UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB


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

     For Quarterly period ended March 31,1998
                                -------------

     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)                      (IRS Employer Identification No.)

2851 S. PARKER ROAD, SUITE 610, AURORA, COLORADO         80014
------------------------------------------------         -----
    (Address of Principal Executive Office)           (Zip Code)

                                 (303) 671-9792
                            -------------------------
                           (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 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


                                   10,502,065
                   ------------------------------------------
                   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


                                                        Page
                                                        ----

PART I - FINANCIAL INFORMATION

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
                                  March 31,1998
                                   (Unaudited)

                                                    March 31,      December 31,
                                                      1998             1997
                                                  ------------     ------------

ASSETS

  CURRENT ASSETS

    Cash                                           $   114,878      $     9,182

    Prepaid expenses and other                          14,671           12,089
                                                   -----------      -----------

      Total current assets                             129,549           21,271
                                                   -----------      -----------

PROPERTY AND EQUIPMENT, at cost (Note 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                                (2,887,256)      (2,870,514)
                                                   -----------      -----------

                                                     6,648,891        6,665,633

OTHER ASSETS:

  Investments - certificates of deposit                133,000          133,000
  Inventories                                          306,664          317,989
                                                   -----------      -----------

                                                       439,664          450,989
                                                   -----------      -----------

                                                   $ 7,218,104      $ 7,137,893
                                                   ===========      ===========






                                       -3-

<PAGE>


                              LEADVILLE CORPORATION
                           Balance Sheets (continued)
                                  March 31,1998
                                   (Unaudited)

                                                    March 31,      December 31,
                                                      1998             1997
                                                  ------------     ------------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Related parties: (Note 4)
    Convertible debentures                        $    440,000     $    440,000
    Notes payable, stockholders                      1,406,037        1,265,037
    Accrued interest payable                         3,668,758        3,529,363
    Due to officers and directors                       66,491           31,522
  Notes payable-other (Note 4)                          49,000           49,000
  Accounts payable                                      52,992           44,538
  Accrued Expenses                                     195,678          177,403
                                                  ------------     ------------

      Total current liabilities                      5,878,956        5,527,863
                                                  ------------     ------------


SETTLEMENT OF LITIGATION (Note 5)                       90,000           90,000


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


COMMITMENTS AND CONTINGENCIES (Note 5)

STOCKHOLDERS' EQUITY
  Capital stock, par value $1 per share;
   authorized 15,000,000 shares; issued
   and outstanding March 31, 1998 and
   December 31, 1997, 10,502,065
   and 10,202,065                                   10,502,065       10,202,065
  Additional paid-in capital                         8,332,482        8,407,482
                                                  ------------     ------------
                                                    18,834,547       18,609,547
  Accumulated deficit                              (17,585,399)     (17,089,517)
                                                  ------------     ------------

       Total stockholders' equity (Note 8)           1,249,148        1,520,030
                                                  ------------     ------------

                                                  $  7,218,104     $  7,137,893
                                                  ============     ============







See Notes to Financial Statements.





                                      -4-
<PAGE>

                              LEADVILLE CORPORATION

                               STATEMENTS OF OPERATIONS
                     Three months ended March 31, 1998 and 1997
                                     (Unaudited)

                                                        Three months
                                                        ended March 31,
                                                -------------------------------
                                                    1998               1997
                                                ------------       ------------

  Operating revenue                             $       --         $       --
                                                ------------       ------------


  Operating costs and expenses:
    General and administrative                       339,371             67,184
    Depreciation                                      16,742             16,992
                                                ------------       ------------

      Total operating expenses                       356,113             84,106
                                                ------------       ------------

      Operating loss                                (356,113)           (84,106)
                                                ------------       ------------

  Financial income and expense:
    Debt settlement                                     --               (7,470)
    Interest income                                    2,019              1,756
    Interest expense                                (141,788)          (104,679)
                                                ------------       ------------
Total financial income
     (expense)                                      (139,769)          (110,393)
                                                ------------       ------------


     Net loss                                   $   (495,882)      $   (194,499)
                                                ============       ============

  Net loss per capital
    share                                       $       (.05)      $       (.02)
                                                ============       ============


    Weighted average number of
      capital shares outstanding
      (total shares)                              10,222,065          9,824,325
                                                ============       ============






   See Notes to Financial Statements.






                                       -5-


<PAGE>
<TABLE>
<CAPTION>

                                              LEADVILLE CORPORATION
                                        STATEMENTS OF STOCKHOLDERS' EQUITY
                                        Three months ended March 31, 1998
                                                   (Unaudited)


                                         March 31, 1998                           December 31, 1997
                                ----------------------------------           ----------------------------

                                 Shares                   Amount               Shares          Amount
                                 ------                   ------               ------          ------

<S>                             <C>                   <C>                    <C>              <C>            
Capital Stock                   10,502,065            $ 10,502,065           10,202,065     $  10,202,065    

Additional
  Paid-In Capital                                        8,332,482                              8,407,482

Accumulated deficit,
  December 31, 1997                                    (17,089,517)                           (17,089,517)
                                                      ------------                           ------------

                                                         1,745,030                           $  1,520,030
                                                                                             ============

Net Loss,
  March 31, 1998                                          (495,882)
                                                      ------------
              
                                                      $  1,249,148
                                                      ============









See Notes to Financial Statements.







                                                        - 6 -
</TABLE>

<PAGE>


                              LEADVILLE CORPORATION

                             STATEMENTS OF CASH FLOWS
                     Three months ended March 31, 1998 and 1997


                                                          1998           1997
                                                       ----------     ---------

CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                           $(495,882)     $(194,499)
    Adjustments to reconcile net loss
      to net cash provided by (used) in
      operating activities:
        Depreciation                                      16,742         16,992
        Stock issued for services                        225,000           --
        Change in assets and liabilities:
          (Increase) decrease in:
            Prepaid expenses                              (2,582)         2,524
          Increase (decrease) in:
            Accounts payable                               8,454        (38,384)
            Accrued expenses                              18,275        (44,011)
            Officer payables                              34,969         (3,174)
            Accrued interest                             139,395        112,212
            Capital lease obligations                       --           13,554
                                                       ---------      ---------

         Net cash provided by (used
            in) operating activities                     (44,304)      (123,461)
                                                       ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowing, related parties                 150,000           --

          Net cash provided by financing
           activities                                    150,000           --
                                                       ---------      ---------

          Increase (decrease) in cash and
            cash equivalents                            (105,696)      (123,461)

Cash and cash equivalents:
  Beginning                                                9,182        146,340
                                                       ---------      ---------

  Ending                                               $ 114,878      $  22,879
                                                       =========      =========

SUPPLEMENTAL DISCLOSURES OF NON-CASH
    INVESTING AND FINANCING ACTIVITIES:
      Capital stock issued for
        Conversion of notes payable,
        interest and expenses                          $    --        $  28,962
                                                       =========      =========




    See Notes to Financial Statements.


                                      -7-

<PAGE>
                              LEADVILLE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  March 31,1998

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  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 twenty years.

Accounts  Receivable - The United States  Environmental  Protection Agency (EPA)
has  acknowledged the receipt of soil and rock materials from two of Leadville'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.  The Company  believes that, at a minimum,  the transfer of soil and
rock  materials  has  satisfied  the minimum cash payment  obligation  under the
consent decree.

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 March 31, 1998, 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 March
31, 1998 has a working capital  deficiency of  approximately  $5,750,000,  which
includes  approximately  $5,581,000 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 March 31,  1998 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  March  31,   1998,   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,  copper,  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 $5,000
reclamation bond for the site.

Since  May of 1987 and  continuing  into  1998,  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 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 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.

                                      -9-

<PAGE>

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

The notes payable are summarized as follows:

                                                    March 31,       December 31,
                                                      1998              1997
                                                    ---------       ------------
Notes payable, at 18%, to stockholder,
due December 1998, 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, 1998                                  $ 539,000         $  389,000
                                                   =========         ==========

Notes payable-other, at 10% due
dates ranging to
December 31, 1998.                                 $   9,000         $   49,000
                                                   =========         ==========
    
The above notes payable are  convertible  to the Company's  capital stock at the
option of note  holders at  conversion  prices of $.80 to $1.00 per share during
the term of the notes.

The convertible debentures are summarized as follows:

                                                       March 31,    December 31,
                                                         1998          1997
                                                       --------     ------------
10% convertible debentures,
interest and principal due December 1998,
convertible  to the  Company's  Capital
Stock at the  option  of the  debenture
holders at a conversion price of $1 per
share, collateralized by mining properties.            $440,000       $440,000
                                                       ========       ========
                      
Of the $440,000,  $340,000 is due to  stockholders.  During 1996 and early 1997,
the Company secured extended due dates for the debentures to December 31, 1998.

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

Environmental Litigation - 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  were  liable  under  the   Comprehensive   Environmental   Response,
Compensation  and Liability  Act of 1980 (CERCLA) in connection  with mining and
property  ownership  positions  in the  California  Gulch  Superfund  Site  near
Leadville, 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 1-5,
$15,000 for years 6-10, and $25,000 for years 11-15. The Company's management is
continuing efforts to ultimately have its properties severed from Superfund Site
designation. As noted in Note 1 above, as of March 31, 1998, the Company has not
reached  an  agreement  with  the  EPA  as to  the  value  of  compensation  for
Leadville's  soil and rock materials  used by the EPA to date. As a result,  the
Company has  conservatively  estimated  its potential  current  liability to the
United States under the consent decree, including interest, at $90,000.

Recent  discussions  with  the  EPA  relative  to  de-listing  some  or  all  of
Leadville'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.

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.  Leadville  has filed a
counter-claim  against the plaintiff for approximately  $185,000 relating to the
same  contract.  No action  has  occurred  in the case  since 1993 and the Court
ordered a status  report on the issues by August 1996.  Since August of 1996, no
further action has occurred in this case.

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 March 31, 1998.

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
$5,879,000  at  March  31,  1998.  Substantially  all of  that  indebtedness  is
convertible in the Company's Capital Stock at a price of $1.00 per share.

As of March 31, 1998,  the Company owes its President  accrued  compensation  of
approximately  $48,000 for  compensation,  including  an office,  equipment  and
management allowance of approximately $2,000 per month. In addition, the Company
owes its CEO accrued  compensation of  approximately  $18,625 for  compensation,
including an office,  equipment and management allowance of approximately $2,000
per month.

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 March 31, 1998, the Company owed the firm  approximately  $2,000
for accrued fees and expenses.

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

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 expire from 1998 through 2012.

                                      -11-

<PAGE>



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

During the quarter ended March 31, 1998,  no notes  payable or accrued  interest
were converted to restricted  capital stock.  During the quarter ended March 31,
1998,  the Company issued certain  officers for  compensation  300,000 shares of
restricted common stock valued at $225,000.

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,  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 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  $33,000  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.

In February 1998, the Company  expanded its management team with the appointment
of Scot B. Hutchins,  Esq. as CEO. Mr.  Hutchins is an attorney  specializing in
antitrust  law and  economics  in the area of  mergers,  acquisitions  and joint
ventures.  For the past eleven  years,  Mr.  Hutchins has been  associated  with
Skadden,  Arps,  Slate,  Meagher & Flom,  LLP,  a large  international  law firm
representing  Fortune 500  companies.  Mr.  Hutchins has also served three years
with the U.S. Department of Justice. The majority of Mr. Hutchins'  compensation
from the Company is in the form of  restricted  common stock and stock  options,
and a significant portion of his compensation is based on performance.  In March
1998, Mr. Hutchins  provided the Company with a loan of $100,000 in return for a
note convertible into the Company's Common Stock.

The Company earned no operating  revenues  during 1996 and 1997 and incurred net
losses in those years of $633,057 and $1,106,663, respectively.  Management does
not  anticipate  that any operating  revenues will be generated  during the year
1998. 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,
copper  lead and zinc all  present in the ores.  In order to achieve  production
from the Diamond  property,  the Company must secure  significant  financing for
debt   reduction,   further  mine   development  and   re-establishing   milling
capabilities.

Leadville is severely undercapitalized.  As of March 31, 1998, the Company has a
working  capital  deficit of $5,879,000  and minimal  operating  cash.  With the
exception of the $500,000 in proceeds  received in 1996 from  issuance of stock,
substantially  all of  Leadville'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 1998 will be met from  existing  cash
resources and short-term borrowings until significant financing can be secured.

In 1997 and in the first three  months of 1998,  the  Company  used cash to meet
general,  administrative  and property  obligations.  In addition,  certain long
standing past due obligations  were settled on terms favorable to Leadville.  No
capital expenditures were made during the first three months of 1998.

The Company's  certificates of deposit,  in the amount of $133,000,  are held as
mining  reclamation  bonds and  classified as long term assets.  The Company has
received notice that the State of Colorado is considering lowering the Company's
bond amounts. Discussions with the State relative to these issues are ongoing.

In order for  Leadville  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.  Management  is seeking to resume  discussions  with  several
mining companies that previously expressed interest in the  Diamond-Resurrection
or Sherman-Hilltop Mine properties. It is management's assessment that financing
will be difficult to obtain until the  California  Gulch  Superfund site cleanup
issues  are more  clearly  defined.  While the EPA Court  action  involving  the
Leadville Mining District,  for all practical purposes,  eliminated  Leadville's

                                    -13-

<PAGE>


ability to obtain  significant  outside  financing  over the past several years,
management  believes that the  litigation  has been resolved to a point where it
should no longer  significantly  impede  the  ability  of the  Company to secure
financing from outside parties.

During  1998,  management  will  continue  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 Leadville will
be successful in securing financing.

The Company continues to incur significant  interest charges associated with the
outstanding notes and debentures payable. Management believes that a substantial
amount of the note,  debenture and associated accrued interest  obligations will
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 $1.00 per  share.  Substantially  all  holders of the
notes and debentures payable are stockholders of the Company.

Leadville  intends to use the  proceeds  from  significant  financing  to settle
existing  obligations,  to finance a development program and to begin production
from the Diamond-Resurrection  Mine. The objective of the development program is
to restart  mining  operations  and to fund an  exploration  program from mining
revenues in order to identify  reserves in addition to the 700,000  tons already
identified at the  Diamond-Resurrection  Mine. In  anticipation  of settling the
environmental   litigation,    Leadville   completed   four   studies   of   the
Diamond-Resurrection Mine property during 1992, 1993, 1996 and 1997. The studies
included verification of known  mineralization,  evaluation of mine development,
and surface  geo-physics  intended to indicate  potential  exploration  targets.
Conclusions  of  these  studies  are very  encouraging  and  provide  additional
evidence 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  acquire  surface  plant  and  underground   equipment.
Realizing operating revenues from the 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.  The Company's Board of Directors
added an  additional  member and is in the  process of  expanding  its number of
members beyond four.















                                      -14-

<PAGE>


PART II

ITEM 1.   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.

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 original terms of the consent decree, a
total of $250,000 was 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.  Leadville  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 Leadville's properties.

Leadville's  management is continuing efforts to sever the Company's  properties
from Superfund site designation. In August 1997, Leadville submitted a report to
the EPA which focuses on controlling  water quality in the Yak drainage  tunnel.
The report,  which was required by the EPA to begin the de-listing  process,  is
currently under review.


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,  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.

Leadville  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 1998.
     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:     May 15,  1998
          --------------



























                                     - 17 -