UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-QSB

Quarterly  Report under  Section 13 or 15(d) of the  Securities  Exchange Act of
1934 For Quarterly period ended June 30, 1999

Transaction  report  under  Section  13 or  15(d)  of the  Exchange  Act For the
transition period from ____________ to ____________

Commission file number 0-1519

                              LEADVILLE CORPORATION
                              ---------------------
             (Exact Name or Registrant as Specified in its Charter)

        COLORADO                                         84-0388216
        --------                                         ----------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

7002 Graham Road, Suite 106, Indianapolis, Indiana          46220
--------------------------------------------------          -----
    (Address of Principal Executive Office)               (Zip Code)

                                 (317) 596-0735
                                 --------------
                          (Issuer's telephone number)

                                       N/A
                                       ---
   (Former name, address and former fiscal year, if changed since last report)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13  reports  required  to be filed  by  Section  13 or  15(d) of the  Securities
Exchange Act 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 such
filing requirements for the past 90 days. Yes X No


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes   No


                      APPLICABLE ONLY TO CORPORATE ISSUERS

                                   10,927,063
                                   ----------
                   State the number of Shares of the issuer's
                       classes of common equity, as of the
                            latest practicable date:


           Transitional Small Business Disclosure Format (Check one):
                                    Yes No X


<PAGE>


                              LEADVILLE CORPORATION
                          INDEX TO FINANCIAL STATEMENTS
                          AND SUPPLEMENTARY INFORMATION





PART I - FINANCIAL INFORMATION                                            Page

FINANCIAL STATEMENTS

         Balance sheets                                                   3 - 4
         Statements of operations                                           5
         Statements of stockholders' equity                                 6
         Statements of cash flows                                           7
         Notes to financial statements                                    8 - 12

PLAN OF OPERATION                                                        13 - 14


PART II - OTHER INFORMATION

         Legal proceedings                                                  15
         Exhibits and reports on Form 8-K                                   16




                                       -2-
<PAGE>



PART I
ITEM 1. FINANCIAL STATEMENTS
----------------------------

                              LEADVILLE CORPORATION

                                 Balance Sheets
                                  June 30, 1999
                                   (Unaudited)

                                                      June 30,      December 31,
                                                        1999            1998
                                                    -----------     -----------
ASSETS

CURRENT ASSETS
   Cash                                             $    10,633     $      --
   Prepaid expenses and other                            13,903           9,279
                                                    -----------     -----------

        Total current assets                             24,536           9,279
                                                    -----------     -----------



PROPERTY AND EQUIPMENT, at cost
 (Notes 2 and 3)
   Mining properties, including assets
     acquired under capital leases                    7,356,979       7,356,979
   Buildings and equipment:
     Mine, including assets acquired
      under capital leases                            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 including amortization
      applicable to assets acquired under
      capital leases                                 (2,972,216)     (2,938,232)
                                                    -----------     -----------

                                                      6,563,931       6,597,915
                                                    -----------     -----------

OTHER ASSETS:
 Investments - certificates of deposit                  104,265         104,265
 Inventories                                            250,039         272,689
                                                    -----------     -----------

                                                        354,304         376,954
                                                    -----------     -----------

                                                    $ 6,942,771     $ 6,984,148
                                                    ===========     ===========

                                       -3-

<PAGE>


                                                     June 30,       December 31,
                                                       1999            1998
                                                   ------------    ------------

LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
  Related parties: (Note 4)
    Convertible debentures (Note 3)                $    440,000    $    440,000
    Notes payable, stockholders (Note 3)              1,365,537       1,311,037
    Accrued interest payable                          4,447,213       4,108,625
    Accrued salaries due officers                       285,500         184,000
    Due to officers and directors                        63,332          36,203
  Notes payable-other                                   119,000         119,000
  Accounts payable                                       40,659          41,852
  Accrued expenses                                      194,562         198,517
                                                   ------------    ------------

        Total current liabilities                     6,955,803       6,439,234
                                                   ------------    ------------


SETTLEMENT OF LITIGATION (Note 3)                        65,000          65,000


LONG-TERM DEBT:
  Related parties                                          --              --
  Other                                                    --              --


COMMITMENTS AND CONTINGENCIES (Note 3)



STOCKHOLDERS' EQUITY
  Capital stock, par value $1 per share;
    authorized 15,000,000 shares; issued and
    outstanding June 30, 1999 and
    December 31, 1998, 10,927,063 and 10,505,065
    shares, respectively                             10,927,063      10,505,065
  Additional paid-in capital                          8,082,482       8,332,482
                                                   ------------    ------------
                                                     19,009,545      18,837,547
  Accumulated deficit                               (19,087,577)    (18,357,633)
                                                   ------------    ------------

        Total stockholders' equity                      (78,032)        479,914
                                                   ------------    ------------

                                                   $  6,942,771    $  6,984,148
                                                   ============    ============


See Notes to Financial Statements.

                                       -4-
<PAGE>
<TABLE>
<CAPTION>
                                                                                     Part I
                                    LEADVILLE CORPORATION

                                  STATEMENTS OF OPERATIONS
                           Six Months Ended June 30, 1999 and 1998
                                         (Unaudited)


                                        Three Months                     Six Months
                                       ended June 30,                  ended June 30,
                                    --------------------            --------------------
                                    1999            1998            1999            1998
                                    ----            ----            ----            ----
<S>                             <C>             <C>             <C>             <C>
Operating revenue               $       --      $       --      $       --      $       --
                                ------------    ------------    ------------    ------------

Operating costs and expenses:
 General and administrative          127,866          97,215         375,280         436,586
 Depreciation                         16,992          16,992          33,984          33,734
                                ------------    ------------    ------------    ------------

 Total operating expenses            144,858         114,207         409,264         470,320
                                ------------    ------------    ------------    ------------

 Operating loss                     (144,858)       (114,207)       (409,264)       (470,320)
                                ------------    ------------    ------------    ------------

Financial income and expense:
 Other income                           --              --               378            --
 Interest income                       1,306           1,987           4,194           4,006
 Interest expense                   (171,811)       (181,793)       (325,252)       (323,581)
                                ------------    ------------    ------------    ------------


 Total financial income
 (expense)                          (170,505)       (179,806)       (320,680)       (319,575)
                                ------------    ------------    ------------    ------------


Net loss                        $   (315,363)   $   (294,013)   $   (729,944)   $   (789,895)
                                ============    ============    ============    ============

Net loss per capital
share                           $       (.03)   $       (.03)   $       (.07)   $       (.08)
                                ============    ============    ============    ============



 Weighted average number of
 capital shares outstanding
 (total shares)                   10,919,327      10,505,065      10,903,396      10,503,565
                                ============    ============    ============    ============



See Notes to Financial Statements.


                                       -5-
</TABLE>
<PAGE>


                              LEADVILLE CORPORATION

                       STATEMENTS OF STOCKHOLDERS' EQUITY
                         Six Months Ended June 30, 1999
                                   (Unaudited)


                            June 30, 1999                 December 31, 1998
                     ---------------------------    ---------------------------
                       Shares          Amount          Shares         Amount
                       ------          ------          ------         ------

Capital Stock         10,927,063    $ 10,927,063      10,505,065   $ 10,505,065

Additional
 Paid-in Capital                       8,082,482                      8,332,482

Accumulated deficit,
 December 31, 1998                   (18,357,633)                   (18,357,633)
                                    ------------                   ------------

                                         651,912                   $    479,914
                                                                   ============

Net Loss,
 June 30, 1999                          (729,944)
                                    ------------

                                    $    (78,032)
                                    ============




See Notes to Financial Statements.

                                      - 6 -

<PAGE>


                              LEADVILLE CORPORATION

                            STATEMENTS OF CASH FLOWS
                     Six Months Ended June 30, 1999 and 1998


                                                         1999            1998
                                                       ---------      ---------

CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                            $(729,944)     $(789,895)
   Adjustments to reconcile net loss
   to net cash provided by (used) in
   operating activities:
     Depreciation                                         33,984         33,734
     Stock issued for officer compensation               150,000        225,000
     Change in assets and liabilities:
        (Increase) decrease in:
          Prepaid expenses                                (4,624)         5,467
          Investments-CDs                                   --           28,735
          Inventories                                     22,650         22,650
        Increase (decrease) in:
          Accounts payable                                (1,193)        (2,531)
          Accrued expenses                                (3,955)         1,476
          Officer payables                               128,629         94,728
          Accrued interest                               340,586        326,223
                                                       ---------      ---------

        Net cash provided by (used
          in) operating activities                       (63,867)       (54,413)
                                                       ---------      ---------


CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from borrowing, related party                 74,500        150,000
   Repayment of note principal                              --          (25,000)
                                                       ---------      ---------

         Net cash provided by financing
          activities                                      74,500        125,000
                                                       ---------      ---------

         Increase (decrease) in cash and
          cash equivalents                                10,633         70,587

Cash and cash equivalents:
  Beginning                                                 --            9,182
                                                       ---------      ---------

  Ending                                               $  10,633      $  79,769
                                                       =========      =========

SUPPLEMENTAL DISCLOSURES OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES:
   Capital stock issued for forgiveness
    of accounts payable, interest
    and officer compensation                           $ 171,998      $   3,000
                                                       =========      =========


See Notes to Financial Statements.

                                       -7-

<PAGE>

                              LEADVILLE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999

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

Nature of  Business -  Leadville  Corporation  (the  Company)  is engaged in the
development of hard rock mineral properties in Lake and Park Counties, Colorado.

Inventories - Inventories  are  stated at the lower of cost (average  method) or
market value.  Inventories  consist of operating and  maintenance  supplies.  In
1995, the Company began  amortizing the carrying value of inventory to recognize
a declining useful life and obsolescence.

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   expenditures   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 20 years.

Accounts  Receivable - The  EPA has  acknowledged  the  receipt of soil and rock
materials from two of the Company's  mining  properties.  Based on the Company's
assessment of fair market value, the Company has invoiced the EPA for $3,880,330
for the majority 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.

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 Income (Loss) Per Capital Share - The net income (loss) per capital share is
based on the weighted  average number of shares  outstanding  during the period.
Convertible  debt has not been  included  in the  computation  of fully  diluted
earnings per share because its effect would be anti-dilutive.

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. Subsequent to 1988, interest has
been expensed due to the suspension of  development  activities on the Company's
properties.

Use of  Estimates - The  preparation  of the  Company's  consolidated  financial
statements in conformity with generally accepted accounting  principles requires
the Company's  management  to make  estimates  and  assumptions  that affect the
amounts  reported in these  financial  statements and  accompanying  notes.  The
Company  makes  significant  assumptions  concerning  the  realizability  of its
investment in property and equipment,  and the ultimate  liabilities  associated
with asserted claims.  Management believes that the interim financial statements
include all adjustments  necessary in order to make the financial statements not
misleading.

                                     - 8 -
<PAGE>


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 June 30, 1999, the Company
has a significant  investment in non-producing  mining  properties,  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 June
30, 1999 has a working capital  deficiency of  approximately  $6,931,300,  which
includes  approximately  $6,571,900 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 June  30,  1999 or as of the date of this  report.  Past
litigation  concerning  environmental  matters 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.  Management is continuing to investigate
alternatives to raise additional  working capital which will be required to meet
current  and  future  obligations  without  additional  material  impact  to the
Company's financial position.

If the Company cannot successfully restructure its debt, 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 June 30, 1999, the Company owns two mining properties: the Sherman-Hilltop
Consolidation,    consisting    of    approximately    3,000   acres   and   the
Diamond-Resurrection Consolidation,  consisting of 1,180 acres. The Company also
owns the 340 acre Stringtown Mill Site which was a functioning  milling facility
in 1989 and is still permitted for this use.

Activity at the Diamond-Resurrection  property,  primarily a gold property along
with other metals including silver, lead and zinc in recoverable quantities, has
been suspended since 1989 due to insufficient  cash resources to finance further
exploration and development  work. The Company  maintains a $12,700  reclamation
bond for the site.

Since May of 1987 and  continuing  into 1999,  the  Company'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.  During 1985,  the Sherman Mine was placed in temporary  cessation  due to
suspension of mining  activities.  During 1995, the temporary  cessation  period
expired  and the  Company  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
$91,600, which relates to the Sherman and Stringtown Mill sites.

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

                                      - 9 -
<PAGE>


4. NOTES PAYABLE AND CONVERTIBLE DEBENTURES:
--------------------------------------------

The notes payable are summarized as follows:

                                                       June 30,     December 31,
                                                         1999           1998
                                                       --------       --------

Note payable, at 18%, to stockholder,
due October 1, 1999, collateralized
by mining properties                                   $867,037       $867,037
                                                       --------       --------

Notes payable, at 10% and 15%, to
stockholders and/or officers/
directors, due dates range to
December 31, 1999                                      $498,500       $444,000
                                                       ========       ========

Notes payable-other, at 10% due
dates ranging to
December 31, 1999                                      $119,000       $119,000
                                                       ========       ========


Each of the above notes payable is convertible into the Company's  capital stock
at the option of note  holder at a  conversion  price of $.80 or $1.00 per share
during  the term of the  note,  except  the note  payable  at 18% of which  only
$300,000 is so convertible.


The convertible debentures are summarized as follows:

                                                          June 30,  December 31,
                                                            1999        1998
                                                          --------    --------
10% convertible debentures,
interest and principal due through  December 1999,
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
                                                          ========    ========


Of the $440,000, $340,000 is due to stockholders.

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

Environmental Litigation - The Company was named as one of several defendants in
an certain legal actions  involving  environmental  matters.  The  plaintiffs in
these actions,  the State of Colorado and the Federal  Government,  alleged that
the  defendants  were liable  under the  Comprehensive  Environmental  Response,
Compensation  and Liability Act of 1980 ("CERCLA") in connection with mining and
property  ownership  positions in the approximately  11.5 square mile California
Gulch Superfund site in Lake County, Colorado.

                                     - 10 -
<PAGE>


While the Company and  litigation  counsel  believed  they had  substantial  and
meritorious  defenses  to the  claims  being  made,  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 original terms of the consent
decree, a total of $250,000 was 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 one
through  five,  $15,000  for years six  through  ten,  and  $25,000 for years 11
through 15. The Company  has  conservatively  estimated  its  potential  current
liability to the United States under the consent decree,  including interest, at
$203,484.

Contract Mining  Litigation - During March 1990, a subcontractor  of the Company
filed an action in Lake County District Court for  non-payment of  approximately
$35,000 for mining  services,  plus  associated  costs.  The Company has filed a
counter-claim  against the plaintiff for approximately  $185,000 relating to the
same  contract.  Other than a Court  ordered  status  report in August 1996,  no
action has occurred in the case since 1993.

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 June 30, 1999.

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

Certain officers, directors and stockholders have provided significant loans and
advanced  expenses to the Company in recent years.  The aggregate  indebtedness,
including  accrued  interest  and  other  payables,  amounted  to  approximately
$6,546,900  at  June  30,  1999.  Substantially  all  of  that  indebtedness  is
convertible into the Company's Capital Stock at a price of $1.00 per share.

As of June 30, 1999,  the Company owes its President  accrued  compensation  and
expenses of approximately $198,780 and its CEO accrued compensation and expenses
of approximately $136,750.

The Company leases office space on a month-to-month  basis from a former officer
for $125 per month.  This former  officer is a principal in an  accounting  firm
which performs bookkeeping, accounting and other administrative services for the
Company. As of June 30, 1999, the Company owed the firm approximately $1,000 for
accrued fees and expenses.

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

At  December  31,  1998,  the  Company  has  available  tax net  operating  loss
carryforwards  of  approximately  $9,575,000,  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 expire from 1999 through 2018.

                                     - 11 -

<PAGE>


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

During the quarter ended June 30, 1999,  approximately  $21,998 in notes payable
and accrued interest were converted to restricted capital stock.

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

The estimated fair values for financial  instruments  are determined at discreet
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,  and  convertible  debentures  approximate  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 risks (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 $4,265 in excess of federally insured amounts.




                                     - 12 -

<PAGE>


ITEM 2. PLAN OF OPERATION
-------------------------


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 "Plan of Operations"  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.

The Company received no operating revenues during 1997 and 1998 and incurred net
losses in those years of $1,106,663  and  $1,268,116,  respectively.  Management
does not  anticipate  that any operating  revenues will be generated  during the
year 1999.  The  Company's  most  viable  prospect  for  generating  income from
operations is by achieving production at the Diamond-Resurrection  property. The
property  should be primarily a gold producer,  with  significant  quantities of
silver,  lead and zinc all present in the ores.  In order to achieve  production
from the  Diamond-Resurrection  property,  the Company  must secure  significant
financing   for  debt   reduction,   for   furthering   mine   development   and
re-establishing milling capabilities, and for working capital.

The Company is severely undercapitalized. As of June 30, 1999, the Company has a
working  capital  deficit of $6,931,300  and minimal  operating  cash.  With the
exception of the $500,000 in proceeds  received in 1996 from  issuance of stock,
substantially  all of the  Company's  cash needs have been met by loans from the
Company's  officers  and  directors  and by  proceeds  from  short  term  notes.
Management  is hopeful that cash needs for 1999 will be met from  existing  cash
resources and short-term borrowings until significant financing can be secured.

In 1998 and in the first three  months of 1999,  the  Company  used cash to meet
general,  administrative and property obligations.  No capital expenditures were
made during the first three months of 1999.

The Company's  certificates of deposit,  in the amount of $104,265,  are held as
mining reclamation bonds and classified as long term assets.

In order for the Company to continue as a going  concern and re-start its mining
operations,  a  significant  amount of capital from sources  outside the Company
will be required.  During 1999,  management is continuing its efforts to develop
business and operational plans and obtain financing for the Company's properties
through  joint-venture  or cash  investment.  No assurance can be given that the
Company will be successful in securing financing.

The Company continues to incur significant  interest charges associated with the
outstanding notes payable and debentures. Management believes that a substantial
amount of the note,  debenture and associated accrued interest obligations could
ultimately  be converted to Capital  Stock by the holders.  The holders of these
instruments have the right to convert  principal and accrued interest to Capital
Stock at prices of $.80 to $3.00 per  share.  Substantially  all  holders of the
notes payable and debentures are stockholders of the Company.

                                      -13-
<PAGE>


The Company  intends to use the  proceeds  from  significant  financing  to meet
existing  obligations  as needed,  to finance a  development  program,  to begin
production  from the  Diamond-Resurrection  Mine and to evaluate other potential
sources of revenue for the Company.  The objective of the development program is
to re-start  mining  operations and to fund an  exploration  program from mining
revenues  in order to identify  potential  reserves in addition to the more than
800,000  tons  already  identified  at the Diamond  Resurrection  Mine.  Studies
completed  on the  Diamond-Resurrection  Mine  property  over  the past 12 years
include  verification of known  mineralization,  evaluation of mine development,
and  surface  geo-physical  investigations.   These  studies  suggest  that  the
Diamond-Resurrection  property may hold significant deposits of gold, silver and
base metals.

Full  production  at the  Diamond-Resurrection  Mine will require a  significant
capital  expenditure to refurbish  and/or acquire  surface plant and underground
equipment.   Realizing   operating  revenues  from   Diamond-Resurrection   Mine
production will require that the Company  re-establish  milling  capabilities at
the Stringtown Mill site, construct a new milling facility or make other milling
arrangements.  No significant  capital  expenditures  are anticipated to be made
until such time as the Company secures significant financing or participation on
the  Diamond-Resurrection  Mine properties.  Management does not anticipate that
there will be any significant change in the number of Company  employees,  until
such time as significant financing can be obtained.




                                      -14-
<PAGE>



PART II

ITEM 1. LEGAL PROCEEDINGS
-------------------------


UNITED STATES (ENVIRONMENTAL PROTECTION AGENCY)

In 1983, the Company was named as one of several defendants in an action (United
States of America  vs.  Apache  Energy and  Mineral  Company,  et al) 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,  the Company 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,  the Company  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,  the Company  attempted to negotiate a settlement  of its
alleged liability to the United States. Management believed that financing might
be  obtained by the  Company if the claims  asserted  by the United  States were
settled and the financial exposure limited.

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 original terms of the consent decree, a
total of $250,000 was 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 one through five,
$15,000  for years six  through  ten and  $25,000  for years 11 through  15. The
Company has made no payments to the United States pending  negotiations with the
EPA  concerning  the EPA's use of and  compensation  for soil and rock materials
from the Company's properties.

COWIN & COMPANY, INC.

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

The Company  counter-claimed for damages resulting from improper construction of
the Diamond Mine shaft and damages resulting from Cowin & Company  activities at
the site.  Since no action had been taken in the case since  October  1993,  the
Court  ordered a Status  Report be filed on the matter by August 30,  1996.  The
status report was filed with the Court,  however,  no action has occurred  since
then.


                                      -15-
<PAGE>


ITEM 6. 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.

(b)  Reports on Form 8-K filed during the  Registrant's  first  quarter of 1999.
     NONE

                                     - 16 -
<PAGE>


SIGNATURES
----------


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


LEADVILLE CORPORATION
---------------------
(Registrant)



/s/ JOHN H. GASPER
------------------
John H. Gasper, President





Dated: August 16, 1999
----------------------



                                     - 17 -