Washington, D.C. 20549

                                   FORM 10-QSB

                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended April 30, 2001


                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from to

                         Commission File Number: 0-13078

        (Exact name of small business issuer as specified in its charter)

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

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

         Issuer's telephone number, including area code: (212) 344-2785

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

                            Yes _X_          No ___

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

          Class                                  Outstanding at April 30, 2001
          -----                                  -----------------------------

Common Stock, par value                                 32,389,215 Shares
    $.001 per share

         Transitional Small Business Format (check one); Yes ___  No _X_

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying financial statements are unaudited for the interim periods, but
include all adjustments (consisting only of normal recurring accruals), which we
consider  necessary for the fair  presentation of results for the three and nine
months ended April 30, 2001.

Moreover,  these  financial  statements  do  not  purport  to  contain  complete
disclosure in conformity  with  generally  accepted  accounting  principles  and
should be read in conjunction with our audited financial  statements at, and for
the fiscal year ended July 31, 2000.

The results reflected for the three and nine months ended April 30, 2001 are not
necessarily indicative of the results for the entire fiscal year.


                        (A DEVELOPMENT STAGE ENTERPRISE)
                           CONSOLIDATED BALANCE SHEET
                                 APRIL 30, 2001


Current Assets:
  Cash and Cash Equivalents                                        $    344,354
  Loan Receivable                                                        48,530
  Prepaid Expense                                                        63,000
  Other Current Assets                                                      889
         Total Current Assets                                           456,773

Property and Equipment (Net of
  Accumulated Depreciation of $363,667)                               1,341,985

Other Assets:
  Mining Reclamation Bonds                                               47,750
  Security Deposit                                                        3,667
         Total Other Assets                                              51,417

Total Assets                                                       $  1,850,175


Current Liabilities:
  Accrued Expenses and Taxes                                       $     60,688
  Note Payable - Current Portion                                          6,380
         Total Current Liabilities                                       67,068

Commitments and Contingencies

Stockholders' Equity:
  Common Stock, Par Value $.001 Per Share;
    Authorized 150,000,000 shares; Issued and
    Outstanding 32,389,215 Shares                                        32,389
  Capital Paid In Excess of Par Value                                13,685,112
  Deficit Accumulated in the Development Stage                      (11,934,394)
         Total Stockholders' Equity                                   1,783,107

Total Liabilities and Stockholders' Equity                         $  1,850,175

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


                        (A DEVELOPMENT STAGE ENTERPRISE)

                                                                                                              For The Period
                                             Three Months Ended                  Nine Months Ended           September 17,1982
                                                  April 30,                           April 30,                 (Inception)
                                       ------------------------------      ------------------------------            To
                                           2001              2000              2001              2000          April 30, 2001
                                       ------------      ------------      ------------      ------------    -----------------

  Interest Income                      $        750      $        415      $      2,186      $        881      $    713,691
  Miscellaneous                                --                --               4,769               400            31,045
                                       ------------      ------------      ------------      ------------      ------------

    Total Revenues                              750               415             6,955             1,281           744,736
                                       ------------      ------------      ------------      ------------      ------------

Costs and Expenses:
  Mine Expenses                             238,406           185,869           847,035           556,728         4,259,474
  Selling, General and
    Administrative Expenses                 303,461           309,631         1,280,365           655,378         7,915,679
  Depreciation                                  956             1,331             2,868             3,992           363,666
  Loss on Write-Off of
    Investment                                 --                --                --                --              10,000
  Loss on Joint Venture                        --                --                --                --             101,700
                                       ------------      ------------      ------------      ------------      ------------

  Total Costs and
     Expenses                               542,823           496,831         2,130,268         1,216,098        12,650,519
                                       ------------      ------------      ------------      ------------      ------------

Loss Before Provision
  For Income Taxes                         (542,073)         (496,416)       (2,123,313)       (1,214,817)      (11,905,783)

Provision For Income
  Taxes                                         877               470             1,217               810            28,611
                                       ------------      ------------      ------------      ------------      ------------

Net Loss                               $   (542,950)     $   (496,886)     $ (2,124,530)     $ (1,215,627)     $(11,934,394)
                                       ============      ============      ============      ============      ============

Net Loss Per Share                     $      (0.02)     $      (0.02)     $       (.07)     $      (0.06)
                                       ============      ============      ============      ============

Average Common Shares Outstanding        31,372,108        22,389,935        29,079,284        21,266,961
                                       ============      ============      ============      ============

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


                        (A DEVELOPMENT STAGE ENTERPRISE)

                                                                                                For The Period
                                                                  Nine Months Ended           September 17, 1982
                                                                      April 30,                  (Inception)
                                                            -----------------------------             To
                                                               2001               2000          April 30, 2001
                                                            ----------        -----------     ------------------

Cash Flow From Operating Activities:
  Net Loss                                                  $ ( 2,124,530)    $(1,215,627)       $(11,934,394)
  Adjustments to Reconcile Net Loss to
    Net Cash Used By Operating Activities:
      Depreciation                                               2,868              3,992             363,666
      Loss on Write-Off of Investment                             --                 --                10,000
      Loss From Joint Venture                                     --                 --               101,700
      Value of Common Stock Issued For Services                 19,791             77,502           1,962,025
      Compensation Portion of Options Exercised                855,663            329,422           2,303,719
      Changes in Operating Assets and Liabilities:
        (Increase) Decrease in Other Current Assets              2,290               (805)               (889)
        Increase in Prepaid Expenses                           (63,000)              --               (63,000)
        (Increase) in Security Deposit                            --                 --                (3,667)
        Increase (Decrease) in Accrued Expenses
           and Taxes                                             7,174              2,439              60,688
                                                            ----------        -----------        ------------

Net Cash Used By Operating Activities                       (1,299,744)          (803,077)         (7,200,152)
                                                            ----------        -----------        ------------

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)
                                                            ----------        -----------        ------------

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


                        (A DEVELOPMENT STAGE ENTERPRISE)

                                                                                         For The Period
                                                           Nine Months Ended           September 17, 1982
                                                                April 30,                 (Inception)
                                                      ----------------------------             To
                                                          2001              2000         April 30, 2001
                                                      -----------        ---------       --------------

Cash Flow From Financing Activities:
  Increase in Loans Receivable                        $   (33,980)       $    (660)       $   (48,530)
  Increase of Loans Payable - Officers                       --               --               18,673
  Repayment of Loans Payable - Officers                      --               --              (18,673)
  Increase in Notes Payable                                  --             11,218             11,218
  Decrease in Note Payable                                 (4,020)            --               (4,838)
  Proceeds from Sale of Common Stock                    1,639,276          787,600          9,865,769
  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                      (6,600)         (24,550)           (42,750)
                                                      -----------        ---------        -----------

Net Cash Provided By Financing Activities               1,594,676          773,608          9,361,856
                                                      -----------        ---------        -----------

Increase (Decrease) In Cash and Cash Equivalents          294,932          (29,469)           344,354

Cash and Cash Equivalents - Beginning                      49,422          106,893               --
                                                      -----------        ---------        -----------

Cash and Cash Equivalents - Ending                    $   344,354        $  77,424        $   344,354
                                                      ===========        =========        ===========

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

  Cash Paid For Income Taxes                          $     1,217        $     810        $    28,060
                                                      ===========        =========        ===========

Non-Cash Financing Activities:
  Issuances of Common Stock as Commissions
    on Sales of Common Stock                          $    66,230        $  19,120        $   411,180
                                                      ===========        =========        ===========

Issuances of Common Stock as
  Payment For Expenses                                $      --          $  77,502        $   192,647
                                                      ===========        =========        ===========

Issuance of Common Stock For
  Acquisition of Property and Equipment               $      --          $    --          $     4,500
                                                      ===========        =========        ===========

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


                         (A DEVELOPMENT STAGE ENTERPRISE
                                 APRIL 30, 2001

NOTE 1 - Basis of Presentation

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

     The results  for interim  periods  are not  necessarily  indicative  of the
results to be obtained for a full fiscal year.

NOTE 2 - Formation of Subsidiary

     On February 1, 2001 the Company formed a wholly owned subsidiary; Leadville
Mining & Milling  Holding  Corporation  for the purpose of acquiring  additional
mining properties.

NOTE 3 - Principals of Consideration

     The  consolidated  financial  statements  include the accounts of Leadville
Mining & Milling  Corporation and its wholly owned  subsidiary.  All significant
inter-company accounts and transactions have been eliminated in consolidation.


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

Cautionary Statement on Forward-Looking Statements

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

We caution  readers that any such  forward-looking  statements  are based on our
current  expectations and beliefs but are not guarantees of future  performance.
Actual results could differ  materially  from those  expressed or implied in the
forward-looking statements.

Results of Operations


International Northair Mines Property - Sinaloa, Mexico

During the fiscal quarter ended April 30, 2001 we completed  Phase I exploration
drilling on the Lobos property  located in Sinaloa,  Mexico.  The Lobos property
consists of two concessions totaling over 7,000 acres (the "Lobos Program"). The
Lobos  Program  was  carried out under an option  agreement  with  International
Northair Mines Ltd.  ("INM"),  of Vancouver,  BC (CDNX:INM) and its wholly-owned
Mexican  subsidiary  pursuant to which we can earn a 51% interest in INM's Lobos
Project.  The due diligence period under that option agreement ended on April 5,
2001, and the agreement remains in full force and effect. The parties are in the
process of preparing a more detailed  option  agreement which will be registered
in Mexico.

Twenty-four  reverse  circulation  holes  totaling  2,750 feet were completed at
three separate strategic locations along a mineralized corridor of at least 4000
feet in length. All 24 holes encountered gold mineralization. Based upon results
from initial exploration, we have commenced additional exploration with emphasis
on road  building,  trenching,  sampling  and  assaying.  Our  current  plan for
additional exploration, assuming adequate funding is available, is as follows:

     1.   Cut two major new roads

     2.   Cut trenches across mineralized contacts

     3.   Sample all new mineralized outcrops.


The areas to be worked are:

     1.   Cut a road west of and below,  the Northwest  Zone that will hopefully
          expose the western  extension of the northwest  zone,  and connect the
          upper and lower roads (550 meters).

     2.   Cut a road  from the  upper  Northwest  Zone to the  North  Zone  (520

     3.   Cut  trenches  from the above road across the Tfb/Tip  contact (250 to
          300 meters).

     4.   Cut  several  trenches  across  the  Northeast  Zone (60  meters  in 4

Results of  exploration  conducted by INM indicate  that the Lobos Project has a
potential  for  containing  multiple  bulk tonnage gold  deposits.  The property
contains  epithermal low sulfidation gold  mineralization  related to rhyodacite
intrusive porphyry. A large northwest-striking corridor of mineralization occurs
along the southwest  flank of the intrusive  within a  fine-grained  flow banded
unit that is genetically  related to the intrusive.  This corridor of alteration
and mineralization  has been mapped over a strike length of 1.8 kilometers,  and
has average widths of  mineralization  and alteration from 25 to over 100 meters
consisting of multiple lenticular quartz veins, hydrothermal breccias containing
gold  mineralization.  The zone remains open to the north. An additional  strike
length  of  400  meters  of  mineralization  occurs  in the  NW  zone,  oriented
perpendicular  to the  strike of the main  corridor.  This  brings  the total to
approximately 2.2 kilometers of continuous alteration and mineralization.

AngloGold Properties - Sonora, Mexico.

During the quarter ended April 30, 2001,  we continued  our due  diligence  with
regards to the mineral  properties  located in North West Mexico owned by Minera
Chanate S.A. de C.V., a wholly-owned  subsidiary of AngloGold North America Inc.
and AngloGold  (Jerritt  Canyon) Corp. We have completed our corporate and title
due diligence  review of Minera  Chanate.  We have determined that 15 of the 106
concessions should be dropped,  leaving 91 concessions and close the transaction
on or about June 29, 2001.  We plan to exercise the option to obtain 100% of the
shares of Minera  Chanate S.A. de C.V. We are seeking joint venture  partners to
participate  in the further  exploration  and  development of the Minera Chanate
concessions. These claims are in excess of 300 square miles of terrain.

During the quarter,  we also  continued  geological  evaluation of several areas
within the concessions to determine whether they have open pit potential.  These
properties  will  be  subject  to  further   evaluation  and  possible   reverse
circulation ("R.C.") drilling.

El Chanate,  one of the primary  targets within the Minera Chanate  concessions,
was also  subject to further  economic  evaluation.  Scott  Hazlitt,  our mining
project manager,  conducted reserve evaluation and computer simulations together
with the independent services of Mine Reserve Associates of Lakewood,  Colorado.
Minerals  Advisory  Group,  LLC of Tucson,  Arizona  conducted mine planning and
equipment.  Kappes,  Cassidy and  Associates  of Reno,  Nevada is  studying  the
metallurgy by conducting  grinding studies with bottle roll and column tests for
solubility on El Chanate  mineral  samples.  The result of the grinding  studies
shows that the gold recovery increases significantly as grinding reduces the ore
particle size.

Our evaluation of the Minera  Chanate  properties  remains an on-going  project.
Upon  completion of our  evaluation,  provided we determine that the results are
satisfactory,  we hope to be ready for development and subsequent production. We
currently anticipate additional exploratory


drilling will be conducted,  assuming  adequate funding is available,  to expand
the known deposits in addition to,  in-drilling,  which would expand the present
drill pattern to improve drill hole density.

Leadville Colorado Properties

During the fiscal quarter ended April 30, 2001 work at our  Leadville,  Colorado
operation  consisted  primarily of mine  maintenance,  property  acquisition and
geological planning for additional R.C. drilling on Breece Hill.

Two  additional  patented  mining  claims  were  leased.  Both claims are in the
immediate  Hopemore/Hunter  mine area.  The lease  agreement was for 100% of the
Hamburg  and 14/32 of the Spot  Cash.  The  Hamburg is a narrow  north  trending
fraction  between  the Eliza and the Black  Prince  claims  (north of the Hunter
mine).  The Spot Cash is a small claim between the Highland  Chief and St. Louis
south of the Hamburg.

Three Months Ended April 30, 2001 Compared to Three Months Ended April 30, 2000

We generated no revenues from operations during the three months ended April 30,
2001 and 2000. There were de minimis non-operating revenues during these periods
of  $750  and  $415,   respectively.   Mine   expenses   increased   by  $52,537
(approximately  28%) from $185,869  during the three months ended April 30, 2000
to $238,406  during the three months ended April 30, 2001.  The increase in mine
expenses resulted primarily from mine development,  longhole drilling,  assaying
and metallurgy.  Selling,  general and administrative  expenses and depreciation
decreased by $6,545  (approximately  2.1%) from $310,962 during the three months
ended April 30, 2000 to $304,417 during the three months ended January 31, 2001.
As a  result,  our net  loss for the  three  months  ended  April  30,  2001 was
$542,950,  which was $46,064 more  (approximately  9%) than our loss of $496,886
for the three months ended April 30, 2000.

Liquidity and Capital Resources

As of April 30,  2001,  we had working  capital of $389,705  compared to working
capital of  $152,153  as of July 31,  2000.  This  $237,552  increase in working
capital primarily was due to an increase in capital funding.  We anticipate that
we will  need  approximately  $250,000  in order to carry  out our plans for the
remainder of fiscal 2001.  Our plans  include the costs of  administration,  and
exploration  related activities in both Colorado and Mexico. As was explained in
our annual report on form 10-KSB, we are in a precarious financial condition. No
assurance  whatsoever  can be given that we will be able to  continue as a going
concern or that any of our plans with respect to our gold properties  will, to a
material  degree,  come to fruition.  In order to continue our program,  we must
obtain  substantial  financing.  While we are  seeking  such  financing  through
private placement of our shares,  joint venture partners and other arrangements,
there is no assurance that we will be successful.

In this  regard,  during  the  three  months  ended  April 30,  2001,  we raised
approximately $386,995 through the sale of common stock.


Environmental Issues


We do not expect that environmental  issues will have an adverse material effect
on  our  liquidity  or  earnings.   Before  any  mining  development  or  mining
exploration  or  construction  of milling  facilities  could begin,  it would be
necessary to meet all  environmental  requirements and to satisfy the regulatory
agencies in Colorado that our proposed  procedures fell within the boundaries of
sound environmental practice. We are bonded to insure procedures and reclamation
of any areas  disturbed by our current  activities.  In 1997, the Colorado Mined
Land  Reclamation  Board  reviewed  our permit and bond and  determined  that an
increase in the bond was necessary. At that time, we placed an additional $6,000
in escrow against any future indemnity.  In the year 2000 the bond was increased
for the mine and the mill. Surface drilling bonds total $12,200.

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

We do include in all our 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 us  beyond  those  already
addressed above. No assurance can be given that  environmental  regulations will
not be changed in a manner that would adversely affect our planned operations.


We are not  aware  of any  significant  environmental  concerns  or  significant
existing  reclamation  requirements  at either  the  properties  owned by Minera
Chanate or those owned by International Northair. However, we are continuing our
environmental due diligence at both locations.


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings


Item 2. Changes in Securities and Use of Proceeds

During the quarter ended April 30, 2001,  we issued the following  shares of our
common stock  pursuant to the exemption  from  registration  provided by Section
4(2) of the  Securities  Act of 1933: In February  2001, we sold an aggregate of
605,769 shares to five individuals for an aggregate of $157,500.  In March 2001,
we sold an aggregate of 101,953  shares to six  individuals  for an aggregate of
$24,445  and  issued  350,000  shares  to one  individual  for  services  for an
aggregate of $132,300.  In April 2001, we sold an aggregate of 1,030,789  shares
to thirteen individuals for an aggregate of $205,050.

Item 3. Defaults Upon Senior Securities


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


Item 5. Other Information


Item 6. Exhibits and Reports on Form 8-K



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

                                    LEADVILLE MINING & MILLING CORPORATION

                                    By:   /s/ Gifford A.  Dieterle
                                          Gifford A Dieterle

Date:   June 15, 2001