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, 1997  

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 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

                                    9,979,164
                      ------------------------------------
              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 - 16
     Exhibits and reports on Form 8-K                     17

                                       -2-

<PAGE>


PART I

  ITEM 1. FINANCIAL STATEMENTS
  ----------------------------

                              LEADVILLE CORPORATION

                                 Balance Sheets
                               September 30, 1997
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                  September 30,     December 31,
                                                      1997              1996
                                                  ------------      ------------
<S>                                              <C>                <C>
     ASSETS

     CURRENT ASSETS

        Cash                                      $     41,773       $   146,340
        Prepaid expenses and other                      14,013             7,834
                                                    ----------        ----------


           Total current assets                         55,786           154,174
                                                    ----------        ----------


     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                            (2,853,772)       (2,802,796)
                                                    ----------        ----------

                                                     6,682,375         6,733,351
                                                    ----------        ----------

     OTHER ASSETS:
      Investments - certificates of deposit            133,000           133,000
      Inventories                                      329,314           363,289
                                                    ----------        ----------

                                                       462,314           496,289
                                                    ----------        ----------

                                                  $  7,200,475      $  7,383,814
                                                    ==========        ==========
</TABLE>

                                            -3-

<PAGE>

<TABLE>
<CAPTION>

                                                   September 30,      December 31,
                                                       1997               1996
                                                   ------------       -----------


<S>                                               <C>              <C>
     LIABILITIES AND STOCKHOLDERS' EQUITY


     CURRENT LIABILITIES
       Related parties: (Note 5)
         Convertible debentures (Note 3)            $    440,000     $    440,000
         Notes payable, stockholders (Note 3)            400,500          368,000
         Accrued interest payable                      3,444,246        3,160,482
         Due to officers and directors                     4,426           10,276
       Notes payable-other                                55,000           55,000
       Accounts payable                                   66,579          106,017
       Accrued expenses                                   85,472           89,179
       Capital lease obligations (Note 4)                836,702          796,040
                                                      ----------       ----------

             Total current liabilities                 5,332,925        5,024,994
                                                      ----------       ----------


     SETTLEMENT OF LITIGATION (Note 4)                    80,000           80,000


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


     COMMITMENTS AND CONTINGENCIES (Note 4)



     STOCKHOLDERS' EQUITY
        Capital stock,  par value $1 per share;
         authorized  15,000,000  shares; issued
         and  outstanding  September  30,  1997
         and  December  31,  1996, 9,979,164
         and 9,810,992 shares                          9,979,164        9,810,992
        Additional paid-in capital                     8,444,982        8,450,682
                                                      ----------       ----------
                                                      18,424,146       18,261,674
       Accumulated deficit                           (16,636,596)     (15,982,854)
                                                      ----------       ---------- 

             Total stockholders' equity                1,787,550        2,278,820
                                                      ----------       ----------

                                                    $  7,200,475     $  7,383,814
                                                      ==========       ==========
</TABLE>

     See Notes to Financial Statements and Accountant's Compilation Report.

                                       -4-

<PAGE>


                                                                          Part I
                              LEADVILLE CORPORATION

                            STATEMENTS OF OPERATIONS
                  Nine months ended September 30, 1997 and 1996
                                   (Unaudited)

                                        Three months           Nine months
                                     ended September 30,   ended September 30,
                                     -------------------   -------------------

                                       1997       1996       1997       1996
                                       ----       ----       ----       ----

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


  Operating costs and expenses:
   General and administrative         137,005     84,089    278,642    169,504
   Depreciation                        16,992        751     50,976     17,243
                                     --------   --------   --------   --------

    Total operating expenses          153,997     84,840    329,618    186,747
                                     --------   --------   --------   --------

    Operating loss                   (153,997)   (84,840)  (329,618)  (186,747)
                                     --------   --------   --------   --------

  Financial income and expense:
   Debt settlement                       -          -        (7,470)      -
   Interest income                      2,158      1,597      5,804      4,422
   Other income                         1,025        315      1,025      1,515
   Interest expense                  (111,506)   (94,704)  (323,483)  (319,514)
                                     --------   --------   --------   --------

    Total financial income
     (expense)                       (108,323)   (92,792)  (324,124)  (313,577)
                                     --------   --------   --------   --------


    Net loss                        $(262,320) $(177,632) $(653,742) $(500,324)
                                     ========   ========   ========   ========

  Net loss per capital
   share                            $    (.03) $    (.02) $    (.07) $    (.05)
                                     ========   ========   ========   ========


   Weighted average number of
    capital shares outstanding
    (total shares)                  9,979,164  9,555,352  9,929,313  9,115,499
                                    =========  =========  =========  =========

   See Notes to Financial Statements.

                                       -5-

<PAGE>


                              LEADVILLE CORPORATION

                       STATEMENTS OF STOCKHOLDERS' EQUITY
                      Nine months ended September 30, 1997
                                   (Unaudited)

                             September 30, 1997          December 31, 1996
                          -----------------------      ---------------------

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

    Capital Stock         9,979,164   $ 9,979,164      9,810,992 $ 9,810,992

    Additional
     Paid-In Capital                    8,444,982                  8,450,682

    Accumulated deficit,
     December 31, 1996                (15,982,854)               (15,982,854)
                                       ----------                 ---------- 

                                        2,441,292                $ 2,278,820
                                                                  ==========

    Net Loss,
     September 30, 1997                  (653,742)
                                       ---------- 

                                      $ 1,787,550
                                       ==========

    See Notes to Financial Statements.

                                      - 6 -

<PAGE>


                              LEADVILLE CORPORATION

                            STATEMENTS OF CASH FLOWS
                  Nine months ended September 30, 1997 and 1996


                                                 1997             1996
                                              ----------       ----------

    CASH FLOWS FROM OPERATING ACTIVITIES
       Net loss                             $  (653,742)     $  (500,324)
       Adjustments to reconcile net loss
        to net cash provided by (used) in
        operating activities:
         Depreciation                            50,976           17,243
         Provision for inventory obsolescence    33,975           11,325
         Loss on debt settlements                 7,470             -
         Change in assets and liabilities:
           (Increase) decrease in:
              Prepaid expenses                   (6,179)          (2,525)
            Increase (decrease) in:
              Accounts payable                  (19,065)         (11,388)
              Accrued expenses                   (3,707)         (39,777)
              Officer payables                   18,450            5,174
              Accrued interest                  305,093          281,496
              Capital lease obligations          40,662           40,662
                                               --------        ---------

            Net cash provided by (used
              in) operating activities         (226,067)        (198,114)
                                               --------        ---------

      CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from borrowing, related parties  121,500           45,000
      Proceeds from sale of stock                  -             508,000
      Repayment of loans and interest              -             (92,502)
                                               --------        ---------

             Net cash provided by financing
              activities                        121,500          460,498
                                               --------        ---------

             Increase (decrease) in cash and
              cash equivalents                 (104,567)         262,384

    Cash and cash equivalents:
      Beginning                                 146,340            2,780
                                               --------         --------

      Ending                                $    41,773       $  265,164
                                               ========         ========

    SUPPLEMENTAL DISCLOSURES OF NON-CASH
       INVESTING AND FINANCING ACTIVITIES:
           Capital stock issued for
            Conversion of notes payable,
            interest and expenses           $   168,172       $  336,515
                                              =========         ========

    See Notes to Financial Statements.

                                       -7-

<PAGE>


                              LEADVILLE CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1997


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.  Through  ownership and claim control,  the Company's
land holdings include nearly 4,500 acres of land. 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.  During  1995,  the
Company began to recognize depreciation on fixed assets which are not in service
in order to recognize the declining useful life of such assets.

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, including the recently commenced foreclosure proceeding by
a  judgement  creditor  of the  Company.  (See Part I, Note 3, Lease  Commitment
Litigation,  and Part II, Item 1, Legal  Proceedings,  Mining  Equipment,  Inc.)
Management   believes  that  the  interim  financial   statements   include  all
adjustments necessary in order to make the financial statements not misleading.

                                        - 8-

<PAGE>


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, 1997,  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,  1997  has a  working  capital  deficiency  of  approximately
$5,277,000 which includes  approximately  $4,289,000 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 September 30, 1997 or as of the date of this report.  The
litigation  concerning the  environmental  matters and certain mining  equipment
(Note 4) has made it  difficult  for the Company to obtain  significant  working
capital through  additional  equity or debt  financing.  The Company has reached
agreement,  in principal,  with the EPA to reduce the  $3,000,000  environmental
liability  to  $500,000  and to waive  past due  amounts  due under the  Consent
Decree.  The Company is continuing  its efforts to further  improve terms of the
Consent Decree and to ultimately have its properties severed from Superfund Site
designation.  Negotiations  are continuing and no payments have been made to the
United States pending results of ongoing discussions.

The Company believes a substantial portion of the convertible debentures,  notes
payable,  and associated  accrued  interest 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 and is vigorously attempting to settle outstanding litigation
matters without additional material impact to the Company's financial position.

If the Company cannot successfully resolve its current litigation,  re-structure
its debt and continue to secure necessary working capital,  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. The Company's management is encouraged, however,
by recent negotiations with the EPA which could significantly modify the Consent
Decree  and  release  part  or  all of  Leadville's  properties  from  Superfund
designation.  A report requested by EPA to begin this process has been submitted
to the EPA for review.

2.  MINING PROPERTIES:

As  of  September  30,  1997,  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  1997,
Leadville's  activities  at the Sherman Mine,  primarily a silver  property with
other metals including gold,  copper,  lead and zinc, have been limited to care,
maintenance and permit related work, due to continuing low silver prices. During
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>


3.  NOTES PAYABLE AND CONVERTIBLE DEBENTURES:

The notes payable are summarized as follows:


                                             September 30,       December 31,
                                                 1997                1996
                                             -------------       ------------

Notes payable, at 10%, to
stockholders and/or officers/
directors, due dates range to
September 1998                                $ 400,500         $    368,000
                                              =========           ==========

Notes payable-other, at 10% due
dates ranging to 1998.                        $  55,000         $     55,000
                                              =========           ==========


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,
                                                1997                1996
                                            --------------      ------------

10%   convertible   debentures,
interest  and  principal  due  
December  1997, 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, 1997.


4.  COMMITMENTS AND CONTINGENCIES:

Lease Commitment Litigation - In December 1988, the Company sold and leased back
certain equipment from an unrelated  entity.  Proceeds of $415,000 were recorded
as a capital lease  obligation.  In addition,  the Company  leases several other
pieces of mining  equipment which are classified as capital leases.  The Company
was delinquent on certain of its lease obligation  payments,  and the lessor has
asserted  that the  Company was in default.  In January  1991,  the lessor won a
summary judgment in the amount of approximately  $642,000,  which represents all

                                     - 10 -

<PAGE>


unpaid past and future capital lease obligations  (including  interest).  During
1994, in an appeal,  the judgment amount of $642,000 was upheld,  and additional
attorneys  fees and interest of  approximately  $46,000 were awarded the lessor.
During the first nine months of 1997, the Company accrued an additional  $40,600
of  interest  expense on this  obligation.  During  1992,  the lessor also won a
summary  judgment for  possession of leased  equipment  with a net book value of
$525,000 and for interest and penalty  charges on the unpaid summary  judgments.
Leadville contests lessor's foreclosure  assertions.  The lessor has repossessed
approximately  $402,000  of the  leased  equipment.  Approximately  $123,000  of
equipment  the lessor has not  repossessed  remains  recorded as an asset of the
Company.

On October 30, 1997, the Company  received a Notice of Levy, along with a Notice
of Sheriff's Sale filed on September 29, 1997 relating to foreclosure procedures
concerning the Company's properties in Lake County,  Colorado as a result of the
judgement  in favor of Mining  Equipment,  Inc.  In  general,  these  properties
comprise  the  Company's  inactive  Diamond-Resurrection  Mine  as  well  as the
Stringtown  Mill site.  These  properties  consist  primarily  of  patented  and
unpatented mining claims covering approximately 2,000 of the 4,500 acres held by
the Company in the area (Covered Properties).

Under the  foreclosure  procedures,  unless the  judgment  is  satisfied  or the
Company and Mining Equipment,  Inc. reach a settlement, a sale of some or all of
the Covered  Properties is scheduled for December 12, 1997, and the Company will
have 75 days  after that date to redeem  any sold  properties  by payment of the
sales  price paid at sale.  Management  believes  that the value of the  Covered
Properties is significantly  in excess of the judgment amount and,  accordingly,
not all of the  Covered  Properties  should be sold in the event a sale  occurs.
However, this result cannot be assured. As disclosed previously in the Company's
Forms  10-KSB's and 10-QSB's,  the Company is attempting to secure  financing to
pay the judgment as well as provide for working capital.

Environmental  Litigation  - The  Company  has  been  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,
have  alleged   that  the   defendants   are  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.

The  Company  has  answered  the  complaints  and has  vigorously  defended  the
consolidated  action.  Further,  the Company and litigation counsel believe they
have substantial and meritorious  defenses to the claims being made. However, in
an effort to expedite a  conclusion  and to minimize  legal  costs,  the Company
agreed to a settlement of the cases.

During August 1993, a consent  decree was entered by the Federal  District Court
in Colorado  whereby the United States  agreed to settle the  Company's  alleged
liability,  with  the  exception  of  natural  resources  damages,  if  any,  in
consideration for $3,000,000.  Under the 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.

During  October 1995,  the Company  reached  agreement,  in principle,  with the
United States to reduce the consent  decree  obligation  amount of $3,000,000 to
$500,000,  with minimum  annual cash payments to begin in April 1996. In effect,
the contingent liability of $2,750,000,  under these proposed terms, was reduced
to  $250,000.  In  consideration,  the  Company  agreed to provide to the United
States certain soil  materials for use by the  Environmental  Protection  agency
(EPA) in remedial action work at the Superfund  site.  During late 1995, the EPA
began to use the dirt material.  The Company's  management is continuing efforts
to  further  improve  terms of the  Consent  Decree and to  ultimately  have its
properties  severed from Superfund Site  designation.  The Company has accrued a
$110,000 environmental  settlement liability,  which is the present value of the
$250,000 future minimum payments.

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 no work  associated with the  Diamond-Resurrection  property and work
planned for the Stringtown Mill site is minimal.

                                      -11-

<PAGE>


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 September 30, 1997. The State
of Colorado is considering raising the bond amounts.  Discussions are continuing
with the EPA and the state of Colorado  regarding  changes in the bond  amounts.
The EPA's use of clay and  dolomite  limestone at the  Stringtown  Mill site and
Sherman-Hilltop  mine,   respectively,   will  be  beneficial  to  Leadville  in
discussions with the State of Colorado.


5.  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
$4,289,000  at September 30, 1997.  Substantially  all of that  indebtedness  is
convertible in the Company's Capital Stock at a price of $1.00 per share.

The Company  leases  office space and  facilities  from its new  President for a
quarterly  operating  stipend  of  $6,125.   Terms  of  this  agreement  may  be
renegotiated  after one year.  As of September  30,  1997,  the Company owes its
President  accrued  compensation  of $25,500.  In  addition,  under terms of the
President's  employment contract,  he has the right to acquire 150,000 shares of
Leadville  Corporation's $1.00 Par Value Capital Stock. As of September 30, 1997
and the date of this report,  the President has not yet exercised  that right in
an effort to conserve cash for the Company's operating expenses.

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, 1997,  the Company  owed the firm  approximately
$4,300 for accrued fees and expenses.


6.   INCOME TAXES:

At  December  31,  1996,  the  Company  has  available  tax net  operating  loss
carryforwards  of  approximately  $7,700,000,  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 1997 through 2011.

                                       - 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.

During June,  1997,  the Company  selected a new  President to guide the Company
through its efforts to resolve its  outstanding  liabilities  and  re-start  its
mining  efforts.  John H.  Gasper,  MSEM,  P.E.  replaced  Dr.  Robert G.  Risk,
President and Chairman for forty-eight years, effective July 1, 1997. Mr. Gasper
is  a  registered   professional  engineer  with  a  masters  degree  in  mining
engineering. He has extensive experience in the restoration of lands impacted by
mining,  including  Superfund related projects.  His efforts have produced award
winning  designs and have included many areas of mining and civil  construction.
Mr.  Gasper has served as a lecturer at West Virginia  University  teaching mine
design, surveying and minerology. He has served as the chief mining engineer for
Atec Associates for over twelve years and President of EnviRestore  Engineering,
LLP the past year.  His efforts to date have led to favorable  commitments  from
the EPA and shareholders.  In addition to Mr. Gasper, the Company is negotiating
terms with other highly  capable  individuals in order to bolster its management
team and Board of Directors.

The Company earned no operating  revenues  during 1995 and 1996 and incurred net
losses in those years of $617,069 and $633,057 respectively. Management does not
anticipate that any operating  revenues will be generated  during the year 1997.
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 September 30, 1997,  the Company
has a working capital deficit of 5,277,000 and minimal  operating cash. With the
exception of the $508,000 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 Chairman and by proceeds from short term notes.  Management is hopeful
that cash needs for 1997 will be met from existing cash resources and short-term
borrowings until significant financing can be secured.

In 1996 and in the first  nine  months of 1997,  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 1997.

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  raising 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 and Sherman
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.  The EPA Court action involving the Leadville Mining District,
for all practical purposes, eliminated Leadville's ability to obtain significant
outside  financing over the past several years.  Management cannot predict if or
when the litigation  will be resolved to a point where outside parties will show
a serious  interest  and ability to provide  financing  to  Leadville.  However,
recent  discussions  with the EPA have been very  encouraging  and de-listing of
some or all of Leadville's  properties  impacted by the Superfund may take place
in the near future.

                                      -13-

<PAGE>


During  1997,  management  will  continue  its efforts to develop  business  and
operational  plans and obtain  financing  for the Company's  properties  through
joint-venture,  cash investment or a secondary offering of Leadville's stock. No
assurance can be given that Leadville will be successful in securing  financing.
In  order to  improve  the  financing  prospects  for  Leadville,  managment  is
continuing  its efforts to lessen the  financial  and  operating  burdens of the
Consent  Decree  with  the  United  States  and  negotiations  with  the EPA are
continuing.

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 an exploration and development program and to
begin production from the Diamond  properties.  The objective of the exploration
program  is to  identify  reserves  in  addition  to the  700,000  tons  already
identified  at  the  Diamond-Resurrection.   In  anticipation  of  settling  the
environmental  litigation,  Leadville  completed  three  studies of the  Diamond
property during 1992, 1993 and early 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
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 is in the process of
expanding  its number of members  beyond  three.  In addition to  retaining  Mr.
Gasper as  President,  the Company is seeking new members for senior  management
positions.  In recent months,  management  has been involved in discussion  with
several  mining  companies  who  have  expressed  preliminary  interest  in  the
Diamond-Resurrection and Sherman-Hilltop properties. To date, no agreements have
been reached.

                                      -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.

During October 1995, Leadville reached agreement, in principle,  with the United
States to reduce the consent decree obligation amount of $3,000,000 to $500,000,
with  minimum  annual  cash  payments  to begin in April  1996.  In effect,  the
contingent  liability of $2,750,000 was reduced to $250,000.  In  consideration,
Leadville  agreed to provide to the United States certain dirt and rock material
for use by the Environmental  Protection Agency (EPA) in remedial action work at
the Superfund  site.  During late 1995,  the EPA began to use the dirt material.
Leadville  management  is  continuing  efforts to improve  terms of the  consent
decree and  ultimately,  to sever the Company's  properties  from Superfund Site
designation.  Leadville  has made no  payments  to the  United  States,  pending
resolution of current negotiations with the EPA. In early August 1997, Leadville
submitted  a  report  requested  by the  EPA.  This  report,  which  focuses  on
controlling water quality in the Yak drainage tunnel, was required by the EPA to
begin the de-listing process.
The report is currently under review.


MINING EQUIPMENT, INC.

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

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

As of September 30, 1997,  Leadville is obligated to Mining  Equipment,  Inc. in
the amount of $836,700 including accrued interest. The plaintiff asserts that it
has the right to foreclose on Leadville's properties to satisfy the obligation.

                                      -15-

<PAGE>


On October 30, 1997, the Company  received a Notice of Levy, along with a Notice
of  Sheriff's  Sale  filed  on  September  29,  1997,  relating  to  foreclosure
procedures  concerning  the Company's  properties in Lake County,  Colorado as a
result of the  judgment in favor of Mining  Equipment,  Inc.  In general,  these
properties comprise the Company's inactive  Diamond-Resurrection Mine as well as
the  Company's  Stringtown  Mill site.  These  properties  consist  primarily of
patented and unpatented mining claims covering  approximately 2,000 of the 4,500
acres held by the Company in the area (Covered Properties).

Under the  foreclosure  procedures,  unless the  judgment  is  satisfied  or the
Company and Mining Equipment,  Inc. reach a settlement, a sale of some or all of
the Covered  Properties  is scheduled for December 12, 1997 and the Company will
have 75 days  after that date to redeem  any sold  properties  by payment of the
sales price paid at the sale.  Management believes that the value of the Covered
Properties is significantly  in excess of the judgment amount and,  accordingly,
not all of the  Covered  Properties  should be sold in the event a sale  occurs.
However, this result cannot be assured. As disclosed previously in the Company's
Forms 10-KSB and 10-QSB,  the Company is attempting  to secure  financing to pay
the judgment as well as provide for working capital. In the event the Company is
not  successful  in raising  capital to satisfy  the  judgment,  it could lose a
significant portion of its properties.


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.

                                     - 16 -

<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 third quarter of 1997.
                                        NONE

                                       - 17 -

<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 GASPER
   ----------------------------------------------
   John Gasper, President,





Dated:  November 14, 1997
      -------------------------------------------

                                     - 18 -