UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                 For the Quarterly Period ended September 30, 2001


                         Commission File Number: 0-6034


                          STANSBURY HOLDINGS CORPORATION
             --------------------------------------------------
             (Exact Name of Issuer as Specified in its Charter)



            UTAH                                  87-0281239
-------------------------------      ---------------------------------------
(State or Other Jurisdiction of      (I.R.S. Employer Identification Number)
 Incorporation or Organization)


            3435 South Yosemite Street, Suite 100, Denver, CO 80231
              -----------------------------------------------------
                    (Address of Principal Executive Offices)



                                 (720) 748-1407
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

Old Address: 8811 East Hampden Avenue,#100
             Denver, Colorado 80231

                         No Change in telephone numbers

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [   ]

Indicate the number of shares outstanding of the issuer's classes of common
stock as of the latest practicable date.

At September 30, 2001, there were 99,932,149 common shares issued and
outstanding, $.001 par value.

<PAGE>

ITEM 1 - Financial Statements





                 STANSBURY HOLDINGS CORPORATION AND SUBISIDARIES
                           CONSOLIDATED BALANCE SHEETS
                               SEPTEMBER 30, 2001



                                                                        2001
                                                                   ------------
Assets

Current Assets:
    Cash and cash equivalents                                      $     11,487
    Accounts receivable                                                   3,984
    Inventories                                                         120,471
    Prepaid expenses                                                     15,024
                                                                   ------------

         Total Current Assets                                           150,966
                                                                   ------------

Property and Equipment, at cost:
    Mineral claims and projects,
        using full-cost method                                       22,130,234
    Buildings and mining equipment                                    3,040,574
    Other property and equipment                                         14,798
                                                                   ------------

                                                                     25,185,606

Less:  accumulated depreciation                                        (515,427)
                                                                   ------------

         Net Property and Equipment                                  24,670,179
                                                                   ------------

Other Assets:
    Reclamation bonds                                                    45,100
    Investment in Resource Vermiculite LLC                               50,000
                                                                   ------------

  Total Other Assets                                                     95,100
                                                                   ------------

Total Assets                                                       $ 24,916,245
                                                                   ============


Liabilities and Stockholders' Equity


Current Liabilities:
    Bank overdrafts
    Elk Creek acquisition obligations                              $    969,000
    Los Banos acquisition obligation                                    350,000
    Sweetwater acquisition obligations                                  138,000
    Current installments of long-term debt                              815,718
    Convertible notes payable to officers
        and shareholders                                                629,846
    Convertible note payable to related party                           130,000
    Other notes payable                                               2,172,515
    Accrued interest                                                    746,550
    Accrued payroll taxes                                               212,667
    Trade accounts payable                                            1,419,509
                                                                   ------------

         Total Current Liabilities                                    7,583,805

Long-Term Debt                                                                0
                                                                   ------------

         Total Liabilities                                            7,583,805
                                                                   ------------

Stockholders' Equity:
    Common stock, par value $0.001,
        authorized 100,000,000, issued
        and outstanding 99,772,149 and
        94,748,901 at September 30, 2001 and
        2000, respectively                                               99,932
    Paid-in capital                                                  33,323,779
    Accumulated deficit                                             (16,091,271)
                                                                   ------------


         Total Stockholders' Equity                                  17,332,440
                                                                   ------------


Total Liabilities and Stockholders' Equity                         $ 24,916,245
                                                                   ============



           See Accompanying Notes to Consolidated Financial Statements

                                       F-4


<PAGE>


                 STANSBURY HOLDINGS CORPORATION AND SUBISIDARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTH'S ENDING SEPTEMBER 30, 2001 AND 2000



                                                     2001              2000
                                                 ------------      ------------
Sales                                            $       --        $      9,756
Cost of sales                                               0                 0
                                                 ------------      ------------

Gross profit                                                0             9,756

Expenses:
    Operating                                         180,674           156,889
    General and administrative                        354,125           686,314
    Interest, conversion premiums,
        and equity inducements                         60,928           435,884
                                                 ------------      ------------

Total Expenses                                        595,727         1,279,087
                                                 ------------      ------------

Loss from operations                                 (595,727)       (1,269,331)

Other income                                               34                 0
                                                 ------------      ------------


Net Loss                                         $   (595,693)     $ (1,269,331)
                                                 ============      ============


Basic and diluted earnings per share:


    Net Loss                                     $      (0.01)     $      (0.02)
                                                 ============      ============

    Basic and diluted weighted average
        shares outstanding                         99,772,149        69,914,869
                                                 ============      ============





                                      F-5

<PAGE>



                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                         Three Months Ended
                                                            September 30
                                                         2001           2000
                                                     -----------    -----------
OPERATING ACTIVITIES
Net Income (Loss)                                    $  (595,693)   $(1,269,331)
Adjustments to reconcile
 Net Income (loss) to net cash provided
   by operations:
Stock issued for interest,Debt inducement and            (62,500)       661,974
compensation
Accounts Receivable                                        4,620              0
 Depreciation                                             39,893              0
 Prepaid Expenses                                          8,340        (32,342)
Inventory                                                 14,269        (45,888)
 Accounts Payable                                         56,008        179,376
Other Assets
 Accrued Interest Payable                                 38,263            592
 Accrued Payroll Taxes                                    12,500              0
 Other Current Liabilities                                20,890          2,688
                                                     -----------    -----------

      Net cash provided by (used in)
      Operating Activities                              (463,410)      (502,931)
                                                     -----------    -----------

INVESTING ACTIVITIES
Mineral property                                               0     (2,211,263)
Land                                                           0       (120,000)
 Other Property and Equipment                            (23,826)    (2,503,143)
 Development Costs                                       (88,200)       (14,632)
                                                     -----------    -----------


     Net cash provided by (used in)
     Investing Activities                               (112,026)    (4,849,038)
                                                     -----------    -----------


FINANCING ACTIVITIES
 Payments on Elk Creek obligations                             0              0
 Payments on Sweetwater obligations                      333,190              0
 Payments on convertible notes                                 0              0
 Satisfaction on convertible notes to shareholders             0              0
Increase in Accrued Interest on Convertible notes
and Notes payable                                              0              0
Stock Issued for conversion of Term Debt                 195,000      5,342,037
                                                     -----------    -----------

     Net cash provided by (used in)                      528,190      5,342,037
                                                     -----------    -----------
     Financing Activities

Net cash increase for period                             (47,247)        (9,932)

Cash at beginning of period                              (58,734)        52,228
                                                     -----------    -----------

Cash at end of period                                $    11,487    $   (62,160)
                                                     ===========    ===========







                                      F-6

<PAGE>



                STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stansbury Holdings Corporation  ("Stansbury") was incorporated in 1969 under the
name  Stansbury  Mining  Corporation.  In 1985,  Stansbury  changed  its name to
Stansbury Holdings Corporation.

Stansbury, and its wholly owned subsidiaries, to wit:

 Elk Creek Vermiculite, Inc.,
 Dillon Vermiculite Limited LLC,
 International Vermiculite (Montana), Inc.,
 International Vermiculite (California), Inc., and
 Sweetwater Garnet, Inc.,

are referred to collectively herein as the "Company."

The  Company's  business  is  the  acquisition,   exploration,  development  and
operations of industrial mineral properties, particularly vermiculite and garnet
mineral projects.

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  These statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.  These  financial  statements have been prepared in accordance with
generally  accepted  accounting  principles for interim  financial  information.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  such interim  statements  reflect all adjustments
(consisting  of normal  recurring  accruals)  necessary  to  present  fairly the
financial  position and the results of operations and cash flows for the interim
periods  presented.  The results of operations for these interim periods are not
necessarily  indicative  of the results to be expected for the full year.  These
financial statements should be read in conjunction with the audited consolidated
financial  statements and footnotes for the year ended June 30, 2000, filed with
the Company's Form 10-KSB.

Principles of Consolidation - The consolidated  financial statements include the
accounts of the  Company and its wholly  owned  subsidiaries.  All  intercompany
balances and transactions are eliminated in consolidation.

Cash and Cash Equivalents - The Company considers all highly liquid investments
purchased with a maturity of three months or less to be cash equivalents.

Inventory - Inventory is stated at the lower of cost or market.

Undeveloped  Mineral  Claims and  Projects - The Company  follows the  full-cost
method of accounting for its mineral claims and projects. Accordingly, all costs
associated  with  the  acquisition,  exploration,  and  development  of  mineral
properties,  including  directly related  overhead costs, are capitalized.  Once
these properties are developed,  the capitalized  costs will be amortized on the
unit-of-production  method using estimates of proved reserves. In addition,  the
capitalized costs are separated into cost centers on a state-by-state basis. The
capitalized  costs for each cost center are subject to a "ceiling  test",  which
limits such costs to the aggregate of the estimated  present value of future net
revenues  from proved  reserves,  plus the lower of cost or fair market value of
undeveloped and unproved properties.

Other Plant,  Property,  and  Equipment - Other plant,  property and  equipment,
consisting  of the Los  Banos  exfoliation  plant,  two  buildings,  and  office
equipment,   are  recorded  at  cost.   Depreciation  is  calculated  using  the
straight-line method over the estimated useful lives of the assets, which are 20
years for the plant and buildings, and 5 years for the office equipment.

                                      F-7
<PAGE>

Revenue  Recognition  - Revenue  is  recognized  when  products  are  shipped to
customers.

Income Taxes - The Company uses the asset and liability method of accounting for
income  taxes.  Under the asset and  liability  method,  deferred tax assets and
liabilities   are   recognized  for  the  estimated   future  tax   consequences
attributable to differences  between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. This method also
requires the  recognition  of future tax  benefits  such as net  operating  loss
carryforwards,  to the extent that  realization  of such benefits is more likely
than not.  Deferred tax assets and  liabilities  are measured  using enacted tax
rates expected to apply to taxable income in the years in which those  temporary
differences are expected to be recovered or settled.

Earnings  (Loss)  Per Share - Basic  earnings  (loss) per share are based on the
weighted average shares  outstanding.  Outstanding stock options and convertible
debt obligations are generally  treated as common stock equivalents for purposes
of computing diluted earnings per share. However, since the Company reported net
losses  for the  years  ended  June  30,  2000  and  1999,  these  common  stock
equivalents  are excluded  from the  computation  of diluted  earnings per share
because their effect on net loss per share would be anti-dilutive.

Use of Estimates - The  preparation  of  consolidated  financial  statements  in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the consolidated  financial  statements and the reported amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.


NOTE 2 - GOING CONCERN STATEMENT

The Company emerged from Chapter 11 bankruptcy  proceedings during 1985, and was
non-operating  until June,  2000.  At September 30, 2001,  its negative  working
capital  was   approximately   $7.6  million,   and   accumulated   deficit  was
approximately $16.1 million.

During  calendar  1999,  the  Company  hired  Aldine J.  Coffman,  Jr., as a new
president  who also now serves as chairman of the Board of  Directors  and chief
executive  officer.  Eldon W.  Brickle,  Chief  Operating  Officer and Executive
Vice-President,  was elected to the Board on August 18, 2000.  Daniel  Yeungling
and Dennis  Staal were  elected to the Board in early,  2000.  Messrs.  Coffman,
Brickle, Yeungling and Staal constitute the entire Board of the Company. Messrs.
Coffman,  Brickle and Staal are members of the board or management committees of
all wholly owned subsidiaries. Mr. Yeungling resigned from the board on November
6, 2001, "due to differences in opinions on management decisions."

There can be no assurances  that the Company will be successful in obtaining the
financing  necessary  to  develop  its  mineral  reserves.  Nor can there be any
assurances  that other  sources of funds can be  obtained  to cover  general and
administrative costs.

The Company's  independent  public  accountants  have included a "going concern"
emphasis  paragraph  in their  audit  report  accompanying  the  June 30,  2001,
consolidated  financial  statements  reported in the  Company's  10K-SB for that
reporting period.  The paragraph states that the Company's  recurring losses and
negative working capital raise  substantial doubt about the Company's ability to
continue as a going concern and cautions  that the  financial  statements do not
include adjustments that might result from the outcome of this uncertainty.

Management  believes that, despite the financial and funding  difficulties going
forward,  it now has a business plan that, if successfully  funded and executed,
will result in the development of its mining claims thereby improving  operating
results. Operations of both the vermiculite and garnet projects continued during
the reporting quarter,  although vermiculite mining and concentration operations
were   temporarily   suspended  on  March  8,  2001,   pending   certain   plant
rehabilitations,  and Garnet operations were curtailed November 6, 2001, pending
further funding.


                                      F-8
<PAGE>

NOTE 3

Common Stock to Issue represents monies received for common stock  subscriptions
for which  stock was  issued  subsequently  to the  reporting  period or remains
obligated to be issued.

NOTE 4- COMMITMENTS AND CONTINGENCIES

The Company is obligated to the federal government for approximately $19,100 per
year to maintain the  ownership of its mineral  claims.  These funds are due and
payable by noon,  on September 1, each year,  and have been paid through  August
31, 2002.

Various legal  proceedings and claims are pending  against the Company.  Some of
the  plaintiffs in these matters are certain of the Company's  shareholders  and
former officers and directors, and others are trade creditors.

Actions  brought by  shareholders  and former  officers and directors  generally
pertain to default in the repayment terms of amounts loaned to the Company.  The
Company is  accruing  interest  on these  amounts  pursuant  to the terms of the
underlying  obligations.  At September 30, 2001,  the principal  amount of these
obligations  is  included  in  short-term  debt  under  the  caption  "officers,
directors and shareholders."

Actions  brought by certain  trade  creditors  and others  have  resulted in the
Company  issuing  promissory  notes payable to those  creditors.  The Company is
accruing  interest  on these  amounts  pursuant  to the terms of the  promissory
notes. At September 30, 2001, the principal  amount of these promissory notes is
included in long-term debt under the caption "other".

Actions  have  also  been  brought  by the  Company  with  respect  to the  debt
obligations  that  resulted  from  the  Elk  Creek  acquisition  and  Los  Banos
acquisition, as well as for certain equipment acquisitions.  Management believes
that these  matters  will be settled for an amount not greater than the recorded
amount of those obligations at September 30, 2001.


                                      F-9
<PAGE>


ITEM 2 - PLAN OF OPERATIONS:

GENERAL

     Management's  goal for  Stansbury is to rapidly  evolve the company from an
exploration  and  development  entity to an  operating  and  production  entity,
capable of sustaining itself  financially from revenues from production.  During
the fiscal year, the company at one time or another commenced  operations at its
Dillon  Vermiculite  Mine and Mill,  its Los Banos  Exfoliation  Plant,  and its
Sweetwater Garnet mine and mill, and had revenues from each source. However, the
working capital of the company was insufficient to sustain operations until cash
flow could be sustained.

     These operations may be summarized as follows:

(1)  Dillon  Vermiculite  Mine and Mill:  The Mine  operation and mill operation
     began in  earnest  in  November  2000,  when the  forest  fire  hazard  was
     extinguished  by winter snows.  The operations  continued  until the end of
     February.  During this four month period (with  contained long holidays for
     Thanksgiving,  hunting season  Christmas and New Years)  approximately  450
     tons of vermiculite  concentrate were produced, of which 120 tons were sold
     as concentrate,  and 330 tons shipped to Los Banos for further  processing.
     Overnight  temperatures  at the mine  frequently  touched 30 degrees  below
     zero,  Fahrenheit;  employees worked 4x12, and moved campers to the mine to
     avoid the daily commutes home in the severe weather.  All diesel  equipment
     had to be left idling overnight, or it could not be started in the morning.
     The  maintenance  toll on equipment was  prohibitive,  and ever  increasing
     breakdowns of the mill  compounded  with longer  shut-downs  following each
     breakdown,  led  management  to conclude that  replacing  certain aging key
     segments of the mill would be mandatory  before  re-opening the mill. Among
     the key items were the replacement or  reconfiguration of the concentration
     equipment, which struggled to maintain a 70% concentrate, and proved unable
     to produce the industry  standard of 90%, which left the Los Banos facility
     as the sole suitable market source for  concentrate.  However,  Los Banos's
     capacity of 5000 tons per year meant that the Dillon plant's  product would
     have no market  beyond  5000 tons per year.  Budget  estimates  for capital
     equipment  replacement  varied,  depending  on sources and  condition,  but
     settled at about an expected cost of $350,000.

(2)  Los  Banos  Exfoliation  Plant:  all 330 tons  shipped  to Los  Banos  were
     exfoliated and most of the product sold, accounting for the majority of the
     revenue from sales for the year ($135,000).  However, the processing of the
     ore in the rotary  furnaces  failed to give the full expansion rate, due to
     lower than required furnace temperatures,  resulting in less than projected
     revenue per ton,  since sales prices were based upon volume.  An investment
     in new temperature probes and controls was made in February, and the higher
     temperatures for exfoliation appeared to correct the problem,  although the
     higher  temperatures  also  threatened  a  compliance  problem  in terms of
     nitrous oxide emissions.  The exfoliation  plant was shut down and its crew
     also laid off during the spring,  2001,  due to lack of product supply from
     Dillon.  To re-start the Los Banos Plant,  with new "NoNox" burners,  would
     require a capital expenditure of $90-120,000, in order to ensure compliance
     with volume "Nox" emissions,  which otherwise  constrain  operations to six
     hours per day.

     In February,  2001, the last of the funds to be raised under a $2.5 million
     private  placement,  were  received,  for a total of  $960,000,  leaving  a
     shortfall of $1,540,000 in anticipated  working  capital for operations and
     equipment  at both the Dillon  Vermiculite  and Los Banos  operations.  The
     inability  of the  placement  agent to procure  these fund is  attributable
     primarily to the market crash of October/November, 2000.


<PAGE>

(3)  Sweetwater  Garnet Mine and Mill:  The garnet  operation  was chosen in the
     late spring to become the primary  operation of the  company.  It was a new
     mill,   with  reliable   equipment,   and  needed  little  further  capital
     expenditure.  A loan was negotiated for up to $1,000,000, and draws against
     that loan, thru November 1, 2001,  totaled  $660,000.  A new wash plant was
     acquired,  buildings  to house it and product  storage were  acquired,  and
     concentrating equipment for the mine (which was a dry process,  eliminating
     the need to shut down the mine  during  the  winter  months  when using the
     existing wet concentration process). By the end of the summer, 1000 tons of
     ore concentrate  had been produced from equipment  ordered and installed on
     portable  units  for  concentrating  the  mine  feed.  By  October,   2001,
     concentrate  was  being  fed into the  mill,  sized,  given a final  purity
     concentration, and then bagged, palletized and shrink wrapped for shipment.
     This  operation was  curtailed on November 6, when the lenders  advised the
     company that in the present stock market conditions,  they could not assure
     the delivery of the balance of the $1,000,000. Projected additional working
     capital  requirements of the garnet operation  through  pro-forma  positive
     cash flow (end of January  2002) as of  November 6, was  $220,000.  At that
     time,  indications  to the  company  were that it could sell out its entire
     capacity of 12,000 tons per year to just three customers.

     The  unanticipated   circumstances  which  have  frustrated  the  Company's
attempts  to sustain  operations  during the fiscal year for each  facility  are
numerous. Among these circumstances were:

          (a) The  forest  fires of the late  summer  and early  winter of 2000,
     which  prompted the US Department  of Interior  (through its Bureau of Land
     Management) and the State of Montana,  to essentially  shut down all mining
     operations on the public domain in the areas of our  vermiculite and garnet
     facilities, from mid-summer until the onset of winter in November, 2000.

          (b) The immediate onset of a harsh winter, which terminated the forest
     fire  induced  shut-down,  but  left no mild  weather  transition  time for
     orderly restarting of the operations of the public domain.

          (c) The  vermiculite  operations  through the  winter,  until March 8,
     2001,  provided  valuable  lessons  in the  maintenance  and  operation  of
     equipment in exposed  severe  temperatures,  and revealed the weak links in
     the  processing  equipment  of  the  vermiculite  mill.  The  frequency  of
     breakdowns,  and  the  weather  dictated  delays  occasioned  in  obtaining
     replacement parts and effecting repairs, led to the decision to temporarily
     suspend  vermiculite mining and milling until weather and funding permitted
     an orderly replacement of the weak links with reliably operating items.

          (d) Product  quality issues became  manifest in both the grade control
     at  the  concentrating  mill,  and  the  temperature  of  furnaces  at  the
     exfoliation plant. Both are being addressed, but require additional capital
     to be fully corrected.

          (e)  Finally,  the  consequences  of the  financial  market  crash  in
     October/November,  2000,  which have  negatively  impacted  several funding
     programs upon which the Company was depending in order to timely obtain the
     capital  needed  for  both  equipment   acquisitions  and  working  capital
     resources.  This  recession/depression led to (i) the closing of funding by
     the Placement Agent of the $2.5 million loan for the vermiculite  operation
     at a maximum of $960,000,  and (ii) the  curtailment of further  funding by
     the Placement Agent of the $1.0 million loan for the garnet  operation at a
     maximum of  $660,000.  The company is working to replace  the this  working
     capital  underfunding   represented  by  the  shortfall  of  $1,780,000  of
     anticipated loan proceeds which were essential to the ongoing operations of
     the company.


<PAGE>

     Meanwhile,  there  are two items  which  can  impact  the  future  plans of
operations of the Company's subsidiaries:

     (i)  June 30, 2001, was the  compliance  deadline with  California's  newer
          restrictive air emissions standards;  to meet those standards so as to
          allow the continued  operation of the Los Banos exfoliation plant will
          entail a capital cost.  Relocation of the plant in  California,  or to
          Nevada or Montana,  has been under review,  if funding cannot be found
          for  the  capital  cost  of  obtaining  compliance  meeting  equipment
          ("NoNox" burners").

     (ii) The  company  also  watching  closely  the impact of rule 43 CFR 3809,
          published  by  President  Clinton  on his  last day in  office,  which
          requires that small mining operations  (disturbances of less than five
          acres) on the public domain now have an approved  Plan of  Operations,
          including an approved EPA  document.  Current  small mine  operations,
          such as Dillon Vermiculite,  have until January 20, 2003, to come into
          compliance.  President Bush  immediately  suspended the new 3809 rules
          until July 20, 2001, to give his new  Secretary of the  Interior,  Ms.
          Gale Norton,  time to review and  recommend any action with respect to
          these  rules.  While  some new  rulings  have been made  under the new
          administration,  the  Company and others in the mining  industry,  are
          still  unable  to  determine  the  compliance  requirements  and  cost
          thereof,  due to uncertainties and ambiguities manifest in the interim
          guidelines.

     Fortunately  for the  Company,  the garnet  mine and mills are  entirely on
private land and private mineral estates, so that the Department of Interior has
no jurisdiction  over  Sweetwater  Garnet's  operations.  On the other hand, the
Dillon  Vermiculite  mine and mill are  entirely on the public  domain,  and are
directly impacted by the new 3809 rules.

         As a consequence of all of the foregoing, the company has chosen to
focus first on placing the garnet operations into full production, then
re-activating the vermiculite mining and milling operation if such proves
feasible under the final form of Rule 3809. The schedules for such are as
follows:

               (a) As  soon  as  funds  are  available:  Garnet  mine  and  mill
          operation,  with mine and mill  production  at a monthly  rate of 1000
          tons of product  (equivalent to an annual rate of 12,000 tons per year
          of  product);  the company has  approximately  2000 tons of  contained
          garnet  in 90%  plus  concentrate  stockpiled,  which  is  immediately
          available for final processing.  An extensive  distributor  network is
          planned, and is in the process of being implemented. The Company's new
          website,   www.sweetwatergarnet.com,   is   now   operational   as  an
          informative  and  interactive  order  placement site for customers and
          distributors.

               (b)  As  soon  as  funds  are  available:  Re-start  or  possible
          relocation,  of  exfoliation  plant  from Los Banos,  California,  and
          upgrade  of  the  plant  as  necessary   to  meet  permit   compliance
          requirements  at the  situs  of the  relocation.  Several  sources  of
          vermiculite  concentrate have been established to assure adequate feed
          to the relocated plant, in the event that the Dillon mine and mill are
          not  operational in time to meet supply  requirements.  The company is
          testing a 100 pound sample of coarse ore from Uganda, and if it proves
          to expand in the furnaces at the represented  rate, the plant could be
          a stand alone profit center utilizing ore imported from this source.

               (c)  Reactivation of Dillon  vermiculite  mine and  concentration
          mill, upon completion of mill rehabilitation when such funding becomes
          available and the rule making is finalized.


<PAGE>

EXPLORATION ACTIVITIES

     The Company  contemplates a  re-evaluation  of its ore reserve  position in
Hamilton,  and contemplates a drilling or other exploration  program outside the
currently  established  ore  deposits.  However,  no date  has been set for this
activity.  During the summer of 2001, the company  completed the  reclamation of
the 1985-90 disturbances at the Hamilton site, subject to reseeding the sight in
the Spring of 2002.

     In the late  summer of 2001,  the  company  determined  that a  portion  of
several  vermiculite  claims  contained a shallow  but high grade  (50%)  garnet
deposit. This site was subsequently  permitted for exploration with the right to
remove up to 1000 tons of garnet for assaying and evaluation. The full extent of
this  additional  ore body is unknown,  but  further  exploration  drilling  and
digging is on the site is planned in order to develop engineered ore reserves.

LIQUIDITY AND FINANCE

     The Company has been  inactive and  non-operating  for most of its 30 years
prior to the current fiscal year; consequently, it is questionable as to whether
or not it can remain a going concern. The primary activity in the past few years
has been to preserve  and  maintain  mineral  leases and claims.  Little  actual
mining has occurred  since the Company  acquired  its,  until the  commenced its
operation  late in the Fiscal Year ending June 30, 2000.  The Company has had no
income since 1991, until the forth quarter the Fiscal Year ending June 30, 2000,
and has utilized proceeds of loans from shareholders and the issuance of capital
stock for meeting its  operating  capital  commitments,  as well as four secured
loans obtained in the current fiscal year.


                          PART II - OTHER INFORMATION:

ITEM 1 - LEGAL PROCEEDINGS:

     (1) An action  against the Company by  Ellsworth,  Wiles & Chalphin,  P.C.,
filed in the Court of Common Pleas, Bucks County, Pennsylvania, on September 14,
1998. James G. Wiles ("Wiles") acted as former counsel to the Company as partner
in Ellsworth, Wiles & Chalphin, P.C. The complaint alleges $69,654.95 is due for
legal services  rendered by Wiles on behalf of the Company.  The matter has been
settled for $60,000, to be paid on a scheduled pay-out.

     (2) The Montana  Department of Environmental  Quality issued two Notices of
Noncompliance  regarding disturbances at the Dillon Vermiculite Property and the
Hamilton Property with Civil penalties totaling $42,950.  With respect to Dillon
Project,   the  Company  is  currently   negotiating   with  the  Department  of
Environmental Quality to pay $20,000 and to complete $20,000 in reclamation work
on various  abandoned mine sites around the State.  With respect to the Hamilton
Project, the proposed penalty is $500.

     (3) A Notice of default on the note with Nevada  Vermiculite  ,L.L.C.  that
the  Company  has  failed to make a $130,000  mortgage  principal  payment  plus
interest due October 28,1999. Nevada Vermiculite has filed a foreclosure action,
and the company has responded by counterclaiming  against Nevada Vermiculite for
damages for breach of its  obligation  to provide  the  working  capital for the
mining and milling  operation  at Dillon.  Trial on the issues will be scheduled
pending resolution of pretrial motions.


<PAGE>

     (4) A Notice of default on payment  of minimum  royalties  by the  Company,
issued by the Bill and Helen  Hand  Estate,  Roger  Pierce  Trust and KPS Mining
Company for failure to pay approximately  $147,000 plus interest. The Company is
pursuing financing to cure the default. No action has been filed by the claiming
party.

     (5) An Action has been filed by James R. Hindman,  a former  director,  and
four Hindman family members for various claims for the payment of monies,  which
the Company has denied in part, and  counterclaimed  as to the claim of James R.
Hindman.  Total  monies  owed under the  combined  claims are  estimated  by the
company to be under $75,000.

     (6) An Action has been filed by Martin Peskin, a former  director,  for the
repayment of a $10,000 loan to the company in 1998 and a $5000 loan in 2000,  of
which company  records should $13,500 has been repaid.  Since the litigation has
commenced,  the amount  sought was  reduced by  $3,500,  and is  expected  to be
reduced by the further credit of $10,000.  The company has cancelled  checks for
the payments.

     (7) An Action has been filed by Sami  Samani,  a former  director,  for the
repayment of loan to the company made between 1989 and 1991.  The amount  loaned
is in dispute,  the Plaintiff claiming $325,000,  and the company disputing that
amount based upon its audited  financials for the periods from 1989 forward.  In
the same action,  Peter  Samani sued for $12,000  plus  interest for a loan from
1994 or so;  company  records  reflect  that Peter  Samani  converted a loan for
$12,000 to equity and received shares therefore in or about 1995. The company is
also contesting Peter Samani's claim.


     (8) An Action  has been  filed by the  assignor  of  Theodore  Cohn for the
repayment of $30,000 loan to the company in 2000;  this action has been formally
settled for $30,000, with scheduled payments, and $10,000 has been paid pursuant
to the settlement, leaving a balance to be paid.

     (9) The seller to Stansbury of the Los Banos  Exfoliation Plant has filed a
foreclosure  action in California  for the recovery of the balance of the monies
due on the acquisition,  of $350,000,  plus interest. The dispute is the subject
of current settlement negotiations.

     (10) The company owes a defunct entity in connection  with a debt of Dillon
Vermiculite  LLC, which existed on its books prior to  acquisition.  The Company
has  acquired  an 11% equity  (the  "Hindman  family  interest")  of the defunct
creditor,  procured the appointment of a receiver for the defunct creditor,  and
is renegotiating  the debt due to the failure of the creditor to deliver certain
assets for which the debt was payment.

     (11) Old creditors matters (prior to 1996)

     (a)  A judgment  obtained by Dorsey & Whitney,  a general  partnership,  in
          December,  1994,  for  $52,683 in  principal,  along with  prejudgment
          interest  of  $32,527,  the total  amount of which is  $85,210  and is
          accruing interest at an annual rate of 12% from December 1994; at June
          30, 2000 a proposed settlement of $90,000 was in negotiation.

     (b)  A judgment  obtained by Martineau & Co. in Salt Lake City,  Utah,  for
          $12,587,

     (c)  A judgment obtained by Bruce Blessington,  in Salt Lake County,  Utah,
          for $14,674.

     (d)  Charles  McLaughlin  is one of several  defendants  in a legal  action
          commenced  by the Company in the Federal  District  Court in Salt Lake
          City,  Utah, in 1995,  and the last active party with whom the Company
          had not  settled.  Agreement  has been reached to dismiss this action.
          This matter is settled in  principle,  and is awaiting the exchange of
          paperwork.


     (12) Recent  operations (see Plan of Operations,  below),  have resulted in
new unpaid trade payables from vendors to the Dillon  Vermiculite  Operation and
Los Banos  Operation.  Several  of these  vendors  have  filed suit and two have
obtained judgment.  Payments are being made, or are planned, for the disposition
of these matters. The totals in litigation are less than $75,000.


<PAGE>

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS:

     None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES:

     None.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

     None.

ITEM 5 - OTHER INFORMATION:

     None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K:

     (a) A Form 8-K filed was filed during the three months ended  September 30,
2001,  respecting  a change in auditor for the  company,  for fiscal year ending
June 30, 2001.

     (b) This  10-Q  and the 10-K for the  period  ending  June 30,  2001,  both
contain  references to the  resignation,  effective  November 6, 2001, of Daniel
Yeungling  as  a  director,  "due  to  differences  in  opinions  on  management
decisions."

SIGNATURES:

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

DATED: November 16, 2001      STANSBURY HOLDINGS CORPORATION


                              By:/s/ Aldine J. Coffman, Jr.
                              ALDINE J. COFFMAN, JR.,
                              Chief Executive Officer and
                              President


                              By:/s/ Dennis R. Staal
                              DENNIS R. STAAL, Chief Financial
                              Officer and Secretary-Treasurer, Director and
                              Vice-President