965 to 1987, he was lecturer in
geology at the City  University of N.Y.  (Hunter  Division).  Since 1962, he has
been a consulting  geologist  engaged in the  geological  evaluation  of oil and
mineral  properties.  From 1978  until  the  present,  he has been a  registered
representative with Datek Securities.

ROBERT RONINGEN,  Vice  President-Operations  and a director, has, for more than
the past five years,  been engaged in the practice of law as a sole practitioner
and is a self-employed consultant geophysicist in Duluth,  Minnesota.  From 1988
to August 1993, he was an officer and director of Franklin  Consolidated  Mining
Company,  Inc. He graduated from the University of Minnesota in 1957 with a B.A.
in geology and in 1962 with a degree in Law.

HORST SCHERP, a director,  has been an Associate  Professor of Geology at Hunter
College of the City of New York since 1963. From 1980 to 1987, he was a Director
and geologist for Jeger Oil Corp. Mr. Scherp received a Ph.D in geology from the
University of Gottingen, Germany, in 1959.

JACK V.  EVERETT,  a director,  has been a consulting  mining  geologist  for 25
years, with expertise in all phases of exploration for base and precious metals.
Following his 1947  graduation from Michigan State  University,  he was District
Geologist  for  Pickands  Mather & Company on the Cuyuna Iron Range,  Minnesota.
From 1951 to 1970, he was Chief Geologist and Exploration Manager for W.S. Moore
Company,  Duluth,  Minnesota,  an iron mining  company  with gold and base metal
sulfide holdings in the U.S. and Canada.

Compliance with Section 16(a) of The Securities Exchange Act of 1934

To the Company's  knowledge,  based solely on a review of such  materials as are
required by the  Securities  and Exchange  Commission,  no officer,  director or
beneficial  holder  of  more  than  ten  percent  of the  Company's  issued  and
outstanding shares of Common Stock failed to timely file with the Securities and
Exchange  Commission  any form or report  required  to be so filed  pursuant  to
Section 16(a) of the Securities Exchange Act of 1934.


                                       19

<PAGE>


Item 10. Executive Compensation

The following  table shows all the cash  compensation  paid or to be paid by the
Company or any of its subsidiaries,  as well as certain other  compensation paid
or accrued,  during the fiscal years indicated,  to the Chief Executive  Officer
for such period in all capacities in which he served. No other Executive Officer
received total annual salary and bonus in excess of $100,000.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                      Long-Term Compensation
                                                                         -----------------------------------------------
                                        Annual Compensation                      Awards                  Payouts
                         ----------------------------------------------  ---------------------    ----------------------
        (a)               (b)             (c)          (d)       (e)       (f)           (g)        (h)           (i)
------------------       ----           ------         ---    ---------  ---------     -------    -------      ---------
                                                                Other    Restrict-                             All Other
                                                               Annual    ed Stock                   LTIP        Compensa
Name and Principal                                             Compen-    Award        Options    Payouts         -tion
     Position            Year           Salary         ($)    sation($)    ($)           SARs       ($)            (i)
------------------       ----           ------         ---    ---------  ---------     -------    -------      ---------
<S>                      <C>            <C>            <C>       <C>       <C>         <C>          <C>           <C>
Donald W. Wilson         1999           76,998         -0-       -0-       -0-             -0-      -0-           -0-
Chief Exexcutive         1998           63,320         -0-       -0-       -0-         150,000      -0-           -0-
Officer                  1997           54,586         -0-       -0-       -0-         350,000      -0-           -0-
</TABLE>

The  following  table  sets forth  information  with  respect  to the  Company's
Executive  Officers  concerning  the  grants of options  and Stock  Appreciation
Rights ("SAR") during the past fiscal year:

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                Individual Grants

(a)                  (b)        (c)                (d)                (e)
--------------------------------------------------------------------------------
                                Percent of Total
                                Options/SARs
                     Options/   Granted to
                     SARs       Employed in        Exercise or Base   Expiration
Name                 Granted    Fiscal Year        Price($/SH)        Date
--------------------------------------------------------------------------------
Donald W. Wilson     -0-
Gifford Dieterle     -0-
Robert Roningen      -0-
Jack Everett         -0-
Horst Scherp         -0-


                                       20

<PAGE>


The  following  table  sets forth  information  with  respect  to the  Company's
Executive  Officers  concerning  exercise of options during the last fiscal year
and unexercised options and SARs held as of the end of the fiscal year:

         Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR

(a)                  (b)             (c)          (d)              (e)
--------------------------------------------------------------------------------
                                                                   Value of
                                                  Number of        Unexercised
                                                  Unexercised      In-the-Money
                                                  Options/SARs     Option/SARs
                     Shares                       at FY-End(#)     at FY-End(#)
                     Acquired on     Value        Exercisable/     Exercisable/
Name                 Exercise(#)     Realized     Unexercisable    Unexercisable
--------------------------------------------------------------------------------
Donald W. Wilson          -0-            -0-         700,000              --
Gifford Dieterle          -0-            -0-         553,270              --
Robert Roningen       350,000         87,500         150,000              --
Jack Everett              -0-            -0-         225,000              --
Horst Scherp              -0-            -0-         20,000           10,000

The  following  table  sets forth  information  with  respect  to the  Executive
Officers  concerning  awards  under long term  incentive  plans  during the last
fiscal year:

<TABLE>
<CAPTION>
                                                   Estimated Future Payouts under Non-Stock
                                                   Price Based Plans
(a)                (b)             (c)             (d)              (e)            (f)
                                   Performance     ----------------------------------------
                   Number of       or Other
                   Shares, Units   Period Until    Threshold
                   or Other        Maturation or   Target                           Maximum
Name               Rights(#)       Payout          ($ or #)         ($ or #)       ($ or #)
----               -------------   ------------    ---------        --------       --------
<S>                   <C>          <C>             <C>              <C>            <C>
Donald W. Wilson      -0-
Gifford Dieterle      -0-
Robert Roningen       -0-
Jack. Everett         -0-
Horst Scherp          -0-
</TABLE>

Directors  are not  compensated  for  acting  in their  capacity  as  Directors.
Directors are reimbursed for their  accountable  expenses  incurred in attending
meetings and conducting their duties.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     (a)  Security  Ownership  of Certain  Beneficial  Owners -- The persons set
forth on the charts below are known to the Company to be the  beneficial  owners
of more than 5% of the Company's  outstanding voting Common Stock as of November
8, 1999.


                                       21

<PAGE>


     (b) Security  Ownership of Management -- Information  concerning the number
and  percentage  of shares of voting Common Stock of the Company owned of record
and  beneficially  by  management  as of November  8, 1999,  is set forth on the
charts below.

                   Name of               Amount & Nature
                   Beneficial            of Beneficial          Approximate
Title of Class     Owner                 Ownership 10/28/98     Percentage(1)(2)
--------------     ----------            ------------------     ----------------

Common Stock       Donald W. Wilson*        1,395,100(2)             6.85%

Common Stock       Gifford A. Dieterle*     1,571,105(2)(3)          7.71%

Common Stock       Jack Everett*              225,000(2)             1.10%

Common Stock       Robert Roningen*           870,905(2)(4)          4.2%

Common Stock       Horst Scherp*               25,000(2)             **

Common Stock       Richard Shevchenko       1,294,203(5)             6.35%

All Officers and
Directors as a
Group (5)*                                  4,087,110(2)(3)(4)      26.21%

----------

*    Officer and/or  Director of the Company,  including Mr. Wilson who resigned
     as President and a Director of the Company in September 1999.

**   Less than one percent.

(1)  Based upon 20,365,161 shares issued and outstanding as of November 8, 1999.

(2)  For Messrs.  Wilson,  Dieterle,  Everett,  Roningen,  and Scherp  includes,
     respectively,  700,000  shares,  553,270 shares,  225,000  shares,  150,000
     shares and 20,000 shares issuable upon exercise of options and/or warrants.

(3)  Includes shares owned by Mr. Dieterle's wife.

(4)  Includes shares owned by Mr. Roningen's wife and children.

(5)  Includes shares owned by Mr. Shevchenko's wife and children


                                       22

<PAGE>


     Item 12. Certain Relationships and Related Transactions.

Effective April 11, 1997, the Company  reverse split its  outstanding  shares of
Common Stock on a  one-for-ten  basis and adjusted the terms of  all-outstanding
options and  warrants  accordingly.  Unless the context  specifically  indicates
otherwise,  all  references  herein to Shares,  options and  warrants  have been
adjusted to take into account the reverse split.

On June 5, 1998,  the Company issued the following  options to certain  officers
and  directors.  Donald  Wilson - option to  purchase  150,000  shares;  Gifford
Dieterle - option to purchase 150,000 shares; Robert Roningen option to purchase
150,000 shares; Jack Everett -option to purchase 150,000 shares;  Horst Scherp -
option to purchase  10,000  shares.  All options  granted on that date expire on
June 5, 2001 and are exercisable at $.22 per share.

On April 2, 1997, the Company issued the following  options to certain  officers
and  directors.  Donald  Wilson - option to  purchase  350,000  shares;  Gifford
Dieterle - option to purchase 350,000 shares; Robert Roningen option to purchase
350,000 shares;  Jack Everett -option to purchase 50,000 shares;  Horst Scherp -
option to purchase  10,000  shares.  All options  granted On that date expire on
April 2, 2001 exercisable at $.35 per share.

On January 5, 1996, the Company issued the following options to certain officers
and  directors.  Donald  Wilson - option to  purchase  200,000  shares;  Gifford
Dieterle  - option to  purchase  220,000  shares;  Robert  Roningen  - option to
purchase 150,000 shares;  Jack Everett -option to purchase 25,000 shares;  Horst
Scherp - option to purchase 5,000 shares.  All options granted on that date were
to expire on January 5, 1998 and were to be  exercisable  at $.35 per share.  On
November 20, 1997 the Board of Directors  approved a 3 year  extension  expiring
January 5, 2001 at an exercisable price decrease to $.10 per share.

     Item 13. Exhibits and Reports on Form 8-K.

     Exhibits

     3.a  Certificate of Incorporation of Company(1)

     3.b  Amendments to Certificate of Incorporation of Company (1)

     3.c  By-Laws of Company (1)

     10.a Mining Claims (1)

     10.b ASARCO Agreement (2)

----------

(1)  Previously filed as an exhibit to the Company's  Registration  Statement on
     Form S-18 (SEC File No.  2-86160-NY)  filed on or about  November 10, 1983,
     and incorporated herein by this reference.

(2)  Previously  filed as an  exhibit  to the  Company's  Annual  Report on Form
     10-KSB for the fiscal year ended July 31,  1997 filed on or about  November
     13, 1997 and incorporated herein by this reference.


                                       23

<PAGE>


Reports of Form 8-K

Form 8-K filed with the Commission on September 30, 1999.

Statements  contained in this Form 10-KSB as to the contents of any agreement or
other document  referred to are not complete,  and where such agreement or other
document  is an exhibit to this  Report or is  included  in any forms  indicated
above,  each such  statement  is deemed to be  qualified  and  amplified  in all
respects by such provisions.


                                       24

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                        LEADVILLE MINING AND MILLING CORP.


                                        /s/  Gifford A. Dieterle, Pres.
                                             ----------------------------------
Dated: Nov.  12, 1999                   By   Gifford A. Dieterle, President


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

SIGNATURES                         TITLE                          DATE
----------                         -----                          ----

/s/ Gifford A. Dieterle            President, Principal           Nov. 12, 1999
---------------------------        Executive Officer,
Gifford A. Dieterle                Treasurer,
                                   Principal Financial
                                   and Accounting
                                   Officer and Chairman
                                   of the Board of Directors


/s/ Jack Everett                   Director                       Nov. 12, 1999
---------------------------
Jack Everett


/s/ Robert Roningen                Director                       Nov. 12, 1999
---------------------------
Robert Roningen


/s/ Horst Scherp                   Director                       Nov. 12, 1999
---------------------------
Horst Scherp


                                       25

<PAGE>


                            SUPPLEMENTAL INFORMATION

Supplemental  Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act.


                                 NOT APPLICABLE.

                                       26