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 September 30, 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)                    (I.R.S. 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  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

                                   10,505,065
                   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


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
                               September 30, 1998
                                   (Unaudited)


                                                  September 30,     December 31,
                                                       1998             1997
                                                   -----------      -----------

ASSETS

CURRENT ASSETS
   Cash                                            $    20,312      $     9,182
   Prepaid expenses and other                            3,373           12,089
                                                   -----------      -----------

        Total current assets                            23,685           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                                 (2,921,240)      (2,870,514)
                                                   -----------      -----------

                                                     6,614,907        6,665,633
                                                   -----------      -----------

OTHER ASSETS:
 Investments - certificates of deposit                 113,737          133,000
 Inventories                                           284,014          317,989
                                                   -----------      -----------

                                                       397,751          450,989
                                                   -----------      -----------

                                                   $ 7,036,343      $ 7,137,893
                                                   ===========      ===========

                                  -3-


<PAGE>

                                                   September 30,   December 31, 
                                                      1998             1997
                                                   ------------    ------------

LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
  Related parties: (Note 4)
    Convertible debentures                         $    440,000    $    440,000
    Notes payable, stockholders                       1,366,037       1,256,037
    Accrued interest payable                          4,038,524       3,529,363
    Due to officers and directors                       169,955          31,522
  Notes payable-other (Note 4)                           49,000          49,000
  Accounts payable                                       40,313          44,538
  Accrued expenses                                      173,216         177,403
                                                   ------------    ------------

        Total current liabilities                     6,277,045       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 September 30,
    1998 and  December 31, 1997,
    10,505,065 and 10,202,065 shares                 10,505,065      10,202,065
  Additional paid-in capital                          8,332,482       8,407,482
                                                   ------------    ------------
                                                     18,837,547      18,609,547
  Accumulated deficit                               (18,168,249)    (17,089,517)
                                                   ------------    ------------

        Total stockholders' equity (Note 8)             669,298       1,520,030
                                                   ------------    ------------

                                                   $  7,036,343    $  7,137,893
                                                   ============    ============



                       See Notes to Financial Statements.

                                       -4-

<PAGE>
<TABLE>
<CAPTION>

                                                                                    Part I
                                                                                    ------
                                    LEADVILLE CORPORATION

                                  STATEMENTS OF OPERATIONS
                        Nine months ended September 30, 1998 and 1997
                                         (Unaudited)



                                        Three Months                    Nine Months
                                     ended September 30,            ended September 30,
                                ----------------------------    ---------------------------

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

<S>                             <C>             <C>             <C>             <C>       
Operating revenue               $       --      $       --      $       --      $       --
                                ------------    ------------    ------------    ------------


Operating costs and expenses:
 General and administrative           90,594         137,005         527,180         278,642
 Depreciation                         16,992          16,992          50,726          50,976
                                ------------    ------------    ------------    ------------

  Total operating expenses           107,586         153,997         577,906         329,618
                                ------------    ------------    ------------    ------------

  Operating loss                    (107,586)       (153,997)       (577,960)       (329,618)
                                ------------    ------------    ------------    ------------

Financial income and expense:
 Debt settlement                        --              --              --            (7,470)
 Interest income                       1,687           2,158           5,693           5,804
 Other Income                           --             1,025            --             1,025
 Interest expense                   (182,938)       (111,506)       (506,519)       (323,483)
                                ------------    ------------    ------------    ------------


  Total financial income
   (expense)                        (181,251)       (108,323)       (500,826)       (324,124)
                                ------------    ------------    ------------    ------------


  Net loss                      $   (288,837)   $   (262,320)   $ (1,078,732)   $   (653,742)
                                ============    ============    ============    ============

Net loss per capital
 share                          $       (.03)   $       (.03)   $       (.10)   $       (.07)
                                ============    ============    ============    ============



 Weighted average number of
  capital shares outstanding
  (total shares)                  10,505,065       9,979,164      10,504,065       9,929,313
                                ============    ============    ============    ============


                             See Notes to Financial Statements.


                                             -5-

</TABLE>

<PAGE>

                              LEADVILLE CORPORATION

                       STATEMENTS OF STOCKHOLDERS' EQUITY
                        Nine Months ended September 30, 1998
                                   (Unaudited)




                             September 30, 1998           December 31, 1997
                         --------------------------   -------------------------

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

Capital Stock            10,505,065    $ 10,505,065   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)
                                       ------------                ------------

                                          1,748,030                $  1,520,030
                                                                   ============

Net Loss,
 September 30, 1998                      (1,078,732)
                                       ------------

                                       $    669,298
                                       ============



                       See Notes to Financial Statements.

                                      -6-


<PAGE>


                              LEADVILLE CORPORATION

                            STATEMENTS OF CASH FLOWS
                  Nine Months Ended September 30, 1998 and 1997



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

CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                         $(1,078,732)    $  (653,742)
   Adjustments to reconcile net loss
   to net cash provided by (used) in
   operating activities:
     Depreciation                                        50,726          50,976
     Stock issued for officer compensation              225,000            --
     Loss on debt settlements:                             --             7,470
     Change in assets and liabilities:
       (Increase) decrease in:
          Prepaid expenses                                8,716          (6,179)
          Investments-CDs                                19,263            --
          Inventories                                    33,975          33,975
        Increase (decrease) in:
          Accounts payable                               (1,225)        (19,065)
          Accrued expenses                                4,187          (3,707)
          Officer payables                              138,433         (18,450)
          Accrued interest                              509,161         305,093
          Capital lease obligations                        --            40,662
                                                    -----------     -----------

        Net cash provided by (used
          in) operating activities                      (98,870)       (226,067)
                                                    -----------     -----------


CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from borrowing, related party               150,000         121,500
   Repayment of note principal                          (40,000)           --
                                                    -----------     -----------

         Net cash provided by financing
          activities                                    110,000         121,500
                                                    -----------     -----------

         Increase (decrease) in cash and
          cash equivalents                               11,130        (104,567)

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

  Ending                                            $    20,312     $    41,773
                                                    ===========     ===========

SUPPLEMENTAL DISCLOSURES OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES:
       Capital stock issued for
        forgiveness of accounts payable
        and interest                                $     3,000     $   168,172
                                                    ===========     ===========

                       See Notes to Financial Statements.


                                       -7-


<PAGE>

                              LEADVILLE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                September 30,1998

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 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.

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  September  30, 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  September  30,  1998  has a  working  capital  deficiency  of  approximately
$6,253,400,  which includes approximately $6,014,500 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 September 30, 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  September  30,  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, 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  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 current 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 $91,600, 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 has used 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.

                                                                    
                                      -9-
<PAGE>


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

The notes payable are summarized as follows:
                                                     September 30,  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                                      $499,000       $389,000
                                                       ========       ========

Notes payable-other, at 10% due
dates ranging to
December 31, 1998                                      $ 49,000       $ 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:

                                                    September 30,   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 1997 and early 1998,
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 ultimately to have its properties severed from Superfund Site
designation.  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 EPA relative to de-listing  some or all of Leadville's
properties from Superfund  designation have been very favorable,  as the EPA has
designated  minimal work associated with the  Diamond-Resurrection  property and
the Stringtown Mill site.

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.  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 September 30, 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
$6,014,500  at September 30, 1998.  Substantially  all of that  indebtedness  is
convertible in the Company's Capital Stock at a price of $1.00 per share.

As of September 30, 1998, the Company owes its President accrued compensation of
approximately  $109,500  and  its  CEO  accrued  compensation  of  approximately
$37,500.

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 September 30, 1998, the Company owed the firm approximately $700
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  September  30,  1998,  no notes  payable or 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  $13,000  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.

The Company received 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, 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.

Leadville is severely  undercapitalized.  As of September  30, the Company has a
working  capital  deficit of $6,253,400  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  nine  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 nine months of 1998.

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  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.  During 1998,  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
Leadville 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 $1.00 per  share.  Substantially  all  holders of the
notes payable and debentures are stockholders of the Company.


                                      -13-


<PAGE>


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 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 eleven years
include  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  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,  Leadville 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, 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,  has
received preliminary approval.


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  second 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:  November 14,  1998
      -------------------------


                                      -17-