Washington, D.C. 20549

                                   FORM 10-QSB

                     OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended October 31, 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 December 19, 2001
          -----                               --------------------------------
 Common Stock, par value                              35,175,548 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 months ended October 31, 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, 2001.

     The results  reflected  for the three months ended October 31, 2001 are not
necessarily indicative of the results for the entire fiscal year.


                        (A DEVELOPMENT STAGE ENTERPRISE)
                           CONSOLIDATED BALANCE SHEET
                                OCTOBER 31, 2001


   Current Assets:
     Cash                                                          $     31,847
     Loans Receivable - Related Party                                     8,000
     Loans Receivable - Others                                           42,800
     Other Current Assets                                                 9,778
        Total Current Assets                                             92,425

   Property and Equipment (Net of
     Accumulated Depreciation of $365,202)                            1,389,905

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

   Total Assets                                                    $  1,533,747


   Current Liabilities:
     Accounts Payable                                              $    132,337
     Notes Payable                                                        4,022
     Option Payment Payable                                              50,000
        Total Current Liabilities                                       186,359

   Commitments and Contingencies

   Stockholders' Equity:
     Common Stock, Par Value $.001 Per Share;
       Authorized 150,000,000 shares; Issued and
       Outstanding 34,905,981 Shares                                     34,906
     Capital Paid In Excess of Par Value                             20,807,517
     Deficit Accumulated in the Development Stage                   (19,494,917)
Accumulated Other Comprehensive Income (Loss)                              (118)
        Total Stockholders' Equity                                    1,347,388

   Total Liabilities and Stockholders' Equity                      $  1,533,747

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


                        (A DEVELOPMENT STAGE ENTERPRISE)

                                                         For The Three Months          For The Period
                                                                Ended                 September 17,1982
                                                              October 31,                (Inception)
                                                    -----------------------------            To
                                                        2001              2000        October 31, 2001
                                                    ------------      ------------    ----------------
  Interest Income                                   $        640      $        653      $    715,114
  Miscellaneous                                             --               4,577            26,276
                                                    ------------      ------------      ------------

    Total Revenues                                           640             5,230           741,390
                                                    ------------      ------------      ------------

Costs and Expenses:
  Mine Expenses                                          152,575           323,684         4,553,199
  Selling, General and Administrative Expenses           113,891            93,373         6,845,205
  Stock Based Compensation                                  --             426,550         8,332,009
  Depreciation                                               581               956           365,202
  Loss on Write-Off of Investment                           --                --              10,000
  Loss on Joint Venture                                     --                --             101,700
                                                    ------------      ------------      ------------

  Total Costs and Expenses                               267,047           844,563        20,207,315
                                                    ------------      ------------      ------------

Loss Before Provision For Income Taxes                  (266,407)         (839,333)      (19,465,925)

Provision For Income Taxes                                   380               170            28,991
                                                    ------------      ------------      ------------

Net Loss                                            $   (266,787)     $   (839,503)     $(19,494,916)
                                                    ============      ============      ============

Net Loss Per Share                                      $( . 01)      $       (.03)
                                                    ============      ============

Average Common Shares Outstanding                     34,401,366        26,150,013
                                                    ============      ============

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


                        (A DEVELOPMENT STAGE ENTERPRISE)

                                                               For the Three Months       For The Period
                                                                      Ended             September 17, 1982
                                                                    October 31,            (Inception)
                                                             ------------------------           To
                                                                2001          2000       October 31, 2001
                                                             ---------      ---------    ----------------
Cash Flow From Operating Activities:
  Net Loss                                                   $(266,787)     $(839,503)     $(19,494,917)
  Adjustments to Reconcile Net Loss to
    Net Cash Used By Operating Activities:
      Depreciation                                                 581            956           365,202
      Loss on Write-Off of Investment                             --             --              10,000
      Loss From Joint Venture                                     --             --             101,700
      Value of Common Stock Issued For Services                   --           15,170         2,747,007
      Stock Based Compensation                                    --          426,550         8,332,009
      Changes in Operating Assets and Liabilities:
        (Increase) Decrease in Other Current Assets             (3,462)        (6,474)           (9,778)
        Increase in Security Deposit                              --             --              (3,667)
        Increase (Decrease) in Accounts Payable                 61,701         52,296           124,530
        Other                                                      363           --                 363
                                                             ---------      ---------      ------------

Net Cash Used By Operating Activities                         (207,604)      (351,005)       (7,827,551)
                                                             ---------      ---------      ------------

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 Assets of Business Acquired (Net of Cash)                   --             --             (42,130)
  Increase in Option Payment Payable                              --             --              50,000
                                                             ---------      ---------      ------------

Net Cash Used By Investing Activities                             --             --          (1,809,480)
                                                             ---------      ---------      ------------

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


                        (A DEVELOPMENT STAGE ENTERPRISE)

                                                              For the Three Months        For The Period
                                                                    Ended               September 17, 1982
                                                                  October 31,              (Inception)
                                                           -------------------------           To
                                                             2001            2000        October 31, 2001
                                                           ---------       ---------     ----------------
Cash Flow From Financing Activities:
  Increase in Loans Receivable - Related Party             $   3,000       $    --         $     (8,000)
  Increase in Loans Receivable - Others                       (1,500)         (1,500)           (42,800)
  Increase in Loans Payable - Officers                          --              --               18,673
  Repayment of Loans Payable - Officers                         --              --              (18,673)
  Increase in Note Payable                                      --              --               11,218
  Payments of Note Payable                                    (1,179)         (1,228)            (7,196)
  Proceeds From Sale of Common Stock                         175,210         383,570         10,177,419
  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)           (42,750)
                                                           ---------       ---------       ------------

Net Cash Provided By Financing Activities                    175,531         374,242          9,668,878
                                                           ---------       ---------       ------------

Increase (Decrease) In Cash                                  (32,073)         23,237             31,847

Cash - Beginning                                              63,920          49,422               --
                                                           ---------       ---------       ------------

Cash - Ending                                              $  31,847       $  72,659       $     31,847
                                                           =========       =========       ============

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

  Cash Paid For Income Taxes                               $    --         $     170       $     28,060
                                                           =========       =========       ============

Non-Cash Financing Activities:
  Issuances of Common Stock as Commissions
    on Sales of Common Stock                               $    --         $  58,530       $    440,495
                                                           =========       =========       ============

  Issuance of Common Stock as Payment for Expenses         $    --         $    --         $    192,647
                                                           =========       =========       ============

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

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


                        (A DEVELOPMENT STAGE ENTERPRISE)
                                OCTOBER 31, 2001

NOTE 1 - Basis of Presentation

     The  consolidated  financial  statements  include the accounts of Leadville
Mining & Milling Corp. and its subsidiaries,  all of which are wholly-owned. All
significant  inter-company  accounts and  transactions  have been  eliminated in

     In the opinion of the Company's management,  the accompanying  consolidated
financial  statements  reflect  all  adjustments  ( which  include  only  normal
recurring  adjustments)  necessary to present fairly the consolidated  financial
position  and results of  operations  and cash flows for the periods  presented.
These  financial  statements  are  unaudited  and have not been  reported  on by
independent public accountants.

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

     Effective  December 15, 2000,  Leadville  obtained an option from AngloGold
North America Inc. to purchase from AngloGold  North America Inc., and AngloGold
(Jerritt  Canyon)  Corp.  100% of the  issued  and  outstanding  stock of Minera
Chanate, S.A. de C.V., ("Minera") a subsidiary of those two companies.  Minera's
assets consist of certain exploitation and exploration concessions of the States
of Sonora, Chihuahua and Guerrero, Mexico.

     Pursuant to the option,  during fiscal 2001,  Leadville  provided AngloGold
funds  needed of  approximately  $145,000  to cover all rental  and  maintenance
payments required to hold Minera's concessions.

     On June 29, 2001  Leadville  exercised  its option to  purchase  all of the
stock of Minera. In addition,  although it exercised such option, Leadville must
make a payment of $50,000 to AngloGold pursuant to the option agreement. If such
$50,000  payment is not made by December 15, 2001,  Leadville  must sell back to
AngloGold  the Minera  shares for nominal  consideration.  During  December 2001
Leadville made the required option payment.

     Under the terms of the option, Leadville has granted AngloGold the right to
designate one of its  wholly-owned  Mexican  subsidiaries  to receive a one-time
option to purchase 51% of Minera Chanate.  That option is exercisable over a 180
day period commencing at such time as Leadville  notifies  AngloGold that it has
made a good faith determination that it has gold-bearing ore deposits on any one
of the identified group of Minera Chanate  properties,  when aggregated with any
ore that  Leadville  has mined,  produced and sold from such  properties,  of in
excess of 2,000,000  troy ounces of  contained  gold.  The exercise  price would
equal  twice  Leadville's  project  costs on the  properties  during  the period
commencing on December 15, 2000 and ending on the date of such notice.


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

Cautionary Statement on Forward-Looking Statements

Some  information  contained in or incorporated by reference into this report on
Form 10-QSB may contain "forward-looking  statements," as defined in Section 21E
of the Securities and Exchange Act of 1934.  These  statements  include comments
regarding exploration and mine development and construction plans, costs, grade,
production and recovery rates, permitting,  financing needs, the availability of
financing on  acceptable  terms or other  sources of funding,  and the timing of
additional tests, feasibility studies and environmental  permitting.  The use of
any of the words "anticipate,"  "continue," "estimate," "expect," "may," "will,"
"project,"  "should," "believe" and similar expressions are intended to identify
uncertainties.  We believe the expectations  reflected in those  forward-looking
statements are reasonable. However, we cannot assure you that these expectations
will prove to be correct.  Our actual results could differ materially from those
anticipated in these forward-looking  statements as a result of the risk factors
set forth below and other  factors set forth in, or  incorporated  by  reference
into, this report:

     o    worldwide  economic and political  events  affecting the supply of and
          demand for gold;

     o    volatility in market prices for gold and other metals;

     o    financial  market  conditions,  and the availability of debt or equity
          financing on terms acceptable to our company;

     o    uncertainties  as  to  whether   additional   drilling,   testing  and
          feasibility studies will establish reserves at any of our properties;

     o    uncertainties   associated  with  developing  a  new  mine,  including
          potential  cost overruns and the  unreliability  of estimates in early
          states of mine development;

     o    uncertainties  as to title to our properties and the  availability  of
          sufficient properties to allow for planned activities in the Leadville

     o    variations in ore grade and other  characteristics  affecting  mining,
          crushing, milling and smelting operations and mineral recoveries;

     o    geological,   metallurgical,   technical,   permitting,   mining   and
          processing problems;

     o    the  availability  and timing of  acceptable  arrangements  for power,
          transportation,   mine  construction,   contract  mining,   water  and
          smelting;  the  availability,  terms conditions and timing of required
          government approvals;

     o    uncertainties  regarding future changes in tax and  foreign-investment
          legislation or implementation  of existing tax and  foreign-investment


     o    the availability of experienced employees; and

     o    political  instability,  violence  and  other  risks  associated  with
          operating in a country like Mexico with a developing economy.

Many of those  factors are beyond our ability to control or predict.  You should
not unduly rely on these forward-looking statements. These statements speak only
as of the date of this report on Form 10-QSB.  Except as required by law, we are
not  obligated  to  publicly  release  any  revisions  to these  forward-looking
statements to reflect future events or developments.  All subsequent written and
oral forward-looking  statements  attributable to our Company and persons acting
on our behalf are  qualified  in their  entirety  by the  cautionary  statements
contained in this section and elsewhere in this report on Form 10-QSB.

Three Months Ended  October 31, 2001  compared to Three Months Ended October 31,

Results of Operation

On  December  14,  2001 we  finalized  the stock  purchase  to  acquire  all the
outstanding  shares of Minera Chanate S.A. de C.V. the holding company of all of
AngloGold/North  America's  mineral  concessions  in Mexico by making  the final
requisite $50,000 payment.

During the fiscal quarter ended October 31, 2001,  due diligence  continued with
regards to these mineral concessions located in Northwest Mexico owned by Minera
Chanate.  Based upon the results of our due diligence studies,  we dropped 62 of
the 106  concessions,  leaving 44 concessions.  These  concessions  represent in
excess of 44 square miles of terrain.

During the quarter, we also conducted geological  evaluation of several specific
areas within the  concessions to determine  whether open pit potential  existed.
The result of these studies were negative and no further work is planned.

The El Chanate  mine,  one of the  primary  targets  within  the Minera  Chanate
concessions,  was also further evaluated. Scott Hazlitt,  consultant,  conducted
field studies and computer  simulations.  Metallurgical  testing also continued.
Results  of  grinding  studies  indicated  that  the  gold  recovery   increased
significantly  as grinding  reduced the ore particle  size.  Studies by Resource
Development Inc., of Wheat Ridge, Colorado indicated encouraging gold recoveries
using heap leach cyanide technology on minus 2 inch material. Further testing is

Our evaluation of the Minera  Chanate  properties  remains an on-going  project.
Upon completion of the pre-feasibility and feasibility studies and assuming that
the  results  are  satisfactory,  we hope  to be  ready  in mid  2002  for  mine
development  followed by production.  The feasibility  studies  indicated,  will
consist of primarily drilling,  metallurgy, pit and plant design. The ability to
conduct this  operation  is  determined  by the  availability  of capital.  As a
result, we will be seeking capital through bank bridge financing, joint venture,
or private placement of our securities. We cannot assure that we will be able to
secure adequate financing from any of these or other sources.

During the first fiscal quarter ended October 31, 2001 exploration  continued at
the Hopemore mine, in Colorado, both underground and on the surface in search of
mineable gold.


At the  Hopemore  mine,  7th level  the  exploratory  drift on vein #69,  7L-428
continued   in  a   southeasterly   direction   encountering   gold  and  silver
mineralization  on an average 4-foot width,  the length of the  structure.  Long
hole  drilling  was also  carried  out at the  terminus of the drift to test the
walls and the vein  ahead of the  drift.  The #69 vein is  considered  to be the
feeder  system to the  overlaying  Silica  Stope,  ore body.  The grades to date
reveal a series of small gold shoots  along a  generally,  lower  grade  mineral
trend. The site is presently undergoing  evaluation pursuant to possible further

Long  hole  drilling  has also been  performed  on the  Hopemore  6th level at a
location where intense mining occurred at the turn of the last century. No assay
results have yet been received.

R.C. drilling including Phase I and Phase II have been completed and the results
are being  evaluated.  Phase  III R.C.  drilling  will be guided by  information
gained  from the  evaluation.  General  observations  to date  revealed  a large
envelope of gold/silver  mineralization  associated with near surface  carbonate
rock units,  overlain by approximately  100 feet of porphyry sill material.  The
mineral trend appears to trend to the  north-northeast  and east. We continue to
seek an expanded land position in that direction.

R.C.  Drilling  also took place on ground  acquired to the west of the  Hopemore
Mine, in the areas of the great magnetic anomaly.  Three R.C. holes were drilled
within the anomaly and encountered disseminated  gold/silver  mineralizations at
depths of 150 to 200 feet.  The results were  encouraging  and will serve as the
catalyst for further exploration.

We generated no revenues from  operations  during the three months ended October
31,2001 and 2000. There were de minimis non-operating  revenues during the three
months ended October 31, 2001 and 2000 of $640 and $5230, respectively.

Over all,  costs and expense  decreased by $577,516  (approximately  68.4%) from
October 31, 2000 ($844,563) to October 31, 2001 ($267,047).

Mine expenses decreased by $171,109  (approximately 52.9%) from October 31, 2000
($323,684)  to October  31,  2001  ($152,575).  The  decrease  in mine  expenses
resulted  primarily from a limited  amount of capital  available to us for these

Selling,  general and administrative expenses increased by $20,518 approximately
(22.0%) from October 31, 2000 ($93,373) to October 31, 2001 ($113,891) primarily
due to increased administrative activities.

Stock based compensation decreased 426,550 approximately (100%) from October 31,
2000 (426,550) to October 31, 2001 (0) due to a decrease in option grants.

As a result,  our net loss for the  three  months  ended  October  31,  2001 was
$266,787,  which was  $572,716  (approximately  68.2%) less than our October 31,
2000 loss of $839,503.


Liquidity and Capital Resources

As of  October  31,  2001,  we had a working  capital  deficit of  ($93,934)  We
anticipate  that we will need  approximately  $750,000 in order to carry out our
plans for the  remainder  of the fiscal  year ending  July 31,  2002.  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 bank bridge  financing,
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  October 31,  2001,  we raised
approximately $175,210 through the sale of common stock.

Environmental Issues

Management  does 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 at our
Leadville  properties,  it was 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 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.  We again increased
the bond by an additional $24,550 and $6,600, respectively on March 14, 2000 and
July 25, 2000. The current amount of this bond is $37,150. In Mexico, we are not
aware  of  any  significant   environmental  concerns  or  existing  reclamation
requirements at the Minera Chanate  properties.  However, we will be required to
obtain  various  environmental  and  related  permits  in order to engage in our
planned  activities  at El  Chanate.  The costs and any delays  associated  with
obtaining  these required  permits could have an impact on our ability to timely
complete our planned  activities at El Chanate and ultimately on the feasibility
of opening a mine.

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 Possible  Responsible  Party.  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

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.


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings


Item 2. Changes in Securities and Use of Proceeds

During the quarter ended October 31, 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 August  2001,  we sold an aggregate of
621,667 shares to 6 individuals for an aggregate of $86,500.  In September 2001,
we sold an  aggregate  of 272,985  shares to 4  individuals  for an aggregate of
$33,660.  In  October  2001,  we  sold  an  aggregate  of  471,730  shares  to 6
individuals for an aggregate of $55,050.

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: December 20, 2001