SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10QSB


                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For Quarter Ended                                    Commission File Number
-------------------                                  ----------------------
June 30, 1998                                        0-12139


                          LEESBURG LAND & MINING, INC.
                         ------------------------------
             (Exact name of registrant as specified in its charter)


                 COLORADO                    82-0379959
          ------------------------           --------------------------
         (State of incorporation)           (I.R.S. Employer
                                             Identification No.)

               c/o 10200 W. 44th Ave., #400, Wheat Ridge, CO 80033
              ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

            Registrant's telephone number, including area code: None


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                            Yes  X       No   ___

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

CLASS                                       OUTSTANDING AT JUNE 30, 1998

Common stock                                         1,749,211
No par value


<PAGE>

<TABLE>
<CAPTION>


                         LEESBURG LAND AND MINING, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET


                                                                       June 30,                      December 31,
                                                                       1998                          1997
                                                                       (unaudited)                   (audited)
<S>                                                              <C>                                 <C>  

Assets:

PROPERTY AND EQUIPMENT
  Vehicle                                                        $0                                  $0
  Less: accumulated depreciation                                 0                                   0

Total Property and Equipment                                     $0                                  0


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

TOTAL ASSETS                                                     $0                                  $0
                                                               ===========================         ==========================

              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:

Accounts payable (Note 2)                                        $    23,802                          $  23,356

Total current liabilities                                        $    23,802                          $  23,356
                                                               ---------------------------         --------------------------



STOCKHOLDER'S EQUITY (DEFICIT):

Preferred stock, 1,000,000 shares of no par value authorized, none issued Common
stock, no par value; authorized,
100,000,000 shares: Issued and outstanding                        4,148,832                           4,148,832
1,749,211 shares at June 30, 1998 and
December 31, 1997

Accumulated (deficit) during the development                     (4,172,634)                         (4,172,368)
stage
                                                               ---------------------------         --------------------------

Total Stockholders' equity                                          (32,511)                            (23,536)
                                                               ---------------------------         --------------------------



TOTAL LIABILITIES & STOCKHOLDERS'                                $0                                  $0
EQUITY
                                                               ===========================         ==========================

    The accompanying notes are an integral part of the financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                          LEESBURG LAND & MINING, INC.
                          (A Development Stage Company)


                             STATEMENT OF OPERATIONS
                                   (unaudited)


                                                     Three months    Six months      Three months    Six months
                                                     ended June 30,  ended June 30,  ended June 30,  ended June 30,
                                                     1998            1998            1997            1997
                                                     (Unaudited)     (Unaudited)     (Unaudited)
<S>                                                  <C>             <C>             <C>             <C>    

REVENUE:

  Interest Income                                    -               -               -               -

  Geo contract                                       -               -               -               -

  Equipment rental income                            -               -               -               -

  Miscellaneous income                               -               -               -               -
                                                   ------------------------------------------------------------------

TOTAL REVENUES                                       -               -               -               -



EXPENSES:

  Exploration costs                                  -               -               -               -

  General & administrative                           0               266             990            2,849

  Interest expense                                   -               -               -               -

  Depreciation expenses                              -               -               -               -

  Abandonment of claims and leases                   -               -               -               -

  Loss- sale of mining equipment                     -               -               -               -

  Loss - sale of polaris coal co.                    -               -               -               -

  Write down of mining equipment                     -               -               -               -

  Bad debts                                          -               -               -               -

  Services contributed by officers                   -               -               -               -
                                                   ------------------------------------------------------------------



TOTAL COSTS & EXPENSES                               $0              $266            990             2,849
                                                   ------------------------------------------------------------------

NET INCOME (LOSS) BEFORE                             0               (266)           (990)          (2,849)
EXTRAORDINARY ITEM

EXTRAORDINARY ITEM, Reduction of payables            -               -               -               -
(Note 2)

NET INCOME (LOSS)                                    $0              $(266)          $(990)         $(2,849)
                                                   ==================================================================

NET INCOME (LOSS) PER SHARE:                         >.000           >(.001)         -               -
Income (loss) before extraordinary item
                                                   ------------------------------------------------------------------

NET INCOME (LOSS)                                    >.000           >(.001)         -               -
                                                   ------------------------------------------------------------------
                                                   
WEIGHTED AVERAGE NUMBER OF SHARES                    1,749,211       52,476,317      1,749,211       1,749,211
OUTSTANDING
                                                   ------------------------------------------------------------------

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


</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                          LEESBURG LAND & MINING, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                   (unaudited)

                                                                    Six months            Six months
                                                                    ended June 30,        ended June 30, 
                                                                    1998                  1997
<S>                                                                 <C>                    <C> 

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income (loss)                                                 $(266)                 $(2,849)

  Items not requiring cash:                                         -                      -

  Depreciation                                                      -                      -

  Contributed services                                              -                      -

  (Gain) loss on disposal of mining claims and equipment            -                      -

  Other                                                             -                      -

  Contingency recorded as note payable                              -                      -

  Loss on investment in polaris                                     -                      -

  Additional payables transferred to equity                         -                      -

  (Increase) decrease in accounts receivable                        -                      -

  Increase (decrease) in accounts payable                           $(266)                 $(2,849)
                                                                  ------------------------------------------------

  Cash (used) by operating activities                               -                      -
                                                                  ------------------------------------------------



CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase of mining claims                                         -                      -

  Purchase of vehicles                                              -                      -

  Purchase of mining equipment                                      -                      -

  Purchase of other equipment                                       -                      -

  Purchase of polaris coal company                                  -                      -

  Proceeds - sale of mining equipment                               -                      -
                                                                  ------------------------------------------------

  Cash provided (used) by investing activities                      -                      -
                                                                  ------------------------------------------------



CASH FLOWS FROM FINANCING ACTIVITIES:

  Notes payable payments                                            -                      -

  Proceeds from sale of common stock and warrants, net              -                      -
of registration costs

  Purchase of treasury stock                                        -                      -
                                                                  ------------------------------------------------

  Cash provided by financing activities                             -                      -
                                                                  ------------------------------------------------

Increase (decrease) in cash & cash equivalents                      -                      -

Cash & cash equivalents - beginning of year                         -                      -
                                                                  ------------------------------------------------

Cash & cash equivalents - end of year                               -                      -
                                                                  ================================================




    The accompanying notes are an integral part of the financial statements.
</TABLE>


<PAGE>



                          LEESBURG LAND & MINING, INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS
                            June 30, 1998 (unaudited)

NOTE 1 - OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNT PRINCIPLES

Leesburg Land & Mining,  Inc. (the "Company" or "Leesburg") was  incorporated on
June 21, 1983. From June 21, 1983  (Inception) to December 31, 1984, the Company
was engaged in the  development  of a gold placer  claim  located  near  Salmon,
Idaho.  As of December 31, 1984,  the Company's only mining claim was abandoned.
Pursuant  to a change in  control  of the  Company in April  1985,  the  Company
purchased  an interest in a coal  company.  The Company sold its interest in the
coal company in November  1985.  In December  1985,  the Company  entered into a
contract  with a  non-affiliated  partnership  to  complete a  geothermal  well,
construct  a  power  plant  and  assist  in  obtaining  needed  financing  on  a
fixed-price  basis.  The geothermal  well was plugged and abandoned in 1986 when
the underground  resource was deemed inadequate.  The Partnership failed to make
payments  to the Company  under the  contract.  The  Company  has never  derived
significant revenues from any of its attempted operations.

In 1987, the Company filed for a Chapter 11 bankruptcy, but voluntarily withdrew
the filing in 1988.  Since  1988,  the  Company  has been  selling  its  claims,
property and equipment.  In addition,  the Company has been eliminating its debt
(Notes 2 and 3) and  seeking  a private  company  with  which to merge.  No such
company has been identified or found.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  However,  the Company has incurred
cumulative  net  losses  of  $4,155,121  since  inception.  At  June  30,  1998,
liabilities  exceeded assets by $14,714.  In addition,  the Company has recently
eliminated  amounts  due to  creditors  based on the  tolling of the  statute of
limitations.  As described in Notes 2 and 3, the statute of limitations does not
preclude  creditors  from  threatening  or bringing  litigation,  which would be
costly for the Company to defend.  In view of these  matters,  the future of the
Company is dependent upon  management's  ability to find a company with which to
merge and favorable final outcome regarding the elimination of debts.

PROPERTY AND EQUIPMENT

Property and  equipment  are stated at cost and  depreciated  on a straight line
basis  over the  estimated  useful  lives of the  asset  (10  years  for  mining
equipment,  4-7 years for vehicles and 5-10 years for furniture  and  fixtures).
Maintenance  and  repairs  are  expenses  as  incurred.  When assets are sold or
retired,  the cost and  related  accumulated  depreciation  is removed  from the
accounts and the  resulting  gain or loss is included as income.  As of December
31,  1993,  all of the  mining  equipment  had  been  sold  and  the  costs  and
accumulated depreciation had been written off against the sales price.



<PAGE>



                          LEESBURG LAND & MINING, INC.
                          (A Development Stage Company)

                      NOTES TO FINANCIAL STATEMENTS, CONT.
                            June 30, 1998 (unaudited)


STATEMENT OF CASH FLOWS

For  statement  of  cash  flows  purposes,   the  Company  considers  short-term
investments  with  original  maturities  of  three  months  or  less  to be cash
equivalents.

EARNINGS PER COMMON SHARE

Net income or (loss) per common share is based on the weighted average number of
shares of common stock outstanding during the periods presented.  The cumulative
weighted average number of shares  outstanding do not include shares issued to a
Belgian company and then later rescinded and canceled by the Company (Note 4).

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those  estimates.  Significant  estimates  have been made with
regards to estimates of contributed services.

NOTE 2 - ACCOUNTS PAYABLE

In 1985, the Company contracted to drill a geothermal well and construct a power
plant in central Nevada. In 1986, the Company's  consulting  engineer determined
that the well was unsuccessful and, as a result of the Partnership's  failure to
pay the Company, the Company did not have cash to pay its own creditors, most of
whom had supplied  services and supplies  connected  with the well. The payables
amounted to  approximately  $277,000.  In 1987 the Company  filed to  reorganize
under  Chapter 11 of the  Bankruptcy  Code,  listing  approximately  $330,000 as
payable to creditors.  In 1988, the Company voluntarily  withdrew the bankruptcy
filing, without having yet repaid the creditors. The only creditor to reduce its
receivable   to  a  note   and   judgment   was   Halliburton   Energy   Service
("Halliburton").  The Company made several  payments on this debt,  but interest
continued to accrue  through 1993 after which an  agreement  on  settlement  was
reached.

At December  31,  1993,  on the advice of  Counsel,  the  Company  eliminated  a
substantial amount of accounts payable and reported $457,657 as an extraordinary
gain. The Company, based on the advice of its legal counsel, determined that the
claims of these  creditors were outside the time  limitations of the statutes of
the States of Colorado and Nevada for causes of action most likely to be pled by
such  creditors.  The statute  expired for these claims in December  1993.  As a
result,  management and its attorney  believe that the Company would most likely
have a defense  that  would be  reasonably  based upon fact and law and that the
probability of these creditors successfully overcoming such a defense is


<PAGE>



                          LEESBURG LAND & MINING, INC.
                          (A Development Stage Company)

                      NOTES TO FINANCIAL STATEMENTS, CONT.
                            June 30, 1998 (unaudited)

substantially  remote.  It is  not  impossible  that  a  creditor  could  seek a
jurisdiction  other that Colorado or Nevada in which to commence  collection and
the  Company  would  then be forced to defend or  compromise  such claim at some
expense.

Legal  Counsel  to the  Company  has opined  that the chance of such  successful
litigation  by a creditor  is  substantially  remote,  although  such an outcome
cannot be absolutely determined with certainty at this time.

In late 1994, the Company reopened  negotiations with  Halliburton,  a creditor.
The Company and Halliburton  agreed to a settlement of approximately  $15,000 in
early 1995.  Since that settlement was  substantially  less than the amount plus
interest then recorded as a liability, the Company ceased to accrue interest. In
1995,  the  Company  recognized  $38,626,  the  amount  of  debt  forgiven,   as
extraordinary  income.  In  January  1996,  the  Company  settled  its  debt  to
Halliburton by paying $14,000.

NOTE 3 - NOTES PAYABLE

In 1986,  the Company sold 128,000  shares of its common stock to Rio Delta Land
Company ("Rio Delta").  The Company  planned to work in a venture with Rio Delta
to develop a mining property.  However,  in 1987, after expending  approximately
$70,000 on the project,  the Company  terminated  the venture with Rio Delta and
agreed to pay Rio Delta  approximately  $60,000  plus  interest in exchange  for
return of the common stock issued to Rio Delta.  The Company never  received its
stock  from Rio  Delta  but  nonetheless  maintained  the debt on its books as a
contingency  despite the fact that legally  there may be no valid claim  against
the Company.  The Company has unsuccessfully  tried to contact Rio Delta and its
controlling  shareholder to resolve the matter.  Interest was accrued at 12% per
annum from 1987  through  December  31,  1994,  and  amounted  to  approximately
$80,000.

As of December 31, 1994, the Company,  based on the advice of its legal counsel,
determined  that  any  claim by Rio  Delta,  if  valid,  lies  outside  the time
limitations  of the  statutes  of the  limitation  of Colorado  and Nevada.  The
Company  believes  that it  would  most  likely  have a  defense  that  would be
reasonably  based upon fact and law and that the  probability  of this  creditor
successfully  overcoming such a defense is substantially  remote. The statute of
limitations  is six  years  on the debt due to Rio  Delta,  and that  limitation
expired in December,  1994. As a result of the above determination,  on December
31,  1994,  the Company  wrote off the  principal,  plus  accrued  interest  and
estimated legal expenses,  totaling $142,012,  to equity. The 4,266 post-reverse
split  (128,000  pre-reverse  split)  shares of common  stock  sold to Rio Delta
currently remain issued and outstanding.

It is not  impossible  that a  creditor  could  seek a  jurisdiction  other than
Colorado or Nevada in which to commence collection and the Company would then be
forced to defend or compromise such claim at some expense.  Legal Counsel to the
Company has opined that chance of such successful litigation by this creditor is
substantially  remote,  although such an outcome cannot be absolutely determined
with certainty at this time.


<PAGE>



                          LEESBURG LAND & MINING, INC.
                          (A Development Stage Company)

                      NOTES TO FINANCIAL STATEMENTS, CONT.
                            June 30, 1998 (unaudited)


NOTE 4 - STOCKHOLDER'S EQUITY

The Company amended its Articles of  Incorporation  to authorize the issuance of
1,000,000  shares of preferred stock with no par value.  The preferred stock may
be  issued  from time to time with such  designation,  rights,  preferences  and
limitations as the Board of Directors may determine by resolution.
As of June 30, 1998, no shares of preferred stock have been issued.

In 1989,  the Company sold 2,500,000  shares of the Company's  common stock to a
Belgian company, N.V.  Handels-Kreditkantoor/Comtoir  de Credit s.a. ("HKCC") in
exchange for 7,500,000 fine art prints. In addition,  the Company issued 650,000
shares to Asher Investments  Limited ("Asher") as a finder's fee. As part of the
sales agreement,  HKCC agreed to loan the Company  $300,000.  The Company valued
the combined transaction at $2,520,000. However, HKCC never delivered the prints
or made the loan. As a result,  in 1990, the Company  negotiated the recision of
the stock issuance.  Since the transaction was never fully executed,  it has not
been included in the schedule above or in calculation of weighted average shares
outstanding for determining  earnings (loss) per share. The stock transfer agent
canceled the outstanding shares in 1994.

The Company's  officers  contributed  management  services valued at $18,200 and
$10,000 during 1995 and 1994, respectively.  During 1995, the Board of Directors
approved issuing 2,500,000 shares of common for $100 of services to One Capital.
During 1994, the President waived $62,618 owed to him for past services rendered
in  exchange  for  28,500,000  shares of common  stock for which $750 was deemed
consideration.  During 1994, the Vice  President  waived $45,532 owed to him for
past  services  rendered in exchange for  19,000,000  shares of common stock for
which $500 was deemed  consideration.  These transactions were authorized by the
Board of Directors and the amounts were credited to stockholder's equity.

Also during  1994,  the Company  unilaterally  transferred  the debt and accrued
interest  owed to Rio Delta,  a major  shareholder,  to equity (see Note 3). The
principal  and  interest  totaled  $142,012 and was  transferred  after the time
period for the statute of limitations expired.


NOTE 5 - INCOME TAXES

At June 30, 1998, the Company has a net operating loss (NOL)  carry-forward  for
tax purposes of approximately  $3,620,000  (expiring in the years 1998 to 2010).
In addition, the Company has a tax credit carry-forward of approximately $20,000
(expiring in the years 1999 to 2000).




<PAGE>



                          LEESBURG LAND & MINING, INC.
                          (A Development Stage Company)

                      NOTES TO FINANCIAL STATEMENTS, CONT.
                            June 30, 1998 (unaudited)


Deferred tax assets (liabilities) at June 30, 1998:

                                                                 June 30,
Deferred tax assets due to:                                      1998
                                                                 ----------
         Payables                                                $   10,182
         Receivables                                              1,407,844
                                                                 ----------
         Net operating loss carry-forward                         1,418,026

Valuation allowance for deferred
tax assets                                                       (1,418,026)

Net deferred tax asset                                           $        -



ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS FOR QUARTER ENDED JUNE 30, 1998 COMPARED TO SAME PERIOD IN
1997.

         The Company has experienced  decreased operating expenses for the three
month  period of $266 as  compared  to $990 for the same  period in 1997.  The
revenues  for the period were none in 1997 or 1998.  The Company  recorded a net
loss of  ($990)  for the period in 1997  compared to a net loss of $(266) in the
same period in 1998.  The  Company  losses on  operations  will  continue  until
revenues  can be  achieved.  While the  Company is seeking  capital  sources for
investment; there is no assurance that sources can be found.

         Loss per share for the 1998 second  quarter  was less than  ($.01)  per
share,  as  compared to a loss of less than ($.01) per share for the 2nd quarter
of 1997.

RESULTS OF OPERATIONS FOR SIX MONTH PERIOD ENDED JUNE 30, 1998 COMPARED TO SAME
PERIOD IN 1997.

         The Company has experienced  decreased operating expenses for the six
month  period of $266 as  compared  to $2,849 for the same  period in 1997.  The
revenues  for the period were none in 1997 or 1998.  The Company  recorded a net
loss of  ($2,849) for the period in 1997 compared to a net loss of $(266) in the
same period in 1998.  The  Company  losses on  operations  will  continue  until
revenues  can be  achieved.  While the  Company is seeking  capital  sources for
investment; there is no assurance that sources can be found.

<PAGE>

         Loss per share for the 1998 six month period was less than ($.01)  per
share, as compared to a loss of less than ($.01) per share for the same period.


LIQUIDITY AND CAPITAL RESOURCES

         The Company had no cash  capital at the end of the period.  The Company
will be  forced  to  either  borrow  against  or  sell  assets  or make  private
placements of stock in order to fund operations continuance. No assurance exists
as to the ability to achieve  sales of assets or loans  against  the assets,  or
make private placements of stock.


                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  None

ITEM 2.           CHANGES IN SECURITIES

                  None

ITEM 3.           DEFAULT UPON SENIOR SECURITIES

                  None

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  None

ITEM 5.           OTHER INFORMATION

                  None

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  Form 8-K dated April 13, 1998



<PAGE>

                          LEESBURG LAND & MINING, INC.
                          (A Development Stage Company)

                                   SIGNATURES

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


                                                   LEESBURG LAND & MINING, INC.



Date: August 24, 1998                              /s/Robert M. Beaton
                                                   ----------------------------
                                                   Robert M. Beaton, President