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

                                   FORM 10-KSB


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


                  For the fiscal year ended: December 31, 1997


                         Commission file number: 0-1519


                              LEADVILLE CORPORATION
                  ---------------------------------------------
                 (Name of small business issuer in its charter)


           COLORADO                                        84-0388216
 ------------------------------                 ------------------------------
(State or other jurisdiction of                 (IRS Employer Identification No)
 incorporation or organization)


                 2851 S. PARKER RD., SUITE 610, AURORA, CO 80014
                 -----------------------------------------------
                    (Address of principal executive offices)

                                 (303) 671-9792
                            -------------------------
                            Issuer's telephone number


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

       Securities registered Pursuant to Section 12(g)of the Exchange Act:
                                  COMMON STOCK
                                  ------------


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      

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B contained in this form and no disclosure  will be contained,  to
the  best  of  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. [ ]

Issuer's operating revenues for its most recent fiscal year:   NONE

The aggregate market value of the Common Stock (the  Registrant's  only class of
voting stock) held by non-affiliates of the Registrant on December 31, 1997, was
approximately  $7,651,550  based upon the  reported  closing  sale price of such
shares on the NASDAQ  Small-Cap  System for that date.  As of December 31, 1997,
there were 10,202,065 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  NONE

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT:  NO   X






<PAGE>

Item 1. Description of Business
-------------------------------

GENERAL

     Leadville  Corporation   ("Leadville"  or  the  "Company")  is  a  Colorado
corporation  that was organized in 1945 to acquire,  explore and develop  mining
properties,  primarily in Lake and Park Counties,  Colorado.  Leadville's Common
Stock is traded on the NASDAQ Small-Cap System, under symbol "LEAD".

     Historic  mining  activities  began in Lake and Park  Counties  during  the
1860's.  The most  productive area in the Counties became known as the Leadville
Mining District  ("District") of central Colorado.  Since 1860, the District has
produced  over 2.5  million  ounces of gold,  240  million  ounces of silver,  2
billion  pounds of lead,  1.4 billion  pounds of zinc and 100 million  pounds of
copper. Leadville's properties, which are located in the District, have produced
gold, silver, lead, zinc and copper during previous mining operations.

     Leadville  controls two significant blocks of contiguous mining properties,
the  approximately  5.5 square mile  Sherman-  Hilltop  Consolidation  ("Sherman
Mine"), historically a silver, lead and zinc producer, and the approximately 1.5
square mile  Diamond-Resurrection  Consolidation  ("Diamond Mine"),  primarily a
gold and silver  producer,  along  with lead,  zinc and  copper.  The  Company's
properties  are located near the town of Leadville,  Colorado and are accessible
year around,  although  access to the mines can be  interrupted  at times due to
severe winter weather conditions. Access to the mineral resources at the Diamond
and Sherman Mines is gained through underground workings.

     Due to the  collapse  of silver  prices  in the  1890's,  coupled  with the
exhaustion  of easily  minable  high grade  surface  ore,  the District was left
inactive for almost 50 years.  During that period,  property and mineral  rights
were  abandoned  or divided to the point of not being  manageable.  Beginning in
1949 and  continuing  into the 1980's  one of  Leadville's  strategic  corporate
objectives was to  consolidate,  under its control,  promising land positions in
the District which would serve to support large,  long-term  mining  operations.
Under the direction of Dr. Robert G. Risk, the Company's  President from 1949 to
1997,  Leadville  commissioned  reviews of  historical  mining  data,  conducted
geophysical  studies and  researched  title records for the Leadville area in an
effort to identify land positions which held promising prospects for acquisition
and  mining.  After  years  of  effort  and  considerable   expense,   Leadville
successfully   consolidated   ownership  interests  and  mining  rights  in  the
Sherman-Hilltop and Diamond-Resurrection properties.

     In the  late  1960's  Leadville  acquired  a third  block  of  ground,  the
Stringtown Mill site ("Stringtown  Mill"). This property was acquired to provide
a location for construction of a mill for processing of Sherman Mine ore.

     The  information  contained  in this Form 10-KSB  contains  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995,  which  can be  identified  by the use of  words  such as  "may",  "will",
"expect",  "anticipate",  "estimate" or "continue", or such variation thereon or
comparable terminology.



                                       -2-


<PAGE>



In addition,  all  statements  other than  statements of  historical  facts that
address activities, events or developments that the Company expects, believes or
anticipates,  will or may occur in the  future,  and  other  such  matters,  are
forward-looking statements.

     The  future  results  of  the  Company  may  vary   materially  from  those
anticipated  by  management,  and may be affected by various  trends and factors
which are beyond the control of the Company. These risks include lack of capital
of the Company, its substantial  dependence on Dr. Risk to fund operations,  the
uncertainties  surrounding  the EPA Superfund  site in which  approximately  ten
percent of the Company's  properties are located, the uncertainties of obtaining
additional capital,  the competitive  environment in which the Company operates,
changing metal and mineral prices, and other significant risks described herein.


Item 2.  DESCRIPTION OF PROPERTIES
----------------------------------

SHERMAN MINE

     In 1974,  Leadville  leased the Sherman Mine and Stringtown Mill properties
to Day Mines, Inc. ("Day Mines") of Wallace,  Idaho. The Sherman Mine properties
consist of  approximately  1,854 acres of patented mining claims and 1,760 acres
of unpatented mining claims in Lake and Park Counties.  The Stringtown Mill site
includes  approximately  300 acres of patented and unpatented  claims and is the
location of the  Stringtown  Mill and Malta  Gulch  tailings  ponds.  Unpatented
claims require payment of annual assessment fees to hold the claim.

         Hecla Mining  Company  ("Hecla"),  began to operate the Sherman Mine in
1981, as a result of the merger of Day Mines into Hecla.
 During the early 1980's, low silver prices resulted in the suspension of mining
operations  at the  Sherman  Mine for  periods  of time.  In  November  of 1984,
Leadville reached agreement, in principle, with Hecla whereby all properties and
mining  rights  subject  to the 1974  lease  agreement  would be  reacquired  by
Leadville.  During  October of 1987,  Leadville  reached a final  agreement with
Hecla for  reconveyance of the lease, in  consideration  for $500,000 cash and a
convertible  debenture in the amount of $381,000.  In December 1993, as a result
of Leadville's  efforts to re-structure  its debt  obligations,  Hecla agreed to
cancel the  $381,000  debenture,  along with accrued  interest of  approximately
$402,000.

         Since May of 1987 and continuing through 1997,  Leadville's  activities
at the Sherman Mine have been limited to care,  maintenance  and permit  related
work,  due to continuing  low silver  prices.  During 1985, the Sherman Mine was
placed in temporary  cessation due to suspension  of mining  activities.  During
1995, the temporary  cessation  period expired and Leadville will be required to
conduct a program  of study,  exploration  and  sampling  to  maintain  existing
regulatory  permits.  In the event that the required work is not performed,  the
Company may be required to reclaim the Sherman Mine site. The Company  maintains
a reclamation  bond in the amount of $128,000,  which relates to the Sherman and
Stringtown Mill sites.  Although the Sherman Mine is not included as part of the
California Gulch Superfund Site, the  Environmental  Protection  Agency (EPA) is
utilizing  rock materials  located on the property for  reclamation of Superfund
designated  properties.  Pending  final  earthwork  activity  by the  EPA at the
Sherman Mine, Leadville has taken no action at the Sherman Mine.

     Discussions  are  underway  with the  State of  Colorado  and the EPA in an
effort to reduce the bonding requirements based on the EPA's restoration efforts
at the site.

                                      -3-


<PAGE>



     Substantially  all of the Company's real properties,  including the Sherman
Mine, serve as security for outstanding convertible debentures.

DIAMOND MINE

     Leadville acquired the initial Diamond Mine claims in 1964 and continued to
add land positions into the early 1980's.  Although the Diamond Mine  properties
were  under  lease to Day  Mines,  and  then  Hecla,  as part of the 1974  lease
agreement, no mining activities occurred on the properties during the years 1974
through 1982. In 1983,  Hecla released the Diamond Mine from the lease agreement
and Leadville initiated a program of study and exploration of the property.

     The Diamond  Mine  property  consists of  approximately  1,180 acres and is
located approximately 4.5 miles east of Leadville,  Colorado.  Substantially all
of the mining claims in the block of ground are patented and owned by Leadville.
The property carries only minimal royalty obligations.

     Beginning in 1983 and continuing into 1989,  Leadville's efforts focused on
achieving  production  at the Diamond  Mine.  As a result of work  conducted and
investment made by Leadville  during this six year period,  management  believes
the property is positioned to re-open for further  exploration  and  development
with modest capital investment,  although significant financing will be required
to sustain mining operations.

     During the years 1986 through 1988,  Leadville  constructed a surface plant
at the Diamond Mine, drove  underground  access and development  drifts and made
modifications  to the Stringtown Mill facility.  Sustained ore processing at the
Stringtown  Mill was  achieved  in late 1988,  after  significant  delays due to
equipment and circuit failures. Once ore processing at the mill was sustainable,
however,  Leadville  lacked  necessary  financial  resources to  construct  mine
infrastructure required to continue mining operations.

     Ultimately, financing necessary to continue mining activities in early 1989
could not be secured and operations  were  suspended.  Management  believes that
significant  financing has not been available to Leadville due to  environmental
litigation surrounding the Leadville, Colorado area since the mid-1980's. During
1996,  the Company  signed a letter of intent with a Canadian  mining company to
joint-venture Leadville's Diamond Mine properties. In January 1997, the Canadian
company  advised  Leadville  that it would not be able to secure  the  financing
required to participate on the property and the letter of intent then expired.

Under  terms of the  letter,  Leadville  issued  500,000  shares of stock to the
Canadian company for cash consideration of $500,000. Leadville used the proceeds
for general corporate purposes and to settle certain long past due obligations.



                                       -4-


<PAGE>


STRINGTOWN MILL SITE

     The Stringtown Mill site encompasses an area of approximately 300 acres and
is located  immediately  south of Leadville,  Colorado.  The Stringtown Mill and
tailings  ponds were  constructed  and placed in service on the site in the late
1960's.  The  facility  was used to mill  Sherman  Mine  ore  until  1984,  when
substantially  all Sherman  Mine  activities  were  suspended  due to low silver
prices.

     During the years 1986 though 1988, modifications and improvements were made
to the Stringtown Mill in anticipation of processing  Diamond Mine ore. The mill
operated  sporadically  from mid-1988 until early 1989  processing  Diamond Mine
ore. Administrative,  laboratory,  warehouse and residential facilities are also
located on the 300 acre site.

     As of March 15,  1998,  Leadville  employed  one  part-time  individual  to
monitor the properties and to perform necessary administrative and field duties.

COMPETITION

     Leadville competes with other mining companies  attempting to develop mines
which  produce  precious and base metals.  Most  competitors  are larger  mining
companies  with greater  financial and technical  resources than  Leadville.  In
addition,  management  believes  that  Leadville's  properties  have  been  at a
competitive  disadvantage  in  the  industry  since  the  late  1980's,  due  to
environmental  litigation  involving the Leadville Mining District.  (See "LEGAL
PROCEEDINGS", under Item 3., hereof).

     Resumption of mining  operations at  Leadville's  two mines is dependent on
attracting  significant  operating  capital and on the market prices of precious
metals,  primarily  silver  and gold.  At  current  silver  prices,  many of the
industry's silver mines can not be operated  profitably,  including possibly the
Sherman Mine. At a minimum, the mine will require significant capital investment
for  acquisition  of equipment and financing mine  development  before it can be
made  operational.  Operating  issues for the Sherman Mine also include  milling
facility considerations, including location.

     Independent  consultants  retained by Leadville  concluded that the Diamond
Mine can be profitably  operated at current gold prices.  The mine has operating
permits in place,  identified ore reserves and plant and equipment positioned to
resume mining activities.  Leadville will have to invest significant  additional
funds for development work before the mine can be put into  production.  Milling
considerations  must also be addressed in conjunction with mining  operations at
the Diamond Mine.

     In years  past and  continuing  into 1996,  the  Company  has been  heavily
dependent on its  Chairman  and  past-President,  Dr.  Robert G. Risk,  to raise
necessary financing. The loss of Dr. Risk, for any reason, would have a material
impact on the  Company's  ability to raise  additional  funds and  continue as a
going concern.









                                       -5-


<PAGE>


GOVERNMENTAL REGULATIONS

     As discussed in "LEGAL  PROCEEDINGS",  under Item 3, hereof,  Leadville was
named as a defendant in several legal actions initiated by the state of Colorado
and the United States  involving  environmental  matters in the California Gulch
Superfund  site.  Portions of  Leadville's  Diamond Mine property and Stringtown
Mill site are located within the boundaries of the Superfund site.

     In an  effort  to  limit  its  financial  exposure  and move  forward  with
financing  efforts,  Leadville  ultimately  reached a settlement with the United
States which was entered by the United States  District Court in August of 1993.
The  settlement  is in the  form  of a  consent  decree.  As a  result  of  that
settlement,  Leadville  will be required  to make  annual  cash  payments to the
United States in order to maintain certain  protections  afforded by the consent
decree.  Additionally,  Leadville  has agreed to advise  the  United  States and
certain  other  parties  of  its  mining  plans,  if  planned  activities  could
potentially  have an adverse  impact on  remedial  work being  performed  in the
Superfund site.

     Under the consent decree, Leadville retains the right to use the Stringtown
Mill facility for ore processing, although use of the existing tailing ponds for
future  storage of mill  tailings  will require  approval by the United  States.
Leadville's  mine and mill  facilities  are currently  permitted by the State of
Colorado for the respective  operations.  However,  the permit approval  process
required  to  operate  new mining  facilities  within  the  Superfund  site will
probably include participation by the United States.

     The costs of  defending  against the  environmental  claims  alleged in the
consolidated  cases and,  subsequently,  negotiating a settlement have exhausted
all of Leadville's  financial  resources.  In addition,  management believes the
designation of the  Leadville,  Colorado area as a Superfund site could continue
to complicate efforts to raise financing for the Company's properties.



Item 3.  LEGAL PROCEEDINGS
--------------------------

UNITED STATES (ENVIRONMENTAL PROTECTION AGENCY)

     In 1983,  Leadville  was named as one of  several  defendants  in an action
(United States of America vs. Apache Energy and Mineral Company,  et al) brought
by  the  United  States  in  Federal   District  Court  in  Colorado  under  the
Comprehensive  Environmental  Response,  Compensation  and Liability Act of 1980
("CERCLA")  in connection  with the  approximately  11.5 square mile  California
Gulch Superfund site in Lake County, Colorado. In 1986, Leadville was also named
as a third party defendant in a suit (State of Colorado vs. Asarco, Inc., et al)
involving the same site. The cases were subsequently consolidated.

     From 1983 through 1988, Leadville negotiated with the United States to have
its  involvement in the  consolidated  case dismissed or settled on a de minimis
basis.  That  effort  was  ultimately  unsuccessful.  During  the years 1989 and
continuing  into 1993,  Leadville  attempted to  negotiate a  settlement  of its
alleged liability to the United States. Management believed that financing might
be  obtained  by  Leadville  if the claims  asserted  by the United  States were
settled and the financial exposure limited.





                                       -6-


<PAGE>


     During August,  1993 a consent  decree was entered by the Federal  District
Court in Colorado whereby the United States agreed to settle Leadville's alleged
liability,  with  the  exception  of  natural  resources  damages,  if  any,  in
consideration for $3,000,000.  Under the terms of the consent decree, a total of
$250,000 is to be paid by Leadville over 15 years,  with a contingent  liability
of $2,750,000 to be paid based on profitable  operations or sale of  properties.
Minimum cash  payments  are to be $10,000 for years 1-5,  $15,000 for years 6-10
and $25,000 for years 11-15.

     Recent  discussions  with the EPA relative to de-listing some or all of the
Company's properties from Superfund designation have been very favorable, as the
EPA has designated no work associated with the Diamond-Resurrection property and
work planned for the Stringtown Mill site is minimal.

MINING EQUIPMENT, INC.

     During December 1988, Leadville raised financing for operations through the
sale and lease back of certain mining and milling  equipment.  In late 1989, due
to  Leadville's  lack of  financial  resources,  scheduled  payments  under  the
agreement could not be made and the lessor of the equipment sued in the District
Court of Lake County,  Colorado to obtain financial relief and possession of the
equipment. (Mining Equipment, Inc. vs. Leadville Corporation).

     During  October  1994,  Leadville  and Mining  Equipment,  Inc.  reached an
agreement to settle the case for $678,000. The plaintiff has obtained possession
of  substantially  all  mining  and  milling  equipment  subject  to  the  lease
agreements,  with the  exception  of the Diamond  Mine hoist and  certain  other
equipment.  The  plaintiff's  right to possession of the hoist is subordinate to
Leadville's debenture holders' first mortgage position.

     On  October  30,  1997,   Mining   Equipment   commenced  with  foreclosure
proceedings  against  certain of Leadville's  properties.  On December 10, 1997,
this foreclosure action was withdrawn by Mining Equipment,  Inc. On December 23,
1997, Leadville paid to Mining Equipment, Inc. the settlement amount and accrued
interest in the amount of  approximately  $867,000,  which was raised  through a
note to a shareholder secured by the Company's property.


COWIN & COMPANY, INC.

     In 1990, Cowin & Company,  Inc. Mining Engineers and Contractors filed suit
against  Leadville  in Lake  County,  Colorado  District  Court  asserting  that
Leadville  was  obligated  to Cowin &  Company  for  approximately  $45,000  for
contract mining fees.  Cowin & Company,  Inc. is requesting  damages,  equipment
possession and general relief  relating to a contract mining  agreement  entered
into March 3, 1987.

     Leadville  counter-claimed for damages resulting from improper construction
of the Diamond Mine shaft and damages resulting from an accident at the site. No
action has been taken in the case since  October 1993 and the Court ordered that
a Status Report be filed on the matter by August 30, 1996. The Report was timely
filed, but no action has occurred in the case since that date.

                                       -7-


<PAGE>


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

     There were no matters submitted to a vote of the Company's security holders
during the fourth quarter of 1997.




Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
------------------------------------------------------------------------------

     The following  table sets forth the low and high bid price  quotations  per
share of Common  Stock,  as  reported  on the  NASDAQ  Small-Cap  System for the
periods indicated.  These quotations reflect inter-dealer prices, without retail
markup,  mark down or commission  and may not  necessarily  represent the actual
price of transactions.

                Quarter Ended                  Low       High
                -------------                  ---       ----

                December 31, 1996             $ .75     $1.38
                March 31, 1997                  .38      1.13
                June 30, 1997                   .44      0.88
                September 30, 1997              .66      1.19
                December 31, 1997               .38      3.13

     At March 15, 1998, the Company had approximately 2,150 holders of record of
its Common Stock;  management estimates that the number of beneficial holders is
significantly greater.

     There can be no assurance  that,  if the Company is  successful  in raising
significant investment capital, future mining operations will be profitable.  No
dividends on the Common  Stock have been paid during the past several  years and
due to the significant investment of cash required by planned mining activities,
management  does  not  anticipate  that  any  dividends  will  be  paid  in  the
foreseeable future.

     See page F-5 to Financial Statements for issuance of shares of common stock
during 1997, all of which are unregistered.


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

     The following  discussion  should be read in conjunction with the Company's
consolidated  financial  statements and related notes included elsewhere herein.
The  Company's  results may be affected by various  trends and factors which are
beyond the Company's control. These include factors discussed elsewhere herein.

     With the exception of historical  information,  the matters discussed below
under the headings "Results of Operations" and "Liquidity and Capital Resources"
may include forward-looking statements that involve risks and uncertainties. The
Company cautions the reader that a number of important factors discussed herein,
and in other reports filed with the  Securities and Exchange  Commission,  could
affect  the  Company's  actual  results  and  cause  actual  results  to  differ
materially from those discussed in forward-looking statements.

                                       -8-


<PAGE>


Results of Operations

     The Company  earned no revenues from  operations in 1997 and reported a net
loss of $1,106,700.  The most significant expenses incurred during 1997 included
$440,685 of interest,  $34,700 for  property  taxes,  $67,700 for  depreciation,
$28,700  in  legal  fees  and  $45,300  for   write-down  of  parts   inventory.
Approximately 56% of the loss for 1997 was attributable to these expenses.

     The Company has had no active mining operations since 1989 and continues to
carry a significant  investment in property,  equipment and parts inventory.  In
1995, the Company  initiated  policies to recognize a declining  useful life and
value of these assets.  Approximately  $110,000 of such expenses were recognized
in 1997.

     During 1997,  Leadville  continued to incur  significant  interest  expense
relating to outstanding  notes and debentures  payable and their related accrued
interest.  As of December 31, 1997,  principal  amounts due on notes payable and
debentures payable was $1,305,000 and $440,000,  respectively.  In addition, the
Company accrued interest charges of  approximately  $53,000  associated with the
Mining Equipment, Inc. judgment. (See "Legal Proceedings" under Item 3, hereof).

     Substantially  all other  expenses in 1997 were  incurred to meet  general,
administrative and property holding expenses.


1997 COMPARED TO 1996

     The net loss for 1997, before extraordinary items, increased  approximately
$351,500  compared to 1996.  Interest  expense for 1997 increased  approximately
$13,200 over 1996, due primarily to interest expense  associated with the Mining
Equipment,  Inc.  judgment  and  interest  expense  associated  with  additional
borrowing during 1997.  Depreciation  expense increased slightly in 1997, as the
Company  continued  its  policy to provide  for  depreciation  on mining  assets
maintained on a stand-by basis.  General and  administrative  expenses increased
significantly  in 1997  primarily due to additional  employee  compensation  and
outside services fees related to environmental issues.

Liquidity and Capital Resources

     Leadville  is severely  undercapitalized.  As of  December  31,  1997,  the
Company has a working capital deficit of $5,507,000 and minimal  operating cash.
Substantially  all of  Leadville's  cash  needs  have been met by loans from the
Company's Chairman and by proceeds from short term notes.  Management is hopeful
that cash needs for 1997 will be met from existing cash resources and short-term
borrowings, although additional loans from previous sources can not be assured.

     In 1997, the Company used cash to meet general, administrative and property
obligations.  During 1997, the Company borrowed approximately $1,016,000 through
the placement of various secured and unsecured  notes.  No capital  expenditures
were made during the year.

     The Company's  certificates of deposit, in the amount of $133,000, are held
as mining reclamation bonds and classified as long term assets.

                                       -9-


<PAGE>


     In order for  Leadville  to  continue  as a going  concern  and  attempt to
operate its mining  properties,  a  significant  amount of capital  from sources
outside  the  Company  will  be  required.   Management  is  seeking  to  resume
discussions  with  several  mining  companies  that  had  expressed  preliminary
interest in the Diamond and Sherman Mine properties.

     During 1998,  management will continue its efforts to obtain  financing for
the Company's properties through  joint-venture,  cash investment or a secondary
offering of Leadville's  stock. No assurance can be given that Leadville will be
successful in securing  financing.  In order to improve the financing  prospects
for Leadville,  management is continuing its efforts to lessen the financial and
operating burdens of the consent decree with the United States.  However, recent
discussions  with the EPA have been very  encouraging  and de-listing of some or
all of  Leadville's  properties  impacted by the Superfund may take place in the
near future.

     As of December  31, 1997,  Leadville  is obligated to unsecured  promissory
note holders in the face amount of $438,000,  plus accrued interest of $976,000.
Outstanding  convertible  debentures at December 31, 1997, in the face amount of
$440,000, plus accrued interest of $2,553,700, are secured by all of Leadville's
real property. In addition,  The Mining Equipment,  Inc. obligation (see Item 3)
was  satisfied  with funds raised  through the issuance of a secured  promissory
note in the amount of $867,000 to a shareholder.

     Substantially  all of Leadville's note and debenture  payable  obligations,
including  accrued  interest,  are  convertible  into Common Stock at a price of
$1.00  per  share.  The  demand  note  obligations  due to Dr.  Risk,  including
interest,  have no stock  conversion  features.  Management is optimistic that a
substantial  amount of the debt will be  converted to stock,  if  Leadville  can
secure significant financing for its properties.


Item 7.  Financial Statements.
------------------------------

See "Index to Financial Statements" on page F-1 hereof.


Item 8. Changes In and Disagreements With Accountants on
        Accounting and Financial Disclosure.
---------------------------------------------------------

None














                                      -10-


<PAGE>



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

     The  following  table sets forth  information  regarding  the  officers and
directors of the Company.

Name                  Age   Positions Held         Officer/Director since
----                  ---   --------------         ----------------------

Robert G. Risk        88      Chairman                      1949

Lloyd L. Morain       80      Director                      1967

James C. Tiffany      67      Director                      1990

John H. Gasper        38      President, Director           1997

Mr.  Tiffany  is the  nephew  of  Robert  G.  Risk.  There  is no  other  family
relationship between or among any of the above listed officers and directors.

Robert G. Risk has been the Chairman and a Director of Leadville  since January,
1949. He has been a practicing dentist in Indianapolis, Indiana for many years.

Lloyd L. Morain has been a director of Leadville  since 1967.  He is currently a
personal business advisor and Chairman of the Board of the Illinois Gas Company,
an Illinois  corporation  which he has been associated with for many years.  Mr.
Morain holds office with several other utility companies.

James C. Tiffany has spent his entire  business career in various aspects of the
mining  business;  most recently serving with Reynolds Metal Company since 1964.
Reynolds is engaged in the manufacture of aluminum and aluminum  products and in
gold mining.  He received his Engineer of Mines degree from the Colorado  School
of Mines in 1951.  Mr.  Tiffany was  employed by  Leadville  in the  position of
operations manager during the years 1953 through 1959.

John H. Gasper, MSEM, P.E., President of Leadville Corporation since July ,1997,
is a registered professional mining engineer with fifteen years of experience in
mining  engineering  design and restoration of lands impacted by mining.  He has
served  as  the  chief  mining   engineer  for  Atec   Associates,   a  national
geotechnical/environmental  engineering  consulting  firm,  for twelve years and
President of EnviRESTORE Engineering, LLP since 1996.



Item 10.  Executive Compensation
--------------------------------

     The only current officer of Leadville who received compensation during 1997
was Mr. Gasper. Mr. Gasper's salary was $60,000 for the year ending December 31,
1997, of which approximately  $46,000 remains unpaid.  Additionally,  Mr. Gasper
received as compensation 150,000 shares of restricted common stock in 1997.






                                      -11-


<PAGE>



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

     As of March 15, 1997, a total of 9,810,992  shares of the Company's  Common
Stock were  outstanding.  The table below sets forth the ownership by management
and principal stockholders of the Company as of December 31, 1996:

                                             Share
                                           Ownership
Name                      Title              Direct            Percent
----                      -----              ------            -------

Robert G. Risk          Chairman          2,686,179 (b)         26.33%

Lloyd L. Morain         Director            459,408 (b)          4.50%

James C. Tiffany        Director             27,631 (b)           .27%

John H. Gasper          President           150,000 (b)          1.47%

All officers and directors as
 a group                                  3,323,218             32.57%

(a)  The address of each  management  person is 2851 S. Parker Road,  Suite 610,
     Aurora, Colorado 80014.

(b)  Members of the Board of Directors and officers hold debt instruments of the
     Company  which can be  converted  into Common Stock at a price of $1.00 per
     share. If such debt  instruments were converted to stock as of December 31,
     1997,  officers and directors would hold the following number of shares and
     percentages  of  outstanding  stock:   Robert  G.  Risk  3,596,438  shares,
     (32.17%);  Lloyd L. Morain 525,419 shares, (4.70%); James C. Tiffany 27,631
     shares, (0.25%); John H. Gasper 150,000 shares, (1.34%).

     If holders of all convertible debt instruments of the Company had exercised
their option to convert the obligations to Common Stock as of December 31, 1997,
approximately  4,448,173  shares  would have been  issued and total  outstanding
shares would have been 14,650,238. Officers and directors, as a group, would own
4,299,488 shares representing 29.35% of the outstanding Common Stock.


Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------

     Substantially all of Leadville's  financing since 1983 has been provided by
loans from the Company's  directors  through proceeds from the private placement
of equity and debt  instruments.  The following  table sets forth amounts due to
officers and directors of the Company as of December 31, 1997:



Name                   Obligation          Principal  Interest     Total
----                   ----------          ---------  --------     -----

Robert G. Risk         Debenture payable    $  -0-    $910,259    $910,259

Robert G. Risk         Demand notes          $5,000    824,993     829,993

Lloyd L. Morain        Note payable          50,000     16,011      66,011

Substantially  all of the debenture  payable,  notes payable and related accrued
interest  amounts are convertible  into the Company's  Common Stock at $1.00 per
share. However, the demand notes and associated accrued interest due to Dr. Risk
have no stock conversion features.
                                                     

                                      -12-


<PAGE>



     During the years 1995  through  1997,  Dr.  Risk has  advanced  the Company
$30,500, $25,000 and $5,000, respectively. The advances bear interest at 10% and
are due on demand.  In earlier years,  Dr. Risk agreed to convert  substantially
all principal on the demand notes into Common Stock.

     During 1995 and 1996, Mr. Morain  provided loans to the Company in the form
of unsecured promissory notes, bearing interest at 10% per annum and convertible
into  Leadville's  Common Stock at a price of $1.00 per share.  During the years
1995 and 1996, Mr. Morain loaned the Company  $25,000 and $5,000,  respectively.
Mr.  Morain has  provided  significant  financing to Leadville in years prior to
1993 and he has converted substantially all such loans and accrued interest into
restricted Common Stock.

     During the years 1995 through 1997,  Leadville  was  successful in securing
conversion of certain debt obligations into Common Stock. During these and prior
years,  officers  and  directors  of the Company  also  exercised  Common  Stock
conversion rights for obligations they held.

     The Company believes that the terms of the transactions discussed above are
comparable to those which have been attainable from non-affiliated sources.

     During  February  1997,  the  Securities  and Exchange  Commission  adopted
amendments  to  Rule  144  which   shortened  the  holding  period  after  which
"restricted securities" can be resold. Generally, the holding period will be one
year from the date of purchase under which a shareholder can sell under Rule 144
and two years from the date of purchase under which a shareholder can sell under
Rule 144(k).

See Footnote 1 to the Financial  Statements  regarding new accounting  standards
and their future affect on the Company's financial statements.

                            Impact of Year 2000 Issue

The Year 2000 Issue is the result of computer  programs  being written using two
digits rather than four digits to define years.  This could  possibly  result in
computer  malfunction and miscalculations.  Based upon a recent assessment,  the
Company has  determined  that it will not be  necessary to modify or replace any
significant  portions of its  equipment or software so that its  computers  will
properly use dates beyond December 31,1999.  The Year 2000 Issue is not expected
to have material  impact on the Company's  operations.  In that the Company does
not rely significantly on third parties' computer systems for the continuance of
its operations,  the Company has determined that it has very little exposure, if
any, to contingencies related to the Year 2000 Issue and no costs to the Company
are anticipated.


                                      -13-



<PAGE>



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

(a)  Exhibits Filed Herewith or  Incorporated  by Reference to Previous  Filings
     with the Securities and Exchange Commission.

Exhibit
Number                      Description
------                      -----------

 (2)                       Plan of Acquisition, reorganization, arrangement,
                           liquidation or succession

 (3)                       Articles of Incorporation and By-laws

 (4)                       Instruments defining the rights of security
                           holders, including indentures

 (9)                       Voting Trust Agreement

(10)                       Material Contracts

(11)                       Statement Regarding Computation of Earning Per
                           Share is not required since the information is
                           ascertainable from Leadville's financial
                           statements filed herewith.

(13)                       Annual Report to security holders, Form 10-Q or
                           quarterly report to security holders

(16)                       Letter re:  change in accounting principles

(19)                       Documents not previously filed

(21)                       Subsidiaries of the Registrant

(22)                       Published report regarding matters submitted to
                           vote of security holders

(23)                       Consents of experts and counsel

(24)                       Power of Attorney

(27)                       Financial Data Schedule

(28)                       Information from reports furnished to state
                           insurance authorities

(29)                       Additional Exhibits
-------------------

(3)  The Articles of Incorporation of Leadville were filed with its Form 10-K on
     May 6, 1965;  the By-laws of  Leadville  were filed with its Report on Form
     10-K for the year ended December 31, 1980.

(4)  Filed with Form 10-K for year ended December 31, 1987.

(28) Consent Decree,  State of Colorado vs. Asarco,  Inc., et al, Defendants and
     Third  Party  Plaintiffs  vs.  Leadville  Corporation,  et al,  Third Party
     Defendants;  United  States of  America  vs.  Apache  Energy  and  Minerals
     Company, et al. Submitted on Form 8-K, dated February 11, 1993.

(b)  Reports on Form 8-K Filed During the Registrant's Fourth Fiscal Quarter:

     Form 8-K filed November 10, 1997

                                      -14-



<PAGE>


                          INDEX TO FINANCIAL STATEMENTS



                                                                      PAGE
                                                                      ----

Independent Auditor's Report..........................................F-2

Balance Sheets - December 31, 1997 and 1996...........................F-3

Statements of Operations - For the Years Ended
 December 31, 1997, 1996, and 1995....................................F-4

Statement of Stockholders' Equity - From January 1, 1994
 through December 31, 1997............................................F-5

Statements of Cash Flows - For the Years Ended
 December 31, 1997, 1996, and 1995....................................F-6

Notes to Financial Statements.........................................F-7




                                      F-1

<PAGE>


                          INDEPENDENT AUDITOR'S REPORT



Board of Directors
Leadville Corporation
Aurora, Colorado


We have audited the accompanying  balance sheets of Leadville  Corporation as of
December  31,  1997  and  1996,  and  the  related   statements  of  operations,
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period  ended   December  31,  1997.   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  Corporation as of
December 31, 1997 and 1996, and the results of its operations and its cash flows
for each of the years in the  three-year  period ended  December  31,  1997,  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 2 to the
financial statements,  the Company has suffered recurring losses from operations
and has a working  capital  deficiency  that raise  substantial  doubt about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  described in Note 2. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.




HEIN + ASSOCIATES LLP


Denver, Colorado
March 16, 1998



                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                    LEADVILLE CORPORATION

                                       BALANCE SHEETS
                                                                DECEMBER 31,
                                                    --------------------------------------
                                                        1997                      1996
                                                    ------------              ------------
                                          ASSETS
                                          ------

<S>                                                 <C>                      <C>   
CURRENT ASSETS:
    Cash                                            $      9,182              $    146,340
    Prepaid expenses and other                            12,089                     7,834
                                                    ------------              ------------
             Total current assets                         21,271                   154,174

PROPERTY AND EQUIPMENT, at cost:
    Mining properties                                  7,356,979                 7,356,979
    Buildings and equipment:
         Mine                                          1,219,564                 1,219,564
         Mill                                            829,032                   829,032
         Other                                           108,143                   108,143
    Land                                                  22,429                    22,429
                                                    ------------              ------------
                                                       9,536,147                 9,536,147

    Less accumulated depreciation and depletion       (2,870,514)               (2,802,796)
                                                    ------------              ------------
                                                       6,665,633                 6,733,351
OTHER ASSETS:
    Investments - certificates of deposits               133,000                   133,000
    Inventories                                          317,989                   363,289
                                                    ------------              ------------
             Total other assets                          450,989                   496,289
                                                    ------------              ------------

             TOTAL ASSETS                           $  7,137,893              $  7,383,814
                                                    ============              ============

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

CURRENT LIABILITIES:
    Related parties:
         Convertible debentures                     $    440,000              $    440,000
         Notes payable, stockholders                   1,256,037                   368,000
         Accrued interest payable                      3,529,363                 3,160,482
         Due to officers/director/stockholders            31,522                    10,276
    Notes payable - other                                 49,000                    55,000
         Accounts payable                                 44,538                   106,017
         Accrued expenses                                177,403                    89,179
    Settlement of capital lease obligations                 --                     796,040
                                                    ------------              ------------
                 Total current liabilities             5,527,863                 5,024,994

SETTLEMENT OF LITIGATION                                  90,000                    80,000

COMMITMENTS AND CONTINGENCIES (Notes 2 and 5)

STOCKHOLDERS' EQUITY:
    Capital stock, par value $1 per share;
         15,000,000 shares authorized;
         10,202,065 and 9,810,992 shares issued
         and outstanding at December 31, 1997
         and 1996, respectively                       10,202,065                 9,810,992
    Additional paid-in capital                         8,407,482                 8,450,682
    Accumulated deficit                              (17,089,517)              (15,982,854)
                                                    ------------              ------------
                      Total stockholders' equity       1,520,030                 2,278,820
                                                    ------------              ------------

         TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY                     $  7,137,893              $  7,383,814
                                                    ============              ============





                   See accompanying notes to these financial statements.

                                             F-3

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                               LEADVILLE CORPORATION

                                             STATEMENTS OF OPERATIONS

                                                                             FOR THE YEARS ENDED
                                                                                  DECEMBER 31,
                                                           -------------------------------------------------------
                                                               1997                  1996                  1995
                                                           -----------           -----------           -----------

<S>                                                        <C>                   <C>                   <C>
OPERATING REVENUES                                         $      --             $     --              $     --

OPERATING COSTS AND EXPENSES:

    General and administrative                                 605,383               269,211               195,879
    Depreciation                                                67,718                66,721                65,819
                                                           -----------           -----------           -----------
             Total operating costs and expense                 673,101               335,932               261,698
                                                           -----------           -----------           -----------

OPERATING LOSS                                                (673,101)             (335,932)             (261,698)

OTHER INCOME AND EXPENSE:
    Interest expense                                          (440,685)             (427,481)             (417,755)
    Other                                                        7,123                 8,207                 9,176
                                                           -----------           -----------           -----------
             Total other income and expense                   (433,562)             (419,274)             (408,579)
                                                           -----------           -----------           -----------

LOSS BEFORE EXTRAORDINARY GAIN                              (1,106,663)             (755,206)             (670,277)

EXTRAORDINARY GAIN FROM SETTLEMENT OF DEBT                        --                 122,149                53,208
                                                           -----------           -----------           -----------

NET LOSS                                                   $(1,106,663)          $  (633,057)          $  (617,069)
                                                           ===========           ===========           ===========


NET INCOME (LOSS) PER SHARE (BASIC AND
DILUTED):
    Before extraordinary item                              $      (.11)          $      (.08)          $      (.08)
    Extraordinary item                                            --                     .01                   .01
                                                           -----------           -----------           -----------

NET LOSS PER SHARE                                         $      (.11)          $      (.07)          $      (.07)
                                                           ===========           ===========           ===========

WEIGHTED AVERAGE NUMBER OF CAPITAL SHARES
OUTSTANDING                                                  9,930,439             9,320,907             8,953,571
                                                           ===========           ===========           ===========











                                  See accompanying notes to these financial statements.

                                                          F-4
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                 LEADVILLE CORPORATION

                                           STATEMENT OF STOCKHOLDERS' EQUITY
                                     FROM JANUARY 1, 1995 THROUGH DECEMBER 31, 1997
                                                                                                                         
                                                                Capital Stock                                             Total  
                                                          --------------------------     Paid-in        Accumulated   Stockholder's
                                                            Shares          Amount        Capital         Deficit        Equity
                                                         ------------   ------------   ------------    ------------   -------------
<S>                                                      <C>            <C>            <C>             <C>             <C>         
BALANCES, January 1, 1995                                   8,953,571   $  8,953,571   $  8,457,949    $(14,732,728)   $  2,678,792

    Net loss                                                     --             --             --          (617,069)       (617,069)
                                                         ------------   ------------   ------------    ------------    ------------

BALANCES, December 31, 1995                                 8,953,571      8,953,571      8,457,949     (15,349,797)      2,061,723

    Conversion of notes payable, convertible
           debentures and accrued interest for
           common stock                                       349,421        349,421         (7,267)           --           342,154
    Sale of common stock                                      508,000        508,000           --              --           508,000
    Net loss                                                     --             --             --          (633,057)       (633,057)
                                                         ------------   ------------   ------------    ------------    ------------

BALANCES, December 31, 1996                                 9,810,992      9,810,992      8,450,682     (15,982,854)      2,278,820

    Conversion of notes payable, convertible
           debentures and accrued interest for
           common stock                                       169,905        169,905           --              --           169,905
    Stock for services:
           Officers                                           178,000        178,000        (37,500)           --           140,500
           Others                                              43,168         43,168         (5,700)           --            37,468
    Net loss                                                     --             --             --        (1,106,663)     (1,106,663)
                                                         ------------   ------------   ------------    ------------    ------------

BALANCES, December 31, 1997                                10,202,065   $ 10,202,065   $  8,407,482    $(17,089,517)   $  1,520,030
                                                         ============   ============   ============    ============    ============




                              See accompanying notes to these financial statements.

                                                     F-5

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                 LEADVILLE CORPORATION

                                                STATEMENTS OF CASH FLOWS

                                                                                FOR THE YEARS ENDED DECEMBER 31,
                                                                  -----------------------------------------------------
                                                                      1997                 1996                 1995
                                                                  -----------          -----------          -----------
<S>                                                               <C>                  <C>                  <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                        $(1,106,663)         $  (633,057)         $  (617,069)
  Adjustments to reconcile net loss to net
     cash from operating activities:
            Stock for services                                        177,968                 --                   --
            Gain on debt restructuring                                   --               (122,149)             (53,208)
            Depreciation                                               67,718               66,722               65,819
            Provision for inventory obsolescence                       45,300               45,300               45,300
            Changes in assets and liabilities:
              (Increase) decrease in -
                 Prepaid expenses and other                            (4,255)                (194)                 (82)
               Increase (decrease) in:
                 Accrued interest to related parties                  404,786              311,993              329,463
                 Officer payables                                      21,246                3,925               23,311
                 Accounts payable                                     (61,479)             (79,158)             (13,305)
                 Accrued expenses                                    (697,816)              12,178              104,551
                                                                  -----------          -----------          -----------
            Net cash used in operating activities                  (1,153,195)            (394,440)            (115,220)

CASH FLOW FROM INVESTING ACTIVITIES -
  Sale of common stock                                                   --                508,000                 --

CASH FLOWS FROM FINANCING ACTIVITIES -
  Proceeds from borrowings                                          1,016,037               30,000              118,000
                                                                  -----------          -----------          -----------

INCREASE (DECREASE) IN CASH                                          (137,158)             143,560                2,780

CASH, beginning                                                       146,340                2,780                 --
                                                                  -----------          -----------          -----------

CASH, ending                                                      $     9,182          $   146,340          $     2,780
                                                                  ===========          ===========          ===========

SUPPLEMENTAL DISCLOSURES OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES:

       Capital stock issued for forgiveness of notes                       
            payable, convertible debentures and other
            liabilities to stockholders and/or officers           $   169,905          $   342,154          $      --
                                                                  ===========          ===========          ===========

       Conversion of accounts payable - related to                          
            notes payable                                         $      --            $      --            $    69,000
                                                                  ===========          ===========          ===========


                             See accompanying notes to these financial statements.

                                                     F-6
</TABLE>

<PAGE>


                              LEADVILLE CORPORATION

                          NOTES TO FINANCIAL STATEMENTS



1.   NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
     -------------------------------------------------------

     Nature of Business - Leadville  Corporation (the Company) is engaged in the
     development and mining of hard rock mineral properties.

     Inventories - Inventories are stated at the lower of cost (average  method)
     or market value. Inventories consist of operating and maintenance supplies.

     Property and Equipment - Mining  properties  consist  primarily of patented
     and  unpatented  mining  claims.  Mining  properties  include  the  cost of
     acquisition  and  accumulated  exploration  and  development  expendi tures
     incurred in the pre-production stage.

     In  the  event  such  mining   properties   are  developed  into  producing
     properties,  depletion  of these  related  costs  will be  computed  on the
     unit-of-production  method,  based on  estimated  tons of  recoverable  ore
     reserves.  If the  properties  are  determined to be incapable of producing
     commercial  quantities  of ore, the costs will be charged to  operations in
     the period in which the determination is made.

     The Company  provides for  depreciation  of buildings  and equipment on the
     straight-line method, to apportion costs over the estimated useful lives of
     the assets which range principally from five to twenty years.

     Income Taxes - The Company  accounts  for income taxes under the  liability
     method,  whereby  deferred tax assets and  liabilities are recorded for the
     expected  future tax  consequences of events that have been included in the
     financial statements or tax returns. Under this method, deferred tax assets
     and  liabilities  are  determined  based  on  the  difference  between  the
     financial  statements and tax bases of assets and liabilities using enacted
     tax rates in effect for the year in which the  differences  are expected to
     reverse.

     Net Loss Per Share - The loss per common share is  presented in  accordance
     with the  provisions of Statement of Financial  Accounting  Standards  No.,
     128,  Earnings Per Share (FAS 128).  FAS 128 replaced the  presentation  of
     primary  and  fully  diluted   earnings  (loss)  per  share  (EPS)  with  a
     presentation  of basic EPS and  diluted  EPS.  Basic EPS is  calculated  by
     dividing  the  income  or loss  available  to  common  shareholders  by the
     weighted  average  number  of common  shares  outstanding  for the  period.
     Diluted EPS reflects the potential  dilution that could occur if securities
     or other  contracts to issue common stock were  exercised or converted into
     common stock.  All potential  dilutive  securities  are  antidilutive  as a
     result of the  Company's  net loss for the years ended  December  31, 1997,
     1996, and 1995.  Accordingly,  basic and diluted earnings per share are the
     same for each year.

     Capitalization  of Interest - The Company  capitalizes  interest expense as
     part of the  historical  cost of acquiring  certain assets which require an
     extended  period of time to prepare  them for their  intended use (see Note
     3). Subsequent to 1988, interest has been expensed due to the suspension of
     development activities.

     Use of Estimates - The preparation of the Company's financial statements in
     conformity  with  generally  accepted  accounting  principles  requires the
     Company's  management  to make  estimates and  assumptions  that affect the
     

                                       F-7

<PAGE>


                              LEADVILLE CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


     amounts  reported in these  financial  statements and  accompanying  notes.
     Actual  results  could  differ  from those  estimates.  The  Company  makes
     significant  assumptions  concerning the realizability of its investment in
     property  and  equipment,  and the  ultimate  liabilities  associated  with
     asserted  claims  (see Note 5). Due to the  uncertainties  inherent  in the
     estimation  process and the  significance  of these  costs,  it is at least
     reasonably possible that its estimates in connection with these items could
     be further materially revised within the next year.

     Impairment  of  Long-Lived  Assets - In fiscal  1996,  the Company  adopted
     Financial   Accounting   Standards   Board  Statement  121  "Impairment  of
     Long-Lived  Assets"  (FAS 121).  In the event that facts and  circumstances
     indicate  that the cost of  assets  or other  assets  may be  impaired,  an
     evaluation  of  recoverability  would be  performed.  If an  evaluation  is
     required,  the estimated future undiscounted cash flows associated with the
     asset would be compared to the asset's  carrying  amount to  determine if a
     write-down  to market  value or  discounted  cash flow  value is  required.
     Adoption of FAS 121 had no effect on the financial statements.

     New Accounting  Standards - Statement of Financial Accounting Standards 130
     Reporting  Comprehensive  Income  and  Statement  of  Financial  Accounting
     Standards  131  Disclosures  About  Segments of an  Enterprise  and Related
     Information were recently issued.  Statement 130 establishes  standards for
     reporting  and  display  of  comprehensive  income,  its  components,   and
     accumulated  balances.  Comprehensive  income is  defined  to  include  all
     changes in equity except those  resulting  from  investments  by owners and
     distributions to owners.  Among other  disclosures,  Statement 130 requires
     that all components of  comprehensive  income shall be classified  based on
     their  nature and shall be  reported  in the  financial  statements  in the
     period in which  they are  recognized.  A total  amount  for  comprehensive
     income shall be displayed in the financial  statements where the components
     of other  comprehensive  income  are  reported.  Statement  131  supersedes
     Statement of Financial  Accounting  Standards  14 Financial  Reporting  for
     Segments of a Business Enterprise.  Statement 131 establishes  standards on
     the way that public companies report financial  information about operating
     segments in annual financial  statements and requires reporting of selected
     information about operating segments in interim financial statements issued
     to the public.  It also  establishes  standards for  disclosures  regarding
     products and services, geographic areas, and major customers. Statement 131
     defines operating  segments as components of a company about which separate
     financial information is available that is evaluated regularly by the chief
     operating  decisionmaker  in  deciding  how to  allocate  resources  and in
     assessing performance.

     Statements  130 and 131 are effective for financial  statements for periods
     beginning after December 15, 1997 and require  comparative  information for
     earlier  years to be restated.  Statements  130 and 131 are not expected to
     have a material impact on the Company.


2.   CONTINUING OPERATIONS:
     ----------------------

     The accompanying financial statements have been prepared on a going concern
     basis which  contemplates  the  realization  of assets and  liquidation  of
     liabilities in the ordinary  course of business.  At December 31, 1997, the
     Company  has  a significant  investment in non-producing mining properties,

                                       F-8

<PAGE>


                              LEADVILLE CORPORATION

                          NOTES TO FINANCIAL STATEMENTS



     recovery  of which is  dependent  upon the  production  of ore  reserves in
     commercial  quantities or sale of these properties at an amount equal to or
     in excess of cost. In addition,  the Company has suffered  recurring losses
     from operations and at December 31, 1997 has a working  capital  deficiency
     of approximately  $5,507,000 which includes approximately $5,257,000 due to
     related parties.  The Company also has significant  inventories,  which the
     Company  intends  to utilize  in the start up and  operation  of its mining
     properties.  As the  ultimate  realization  of the  mining  properties  and
     related  inventories  depends on  circumstances  which cannot  currently be
     evaluated, it is not possible to determine whether any loss will ultimately
     be realized from their disposition.  All real properties are collateral for
     convertible debentures.  The Company has no property or liability insurance
     coverage  at  December  31,  1997 or as of the  date of this  report.  Past
     litigation  concerning  environmental  matters and certain mining equipment
     (Note 5) has made it  difficult  to date for the Company to obtain  working
     capital through additional equity or financing. Annual fees are required to
     maintain  possessory titles to unpatented mining claims.  However,  without
     additional  working capital,  the Company may be unable to pay the required
     fees. Working capital must be obtained to allow for future operations.

     The Company believes a substantial  portion of the convertible  debentures,
     notes payable,  accrued interest and certain other  obligations may at some
     future time be converted into capital shares.  Manage ment is continuing to
     investigate  alternatives to raise additional working capital which will be
     required  to  meet  current  and  future   obligations  and  is  vigorously
     attempting to settle outstanding matters with the Environmental  Protection
     Agency (EPA) without additional  material impact to the Company's financial
     position.

     If the Company cannot  successfully  restructure  its debt,  satisfactorily
     resolve its outstanding  issues with the EPA, obtain working  capital,  and
     ultimately achieve profitable operations,  there is substantial doubt about
     the ability of the Company to continue as a going  concern.  The  financial
     statements  do not include  any  adjustments  which  might  result from the
     outcome of these uncertainties.


3.   MINING PROPERTIES:
     ------------------

     As of December  31,  1997,  the  Company  owns two mining  properties,  the
     approximately   5.5-square-mile   Sherman  Hilltop  Consolidation  and  the
     approximately 1.5-square-mile Diamond-Resurrection Consolidation.

     In February  1986,  the Company  gained access to historic mine workings by
     way of the  Diamond  shaft  located on the  Company's  Diamond-Resurrection
     Consolidation  property.  At  that  time,  the  Company  began  activities,
     including  mineralization sampling and the construction and modification of
     a milling facility, necessary to place this property in a revenue producing
     stage.  During 1987, the Company  reacquired all mining,  milling and other
     properties  and rights held by Hecla Mining  Company (HMC) under a previous
     lease agreement.

     Since May of 1987 and continuing into 1997,  Leadville's  activities at the
     Sherman Mine, primarily a silver property with other metals including gold,
     copper,  lead,  and  zinc,  have been  limited  to care,  maintenance,  and
     permit-related work, due to continuing low silver prices.  During 1995, the
     

                                       F-9

<PAGE>


                              LEADVILLE CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


     temporary  cessation  period  expired  and  Leadville  will be  required to
     conduct a program of study, exploration,  and sampling to maintain existing
     regulatory  permits.  In the event the required work is not performed,  the
     Company  may be required  to reclaim  the  Sherman  Mine site.  The Company
     maintains a reclamation  bond, in the amount of $128,000,  which relates to
     the Sherman and  Stringtown  Mill sites.  Although  the Sherman Mine is not
     included as part of the California  Gulch  Superfund Site, the EPA is using
     rock  materials  located on the property  for use on  Superfund  designated
     properties.  Pending  final  earthwork  by the  EPA at  the  Sherman  Mine,
     Leadville has taken no action at the Sherman Mine. Discussions are underway
     with the State of  Colorado  and EPA in an effort  to  reduce  the  bonding
     requirements based on the EPA's restoration efforts at the site.

     Presented  below is a summary of mining  property  costs as of December 31,
     1997:
<TABLE>
<CAPTION>

                                               DIAMOND-                Sherman
                                             RESURRECTION              Hilltop
                                             CONSOLIDATION          Consolidation           Total
                                             -------------          -------------         ----------

<S>                                           <C>                     <C>                 <C>       
     Mining claims                            $   221,445             $   78,110          $  299,555
     Exploration and development costs          4,445,428              1,784,979           6,230,407
     Interest                                     795,741                 31,276             827,017
                                              -----------             ----------          ----------
        Total                                   5,462,614              1,894,365           7,356,979

     Accumulated depletion                           -                (1,821,078)         (1,821,078)
                                              -----------             ----------          ----------
                                              $ 5,462,614             $   73,287          $5,535,901
                                              ===========             ==========          ==========
</TABLE>


4.   LONG-TERM DEBT, NOTES PAYABLE, AND CONVERTIBLE DEBENTURES:
     ----------------------------------------------------------

     The notes payable are summarized as follows:

                                                            DECEMBER 31,
                                                     -------------------------
                                                        1997            1996
                                                     ---------        --------

     Note payable, at 18% to stockholder,
     due December 1998, collateralized                        
     by mining properties.                          $  867,037        $   -


    Notes payable, at 10%, to stockholders
    and/or officers/directors, due dates             
    range from April 1996 through December 1997.       389,000         368,000 
                                                     ---------        -------- 
                                             
      Total related party notes payable             $1,256,037        $368,000
                                                    ==========        ========

    Notes payable, at 10%, due dates range
    from January 1, 1996 through                            
    December 31, 1997.                              $   49,000        $  55,00
                                                    ==========        ========
                                                                           




                                      F-10

<PAGE>


                              LEADVILLE CORPORATION

                          NOTES TO FINANCIAL STATEMENTS



     Notes payable and certain related accrued  interest  (totaling  $1,454,488)
     are convertible to the Company's capital stock at the option of noteholders
     at a  conversion  price of  generally  $1.00 per share  during  the term of
     notes.  As of  December  31,  1997,  $289,000  of the notes  were past due.
     Subsequent  to  December  31,  1997,  $75,000  of the past due  notes  were
     extended for one year and management of the Company  believes the remaining
     past due notes will also be extended.

     Convertible debentures are summarized as follows: 

                                                              DECEMBER 31,
                                                        ------------------------
                                                          1997            1996
                                                        ---------       --------

     10%  convertible  debentures,   interest  and
     principal due December 440,000 1998, with the
     exception   of   $115,000   of    convertible
     debentures  which  were  due  December  1997.
     Management  of  the  Company   believes  this
     debenture  will be extended.  The  debentures
     and accrued  interest are convertible  to the
     Company's  capital stock at the option of the
     debenture  holders at a  conversion  price of
     $1.00  per  share,  collateralized  by mining
     properties.                                        $440,000        $440,000
                                                        ========        ========



5.   COMMITMENTS AND CONTINGENCIES:
     ------------------------------

     Environmental Litigation - In the mid-1980's,  the Company was named as one
     of several  defendants  in certain legal  actions  involving  environmental
     matters.  The  plaintiffs in these  actions,  the State of Colorado and the
     Federal  Government,  alleged  that the  defendants  are  liable  under the
     Comprehensive  Environmental  Response,  Compensation  and Liability Act of
     1980  (CERCLA) in  connection  with mining and  related  activities  in the
     California Gulch Superfund Site near Leadville,  Colorado. The actions were
     consolidated.

     The  Company  and  litigation  counsel  believe  they had  substantial  and
     meritorious  defenses to the claims  being made.  However,  in an effort to
     expedite a conclusion and to minimize legal costs,  the Company agreed to a
     settlement of the cases.

     During  August 1993, a consent  decree was entered by the Federal  District
     Court in Colorado  whereby the United States agreed to settle the Company's
     alleged liability, with the exception of natural resources damages, if any,
     in consideration  for $3,000,000.  Under the terms of the consent decree, a
     total  of  $250,000  is to be paid by the  Company  over 15  years,  with a
     contingent   liability  of  $2,750,000  to  be  paid  based  on  profitable
     operations or sale of  properties.  Minimum cash payments are to be $10,000
     for years 1-5, $15,000 for years 6-10, and $25,000 for years 11-15.

     The EPA has acknowledged the receipt of soil and rock materials from two of
     Leadville's mining properties.  The Company has invoiced the EPA $3,880,330
     for what it  believes  to be the fair  market  value of this soil and rock.
     However,  the EPA has not yet agreed to the fair value of the soil and rock
     and  as  such,  the  Company  will  not  record  this   transaction   until
     collectibility  is assured.  The Company  believes  that at a minimum,  the
     transfer to soil and rock  material has  satisfied the minimum cash payment
     obligation under the consent decree.

                                      F-11

<PAGE>


                              LEADVILLE CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

     

     Certificates  of  Deposit - The  Company  is  required  by the Mined  Lands
     Reclamation   Board  to  maintain   certificates   of  deposit  for  future
     reclamation  costs.  No future  reclamation  costs have been  accrued as of
     December 31, 1997.


6.   RELATED PARTY TRANSACTIONS:
     ---------------------------

     As discussed in Note 4, certain  officers,  directors and stockholders have
     provided  significant  loans to the Company.  The  aggregate  indebtedness,
     including accrued interest,  and other payables,  amounted to approximately
     $5,256,922 at December 31, 1997.  Total interest expense to these officers,
     directors and  stockholders  was $385,648,  $368,436,  and $342,501 for the
     years ended December 31, 1997, 1996, and 1995, respectively.

     The  Company  leases  office  space on a  month-to-month  basis from a past
     officer of the Company for $125 per month.  This individual is a partner in
     an  accounting  firm  which  performs  bookkeeping,  accounting  and  other
     administrative  services for the  Company.  Fees for such rent and services
     totaled  $64,235,  $42,548,  and $33,820 for the years ended  December  31,
     1997, 1996, and 1995,  respectively.  As of December 31, 1997 and 1996, the
     Company owed the firm $2,116 and $10,276,  respectively,  which is included
     in amounts due to officers/directors/stockholders. The individual converted
     $8,000 of accounting and administrative  fees to a convertible note payable
     in 1995.

     As  of  December  31,  1997,  the  Company  owed  an  officer  $29,406  for
     compensation,  including an office,  equipment, and management allowance of
     approximately $2,000 per month.

     See Note 8 for additional related party transactions.


7.   INCOME TAXES:
     -------------

     The following items give rise to a long-term  deferred tax asset, which has
     been fully reserved:

                                                           DECEMBER 31,
                                                  -----------------------------
                                                      1997             1996
                                                  -----------       -----------

     Inventory reserve for obsolescence           $    51,000       $    34,000
     Adjusted basis differential -
      depletable properties                           676,000           810,000
     EPA settlement liability                          41,000            41,000
     Net operating loss carryforward                3,240,000         2,900,000
     Other                                             14,000              --
                                                  -----------       -----------
     Deferred tax asset                             4,022,000         3,785,000
     Less allowance                                (4,022,000)       (3,785,000)
                                                  -----------       -----------
          Net deferred tax asset                  $      --         $      --
                                                  ===========       ===========


                                      F-12

<PAGE>


                              LEADVILLE CORPORATION

                          NOTES TO FINANCIAL STATEMENTS




     At December 31, 1997,  the Company has  available  tax net  operating  loss
     carryforwards of approximately $8,640,000,  which can be utilized to offset
     future  taxable  income.  Utilization  of these loss  carryforwards  may be
     limited due to changes in ownership  of the  Company,  and they expire from
     1998 through 2012.


8.   STOCKHOLDERS' EQUITY:
     ---------------------

     During     the     year     ended     December     31,     1997     certain
     officers/directors/stockholders  of the Company agreed to convert principal
     amounts  of  notes  payable  and  accrued   interest   totaling   $169,205,
     respectively to restricted capital stock at a price of $1.00 per share.

     During the year  ended  December  31,  1997,  the  Company  issued  certain
     officers   and  others   178,000  and  43,168   shares  of  common   stock,
     respectively, for services valued at $177,968.


9.   FAIR VALUE OF FINANCIAL INSTRUMENTS:
     ------------------------------------

     The  estimated  fair values for  financial  instruments  are  determined at
     discrete  points  in time  based  on  relevant  market  information.  These
     estimates  involve  uncertainties  and cannot be determined with precision.
     The carrying amounts of cash,  certificates of deposit,  accounts  payable,
     accrued liabilities, notes payable, convertible debentures, and payables in
     connection with settlement of capital lease  obligation  approximates  fair
     value because of the short-term maturity of those instruments. The carrying
     amount of the settlement of litigation liability approximates fair value as
     a  result  of the  Company  discounting  this  liability  at the  Company's
     effective borrowing rate.


10.  CONCENTRATIONS OF CREDIT RISK:
     ------------------------------

     Credit risk  represents the accounting loss that would be recognized at the
     reporting  date  if   counterparties   failed   completely  to  perform  as
     contracted. Concentrations of credit risk (whether on or off balance sheet)
     that arise from  financial  instruments  exist for groups of  customers  or
     counterparties when they have similar economic  characteristics  that would
     cause  their  ability  to  meet  contractual  obligations  to be  similarly
     effected by changes in economic or other conditions.

     Financial  instruments  that  subject the Company to credit risk consist of
     certificates  of deposit  which are $33,000 in excess of Federally  insured
     amounts.


                                      F-13

<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements of Section 13 of the Securities  Exchange Act
of 1934, the  Registration has duly caused this Report to be signed on April 15,
1998 on its behalf by the undersigned, thereto duly authorized.




                                             LEADVILLE CORPORATION


 Date:  April 15, 1998                     By   /s/  John H. Gasper
                                                --------------------------------
                                                John H. Gasper
                                                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 date indicated.




Dated:  April 15, 1998                     /s/  John H. Gasper
                                           -------------------------------------
                                           President and Chairman

Dated:  April 15, 1998                     /s/  Dr. Robert G. Risk
                                           -------------------------------------
                                           (1997 Chairman and Chief Executive
                                            Officer)

Dated:  April 15, 1998                     /s/  Lloyd L. Morain
                                           -------------------------------------
                                           Director

Dated:  April 15, 1998                     /s/  James Tiffany
                                           -------------------------------------
                                           Director

Dated:  April 15, 1998                     /s/  Scot B. Hutchins
                                           -------------------------------------
                                           CEO