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 THE QUARTERLY ENDED SEPTEMBER 30, 1999           COMMISSION FILE NUMBER
                                                                  0-6034

                         STANSBURY HOLDINGS CORPORATION
                         ------------------------------
                 (Name Of Small Business Issuer In Its Charter)

              UTAH                                     87-0281239
              ----                                     ----------
 (State  Or  Other  Jurisdiction  Of               (I.R.S.  Employer
 Incorporation  Or  Organization)                Identification  No.)

      8801  EAST  HAMPDEN,  #200,  DENVER,  COLORADO                  80231
      ----------------------------------------------                  -----
      (Address  Of  Principal  Executive  Offices)                  (Zip  Code)

                ISSUER'S TELEPHONE NUMBER          (720) 748-1407

       Securities Registered under Section 12(b) of the Exchange Act: None

         Securities Registered under Section 12(g) of the Exchange Act:
                         Common Stock, $0.001 Par Value

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 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

     Check  if  there is no disclosure of delinquent filers in response to Items
405  of Regulation S-B in this form, and no disclosure will be contained, to the
best  of  the  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.  [  ]

     The  issuer's  revenues  for  the year ended June 30, 1999, its most recent
fiscal  year,  and  for  the  quarter  ending  September  30,  1999, were $ -0-.

     The  aggregate  market  value  of  the  voting stock held by non-affiliates
computed  using  $.18  per  share,  the  closing  price  of  the Common Stock on
September  30,  1999,  was  approximately  $8,908,023.

     As  of  September  30, 1999, 49,489,017 shares of the issuer's common stock
were issued and outstanding, and 5,000,000 warrants were issued and outstanding.

<PAGE>
                                     PART I

                                     ITEM 1

                             DESCRIPTION OF BUSINESS

BUSINESS  DEVELOPMENT

     Stansbury  Holdings  Corporation  ("Stansbury"  or  "the  Company")  is  an
exploration  stage  mining  company  incorporated in the State of Utah on May 7,
1969, under the name Stansbury Mining Corporation. On June 10, 1985, the Company
was reorganized as part of an approved Plan of Reorganization under a Chapter 11
proceeding  pursuant to the Federal Bankruptcy Act. At that time, the authorized
capital  of  the  Company was also changed to 25,000,000 shares of common stock,
par  value  $.25 per share. The corporate name was changed to Stansbury Holdings
Corporation  in  March,  1990.  At  its annual shareholders meeting on April 30,
1999,  the  shareholders  approved  amendments  to the Articles of Incorporation
which  changed  the  authorized  capital of the Company to 100,000,000 shares of
common  stock,  par value $0.001 per share, as well as amendments establishing a
classified  board  and  providing  for  certain  indemnities  of  liability  for
directors.

     Since  December 12, 1994, the Company has obtained approximately $2,900,000
in  loans  from  shareholders  of  the  Company.  Of  this amount, approximately
$980,000  was  obtained  in  the  fiscal  year  ending  June 30, 1999. Such loan
proceeds  have  been used for developmental costs, operating expenses, taxes and
fees,  and  to  reduce  pre-existing  debts.

     In  the  fiscal year ended June 30, 1997, the Company decided to reclassify
its  assets  using,  according  to generally accepted accounting principles, the
"cost  basis"  of accounting for its assets that had been previously reported on
the  basis  of "fair market value." The Company made this change to be effective
as of June 30, 1996 so that the Company could restate its asset value as of that
date. As a result of this reclassification, the assets of the Company previously
stated  as  $36,811,743  as  of  June  30,  1996  under  the
former  accounting practice, were reclassified and restated to be $14,814,215 as
of June 30, 1996. See the 10-KSB/A for the fiscal years ending June 30, 1997 and
1998,  for further discussion of the reclassification and appraised value of the
asset.

     The  Company  has also considered the carrying value of its assets in light
of  Financial  Accounting  Standards  No. 121 ("SFAS 121"). SFAS 121 establishes
accounting  standards  for  the  impairment  of long-lived assets when events or
changes  in  circumstances  indicate  that the value of the asset as held by the
reporting  entity  may be lower than its fair market value. If the expected cash
flow  to  the reporting entity from the asset is less than the fair market value
of  the  asset,  an  impairment  loss  would  be recognized. After reviewing its
long-lived  assets,  the  Company  believes  that there were no material adverse
changes that would cause an impairment in value. The Company has also classified
its  asset  at  cost  rather  than  at  appraised  value, and the Company has no
intention  to  dispose  of  the  asset.

     In  addition,  the  Company  elected  to  write  down, as of June 30, 1997,
certain accounts payable totaling $75,892 to 30 different vendors which had been
carried  on  the  financial  statements  since  1991 for which the Company could
determine  no  documentary  justification.  Of  that  amount,  25% ($18,992) was
established as an accounts payable reserve and added back to accounts payable in
the  event  any  of  those creditors should make a valid claim. This reserve has
been  written  off  in two equal installments in fiscal years 1998 and 1999. The
Company  believes  that some of the accounts payable eliminated by the procedure
were  to  defunct  entities,  and  that  other  payables  were  paid,  but  were
erroneously  continued  to be reported as accounts payable. Due to prior changes
in  management,  accountants  and physical file locations, these errors had gone
undetected.  The age of the payables caused current management to question their
validity.  The  Company's  due  diligence  procedures,  corroborated  by  its
independent  auditors, indicated that these payables should no longer be carried
on  the  Company's balance sheet. The Company believes that none of the entities
whose  balances were so adjusted were affiliated with the Company, or any of its
present  or  past  officers,  directors,  employees,  consultants or affiliates.

     On  December  12, 1994, an election was held as a result of a proxy contest
by  shareholders'  committee.  As  a  result of that election, management of the
Company  was  transferred  to  a  new  management  group. The leadership of that
management  group  was changed by the Board of Directors on April 30, 1999, upon
the  announced  resignation of Edward C. Stanojev, Jr., as president. Mr. Aldine
J.  Coffman,  Jr.,  was  elected president, chairman and Chief Executive Officer
effective  May  15,  1999.

     Other  than  the  previously  mentioned  1985  "Reorganization,"  the
reclassification of assets effective as of June 30, 1996, and the June 30, 1997,
1998  and  the  1999  write  off  of  accounts payable, the Company has not been
involved in any bankruptcy, receivership, or similar proceeding, or in any other
material  reclassification,  merger,  consolidation,  or sale of any significant
amount of assets. The Company is in the process of closing on the acquisition of
the  Dillon Vermiculite Project in Madison and Beaverhead Counties, Montana, and
undertaking due diligence with respect to (1) a vermiculite exfoliating plant in
the  western  United States, (2) certain oil and gas properties and (3) electric
power  generating  projects  overseas. The Company has also entered into a joint
venture  (described  below),  which  the  Company believes will provide adequate
working  and  investment  capital  to  commence  certain  vermiculite operations
through  the  joint  venture.

         BUSINESS  OF  ISSUER

     The  principal  business  activity  of  the  Company  since  its  1985
reorganization  has  been  vermiculite  mineral  exploration  and  corporate
development.  Vermiculite  is a mica-like mineral which exfoliates (expands upon
rapid  heating)  to  produce  an  inert,  low-density  material with significant
thermal  qualities  -  it  does not burn and provides excellent heat resistance.
Untreated  vermiculite  is  commonly  used  as  an  active  component  of  wall
plasterboard.  The  exfoliated  product  is  used  extensively  as a lightweight
aggregate  in  fireproofing,  thermal  insulation,  acoustical  plasters,
horticultural growth media, and as a fertilizer carrier. Another major use is in
cementitious  coatings used to protect structural steel in commercial buildings.
Ground  vermiculite  is  also  used  as a filler for brake linings. New uses for
vermiculite  include  high  performance automotive seals and catalytic converter
mats,  and high temperature coatings for woven glass and ceramic fiber products.

     The  United  States  represents the world's largest vermiculite market. The
United  States  and  the  Republic  of  South  Africa each produce approximately
200,000  tons  of  vermiculite  concentrate  per  year.  Approximately 5% of the
domestic  production  is  exported  as  concentrate  and  manufactured products.
Consumption exceeds production and approximately 25% of the domestic consumption
of  vermiculite is supplied by imports from the Republic of South Africa and the
Peoples  Republic  of  China.

     (1)     THE  HAMILTON  VERMICULITE  PROJECT

     The  principal  project  of  the  Company has been the Hamilton Vermiculite
Project.  Since 1985, the Company has spent in excess of $2 million to establish
the  viability  of  the  proposed  vermiculite  mine near Hamilton, Montana. The
property  consists  of  mineral mining claims covering 1,750 acres, 10 air miles
east  of  Hamilton,  on  the  western  flank  of  Skalkaho  Mountain  within the
Bitterroot National Forest. The Company is of the opinion that the Hamilton site
represents  a large drilled vermiculite deposit available for development in the
western United States, and believes that there is sufficient proven ore deposits
to  support  a  mining  and  milling  operation  for  a  minimum  of  12  years.

     Mining operation proposed in a permit application in 1990 has been approved
by  the  U.S.  Forest  Service  based on an Environmental Impact Statement (EIS)
prepared  in  1994.  Samples  of the vermiculite ore at the Hamilton mining site
indicate  that  the  vermiculite  is  asbestos-free  and  that  there  will  be
substantial  amounts  of  recoverable  vermiculite  concentrates.

     (2)     THE  DILLON  VERMICULITE  PROJECT

     In  the  fall  of  1998,  the  Company  commenced  negotiations  with Simon
Grant-Rennick, a former director, who was the principal of the entity owning the
vermiculite  mining  claims  and mill known as the Dillon Vermiculite Project, a
group  of 65 unpatented mining claims, with a concentrating pilot mill, lying in
Beaverhead and Madison Counties, Montana. The negotiations led to agreements for
the  acquisition  by  the  Company  of  Elk  Creek  Vermiculite, Inc., a Montana
corporation, and its wholly owned subsidiary Dillon Vermiculite Limited LLC, the
latter  of  whom  is  the  owner  of  the  unpatented  mining  claims  and mill.

     The  Dillon  Vermiculite  Project  is the subject of an approved mining and
milling  plan of operations, approved in a Final Environmental Assessment issued
by  the  Bureau of Land Management and the Montana Department of State Lands, in
1999.  This  plan  allows a mining and milling operation of up to 30,000 tons of
vermiculite  concentrate  per  year.  The mill, as presently configured, has the
potential  of producing that quantity, although certain capital investments will
be required to achieve that level. The approved mining areas are estimated to be
mineral  deposits adequate to supply the mill for twenty years ore more. The ore
grade  of  this  identified  mill  feed  is approximately two and one-half times
richer  than  the  average  ore  grade  presently  identified  in  the  Hamilton
Vermiculite  Project.

     The  Company  intends  to lease the mining claims and mill to International
Vermiculite  Limited LLC, a Delaware limited liability company, of which it is a
50%  principal, and to conduct mining and milling operations through that entity
(see  below)

     (3)     THE  INTERNATIONAL  VERMICULITE  LIMITED  JOINT  VENTURE

     The Company is proceeding to lease the mining claims and mill of the Dillon
Vermiculite Project to International Vermiculite Limited LLC, a Delaware limited
liability  company,  of  which  it  is  a 50% principal. The shareholders of the
Company  approved  the  entry into this joint venture at the annual shareholders
meeting  on  April  30,  1999.

     The  other  50%  principal  of  International Vermiculite Limited is Nevada
Vermiculite  LLC,  a  Nevada  limited  liability  company,  composed  of certain
individuals  who  are employees and principals of Channel and Basin Reclamation,
Inc.  (owing  75% of Nevada Vermiculite), and Company directors James R. Hindman
and  Aldine  J. Coffman, Jr. (each owing 12.5% of Nevada Vermiculite). Under the
terms  of  the Operating Agreement governing International Vermiculite  Limited,
the  Company's  primary  responsibility  is  to  acquire  suitable  vermiculite
resources  for  lease  to  International  Vermiculite, while Nevada Vermiculite,
through its arrangements with Channel and Basin Reclamation, Inc., is to provide
working  capital for mining and milling by way of a cost plus operating contract
from  International  Vermiculite  to  Channel  and  Basin.

Channel  and  Basin  Reclamation,  Inc.,  is  a California based sand and gravel
operator,  with  annual  sales  over  $12,000,000. Dan McDonald, chief financial
officer of Channel and Basin, is a director nominee to the Board of Directors of
the  Company.

Final  Closing  on  certain  ancillary  matters  pertaining  to  the  Company's
acquisition  of the Dillon Vermiculite Project is anticipated to be completed in
October,  1999.  Channel  and  Basin  Reclamation  Inc.,  has  begun  certain
improvements  to  the  project,  including  rehabilitation  of  access roads and
repairs to the mill, which had been largely inactive for the last several years.
Production of vermiculite concentrate from the mill is anticipated in the fourth
calendar  quarter  of  1999.




GOVERNMENT  REGULATION

     The  Hamilton  Vermiculite  Project  is principally regulated by the United
States  Forest  Service, as to the land surface of the mining claims, the Bureau
of  Land  Management  as to the mineral estate, and by the Montana Department of
State  Lands.

     The  Dillon  Vermiculite Projects is principally regulated by the Bureau of
Land  Management  both as to the land surface of the mining claims and as to the
mineral  estate,  and  by  the  Montana  Department  of  State  Lands.

     The Dillon Vermiculite Project is fully permitted, and the reclamation bond
is  the  process  of  being  put  into  place.

     COMPETITION

         For a discussion of competition, please see ITEM 6 - PLAN OF OPERATIONS
"Current  Market  and  Competition"  of  this  Form  10-QSB.

     EMPLOYEES

     The  Company  has  its corporate offices at 8801 East Hampden Avenue, #200,
Denver,  Colorado  80231.  The  Company has three full time employees, Aldine J.
Coffman,  Jr.  (President  and  Chief  Executive  Officer),  Jeff  Wertz
(Vice-President,  Secretary  and Treasurer and Chief Financial Officer), and Dr.
James.  R.  Hindman  (Vice-President  and Chief Operating Officer), and one part
time  employee,  Carol  A.  Phillips,  Chief  Administrative  Officer.

     At the annual shareholders meeting on April 30, 1999, the following persons
were  elected  directors  of  the  company.

Class  1,  consisting of Jeffrey L. Wertz and James R. Hindman, whose terms will
           expire  in  2000;
Class  2,  consisting  of  Martin  J.  Peskin,  whose  term will expire in 2001;
Class  3,  consisting  of  Aldine  J. Coffman, Jr., and Edward C. Stanojev, Jr.,
           whose  terms  will  expire  in  2002.

Following  the  annual  shareholders  meeting,  the  Board of Directors at their
annual  meeting  on April 30, 1999, elected to the Board  the following persons:

     Daniel  McDonald,  as  a  Class 1 director, whose term will expire in 2000.
     Albert  N. Crawford, as a Class 2 director, whose term will expire in 2001.

Both  Mr.  McDonald  and  Mr.  Crawford  agreed to commence their terms upon the
effective  date  of certain insurance policies providing liability protection to
the  Board.  That  policy  is  currently  in  the  application  stage.

     The  Company  on  occasion  engages  experts and consultants as independent
contractors.

SPECIAL  NOTE  ON  FORWARD  LOKING  STATEMENTS

         Certain  statements  in  this  Form 10-QSB, under the captions "Plan of
Operations," "Description of Business," "Description of Property," and elsewhere
relate  to  future  events  and  expectations,  and  as  such  constitute
"forward-looking  statements"  within  the  meaning  of  the  Private Securities
Litigation Reform Act of 1995. For this purpose, any statements contained herein
that  are  not statements of historical fact may be deemed to be forward-looking
statements.  Without  limiting  the  generality  of  the  foregoing,  the  words
"believes,"  "assumes,"  "plans,"  "expects,"  "contemplates,"  and  similar
expressions  generally are intended to identify forward-looking statements. Such
forward-looking  statements  involve  known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the  Company  to be materially different from any future results, performance or
achievements  expressed  or  implied  by  such  forward-looking statements. Such
factors  include,  among  other  things,  the  following  considerations:

     (1)      The  Company may find that the amount of vermiculite determined by
the  analysis  of  site  samples from the Hamilton Vermiculite Project or Dillon
Vermiculite  Project  were  overestimated,  or
(2)     that  the  vermiculite contains more asbestos than anticipated, or is of
an  inferior  grade  than  assumed.

                                     ITEM 2

                            DESCRIPTION OF PROPERTIES

     Under  the  terms  of  the Operating Agreement of International Vermiculite
Limited,  all  vermiculite  operations  of  either  principal shall be conducted
through  International  Vermiculite  Limited.  International  Vermiculite  is
concentrating  its efforts initially on the Dillon Vermiculite Project, where an
existing  mill represents a significant capital investment that would have to be
replicated  at  the  Hamilton  Project.

(1)     THE  DILLON  VERMICULITE  PROJECT  MINE  AND  MILL

     (A)     PRIVATE  LAND  AND  IMPROVEMENTS: As part of the Dillon Vermiculite
Project,  the  Company's  wholly  owned  subsidiary  Dillon Resources Limited is
acquiring  under  a  contract  a  warehouse  and  ancillary  office  space  at a
railsiding  in  Dillon,  Montana. The site is a lease from a Montana railroad to
the  seller, who has the obligation to assign the land lease upon the completion
of  payment  for  the  improvements.  The  warehouse  is currently used to store
equipment  to be utilized in the mill located upon the unpatented mining claims,
and  can be utilized as an assay laboratory, field office, and rail loading site
for  vermiculite  concentrate.  The  Company's  Montana  counsel  has  opened
negotiations  with  the  railroad respecting the purchase of the land covered by
the  land  lease.

     (B)     UNPATENTED  LODE  MINING  CLAIMS:

     The  mining  property  consists  of  65  unpatented  lode  mining claims of
approximately  20 acres each, or a total of 1300 acres (slightly over two square
miles).  The  claims  were  originally  located with respect to a nickel anomaly
identified  on  the  property, and early exploration focused on that mineral. It
was  during  this  effort  that  widespread  occurrences  of  vermiculite  were
encountered.

     One  of  the original locators, Dr. Koehler P. Stout, professional engineer
and  professor  (retired)  from  Montana  Tech in Butte, Montana, who supervised
exploratory drilling operations on the property as part of his annual assessment
work,  has  records  of  over  100 drill holes which encountered ore. Additional
exploration  work  done  by companies which took options on the property include
nine  100 foot long trenches, all of which encountered vermiculite at commercial
grades.

     About  1990,  Lowell  Thomas  as  principal  of  a  lessee  of  the claims,
established  a  mining operation near a vermiculite surface manifestation on the
west  end  of the property, where he also built a concentration mill. During the
winter  of  1991, he shipped several carload equivalents of concentrated product
which  was  well received by the industry. Thereafter, he brought in an investor
who  enhanced  the  mill, and took product shipments to his exfoliating plant in
Canada.  The  operation remained undercapitalized, however, and reverted back to
Dr.  Stout  and  his  associates.

     In  1996, an option on the project was granted to Resource Vermiculite LLC,
of  which  Company  director  James  R. Hindman was then a member. A substantial
investment was made in rehabilitating the mill, and some vermiculite concentrate
was  again  shipped  to  the  industry.

     Resource  Vermiculite  assigned  its  option  on  the  project  to  Dillon
Vermiculite  LLC  in  1998.  Mr.  Thomas  was again involved in the project as a
principal,  with  Simon  Grant-Rennick, a former Company director and others. In
1998,  Dillon  Vermiculite  exercised  its  option  and  became the owner of the
project, following which it undertook a drilling program to identify ore sources
for a plan of operations. The Mining Permit (which included milling) was applied
for  in  1998, and granted to Dillon Vermiculite in 1999. The permit application
indicated  that  drilling had confirmed sufficient ore at a 25% grade to support
the  mill  at  30,000  tons  of concentrate output a year for a period of twenty
years.

     (C)     CONCENTRATION  MILL:  The  concentration mill consist of a building
(former  airplane  hangar)  of  approximately  60 by 40 feet, with a thirty foot
ceiling.  Outside  the  building, the mill "front-end" consists of certain gross
screening  processes to remove large waste rock, a dryer to remove moisture, and
a  pre-feed storage bin. Inside the mill are four double screened shaker screens
feeding six winnowing boxes. An additional six winnowing boxes are in storage at
the  warehouse  facility  in  Dillon,  and  will  be  re-installed  in the mill.
Concentrated  product  from  the winnowers  is stored in three silos adjacent to
the mill. Fuel tanks and a power plant are located outside the mill building. As
designed,  the  mill is expected to be able to take up to 35 tons an hour of ore
feed,  and  yield  4 to 5 tons per hour of concentrate. Tailings are returned to
the  open pit from whence the ore is mined, and reclaimed in place by contouring
and  seeding  the  surface.

(2)     THE  HAMILTON  VERMICULITE  PROJECT

     (A)     FEE LAND AND IMPROVEMENTS: The Company owns a small office building
and  surrounding  land  (1.25  acres)  at  Victor  Siding, Montana (southwestern
Montana),  which  can  be used for a field office (the "Field Office Property"),
and  which  building  is  adequate  to  use  presently  to  expand  exploration
activities.  The  Field  Office  Property  is  owned  in fee simple. The Company
believes  that  the condition of the Field Office Property is acceptable for its
purpose,  should  the  Company  be  able  to  commence  construction activities.

     (B)     UNPATENTED  LODE  MINING  CLAIMS  AND  MILL  SITE  CLAIMS:

         Prior  to November 1997, the Company leased 22 unpatented mining claims
in  Ravalli  County,  Montana,  which were a part of its 96 claim group that was
managed and developed under the name of "Western Vermiculite". Of the 96 claims,
the  Company held 74 directly as the party of record staking the claim or as the
successor  to  the  interest  of  the  party  of  record.

         In  November  1997,  the lessors of the 22 "leased claims" notified the
Company that the lease would not be renewed for a third ten-year term (the lease
having  commenced  in  1977). As a result, from November 1997 to September 1998,
the  Western  Vermiculite Project of the Company consisted of only the 74 claims
of  which  the  Company  was  the  locator.

     In September 1998, the original lessors of the 22 "leased" claims abandoned
those claims, and the Company located 22 new claims covering the same ground and
mineral  deposit as formerly embraced under the expired lease. The net result of
these  events is that the Company is now the holder of all 96 claims free of all
former  royalty  obligations.  This  new  set of claims and the development of a
mining  and milling project to exploit the Skalkaho Mountain vermiculite deposit
covered  by these claims is referred to as the "Hamilton Vermiculite Project". A
"mineral deposit" or "mineralized material" is a mineralized body which has been
delineated  by  appropriately  spaced  drilling  and/or  underground sampling to
support  a sufficient tonnage and average grade of metal(s). Such a deposit does
not qualify as a reserve, until a comprehensive evaluation based upon unit cost,
grade,  recoveries,  and  other  material  factors  conclude  legal and economic
feasibility.

     Under  the  original  Western  Vermiculite Project, the Company proposed to
build  an  open  pit  vermiculite mine, haul road, ore beneficiation plant, host
rock  waste  stockpile,  water  storage  tanks,  sedimentation  ponds  and
administrative and maintenance buildings. The Company has commenced construction
on  this original project proposed as part of the Environmental Impact Statement
study.  At  this  current  point  in  time,  the  Company's  mining experts have
recommended  that,  as  part of the new Hamilton Vermiculite Project, mining and
processing  on  the vermiculite property be commenced with a small mill designed
to  produce  the  larger  sized  vermiculite  concentrates  (Sizes 0, 1, and 2).

     The  Company  believes  that  the smaller scale of the Hamilton Vermiculite
Project's  initial  phase  will allow for a more cost effective means to develop
the  initial  market  for Hamilton vermiculite concentrates as well as to gather
critical  data for the design of a larger mill. It is possible that the Hamilton
Vermiculite  Project  will  be expanded in a stepwise manner until it eventually
achieves  the  overall  size  and production capacity originally proposed in the
Plan  of Operation discussed in the Final Environmental Impact Statement . It is
expected  that  the smaller initial development of the property will fall within
the  scope  of  the  Environmental  Impact  Statement.

         The  Company's  96  unpatented  mining and mill site claims, comprising
approximately  1,750  acres,  are  located  about 11 air miles East and slightly
North  of  Hamilton,  Montana. Access to the property is by an improved, private
road.  The nearest rail siding, located on the Montana Rail Link Railroad, is an
additional  9  miles  North  of  Hamilton, Montana, at Victor Crossing, Montana.

         The  mining and mill site claims lie near the crest of the south end of
the  Sapphire Mountains at an elevation of approximately 7,000 feet. The area is
part  of  the  Bitterroot  National Forest. The claims are also found within the
Skalkaho  igneous  complex  on the western flank of Skalkaho Mountain and in the
upper  portion  of  the  Saint  Clair  Creek drainage area. The Skalkaho igneous
complex  is  an  elongated  igneous body about four miles long and one mile wide
with  its  major  axis  tending  East-West.

         The  zone  of  interest  in  the  Skalkaho  igneous complex consists of
biotite  pyroxenite  exposures  which  contain  vermiculite.  Biotite is a sheet
silicate  mineral  that  alters  to  vermiculite  during the geologic weathering
process.  The  altered  mineral,  vermiculite,  has  desirable properties of ion
exchange  and  thermal exfoliation which are not present in the original biotite
mineral.  Principal  exploration  of  the  Company's  claims  to  date  has been
conducted on the ABM Ridge and Horse Ridge. These ridges are the most accessible
areas  of  the  deposit  and  have outcrops of ore which were first studied. The
average  depth  of  the vermiculite deposit thus far evaluated by drilling is 42
feet  on  the  ABM  Ridge  and  62  feet  on  the  Horse  Ridge.

         The  mine  proposed in the Environmental Impact Statement ("EIS") would
be  located on ABM Ridge and would involve disturbance of up to approximately 77
acres.  A  portion of the permit area is comprised of unreclaimed land disturbed
by  previous  mining activities. Prior mining operations at the proposed project
site  are documented in the EIS, and remnants of these operations are evident on
the  site.  At  the  request  of  the  US  Forest Service, the Company performed
reclamation  work  at  the  proposed  mine  site  in  September  1995.

     The  Company's  vermiculite  deposit  near  Hamilton,  Montana  was  first
identified as a potential deposit in the 1930s. Sporadic attempts have been made
to  develop  a mine at the property, with the most recent prior to the Company's
involvement  being in the late 1970s. Over the years, it has been referred to as
the Mt. Skalaho deposit, the Western Vermiculite deposit, the Grid Creek deposit
and,  most  recently,  as  the  Stansbury  Hamilton  Vermiculite  deposit.

     During  the  summer of 1986 the Company conducted a drilling program on the
Hamilton  vermiculite  deposit.  The  drilling  was performed by Boyles Brothers
Drilling  Company of Spokane, Washington, and consisted of 90 diamond core drill
holes  covering  the  ABM  Ridge  and  Horse  Ridge  areas. The drilling program
produced  over 9,500 feet of core. The core was split and representative samples
of each five-foot section of core were analyzed by an independent laboratory for
vermiculite  content.

     Two  estimates  of  the  contained  vermiculite  deposit  in  the Company's
Hamilton  property  have been made based on the analyses of the drilling program
samples.  The  first was made in 1987 by Western Resources Company and indicated
proven  and  probable ore reserves of 6.3 million tons of ore containing 628,000
tons  of  vermiculite.  The second estimate of vermiculite deposits based on the
same  drill  hole  and  analytical  data was made by Dr. James R. Hindman, now a
Director  of  the  Company, in 1992. This estimate indicated proven and probable
deposits  of 6.5 million tons of ore containing 656,000 tons of vermiculite. The
Company  considers  these  two  independent  calculations  to  be  essentially
identical.

     The  Company  is aware that there are a number of variables and assumptions
that  enter  into  the calculation of proven (verified by drilling) and probable
(extrapolated  from  nearby drilling) ore deposits. These include assumptions of
in-ground  ore  density  and  the  limitation of an acceptable ore grade cutoff.
There  are  other exposures of vermiculite ore outside ABM Ridge and Horse Ridge
and  the  Company  notes  that the area covered by the 1986 drilling program was
only 33 acres compared to a total 1,750 acres currently under claim. The Company
assumes  that  additional  drilling  will  verify  additional  deposits
within  the  ore  body.

     INVESTMENT  POLICIES

     The  Company  has  no  investments.

     GOVERNMENTAL  REGULATIONS  &  ENVIRONMENTAL  MATTERS

     Mineral  exploration and production is subject to environmental regulations
by  federal,  state  and county authorities. In most states, mineral exploration
and  production  is  regulated  by  conservation  laws  and  other  statutes and
regulations  relating  to  exploration  procedures,  reclamation, safety of mine
operations, employee health and safety, use of explosives, air and water quality
standards,  noxious  odors,  noise,  dust  and  other  environmental  protection
controls.  See Item 1, "DESCRIPTION OF THE BUSINESS -- Governmental Regulation."

                                     ITEM 3

                                LEGAL PROCEEDINGS

     The  only  pending  action  against  the  Company  is 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.
However,  a counterclaim has been filed against Wiles alleging that no amount is
due,  and  furthermore  that  Wiles  failed  to protect the best interest of the
Company  by  failure  to  have  required  tax  returns  filed  timely.

     Judgments  of  record  affecting  title  to the Hamilton Project include: a
claim  of  lien  filed  by  the  State  of  Montana  in January, 1993, for $658,
reflected  on  the  financial  statements  as an account payable, and 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 September 30, 1999 principal and accrued interest totaled
$134,798.64  (  As  of  September  30,  1998).

     Other  judgments  against  the  Company,  which  appear  in  the  financial
statements as accounts payable, include a judgment obtained by Mike Bauernfiend,
in Bergen County, New Jersey for $7,000, a judgment obtained by Martineau & Co.,
in  Salt  Lake  City,  Utah,  for  $8,000,  and  a  judgment  obtained  by Bruce
Blessington,  in Salt Lake County, Utah, for $26,293. These judgments remain due
and  payable  by  the  Company  as  of  September  30,  1999.

                                     ITEM 4

               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The  Company  conducted  an annual meeting of its shareholders on April
30,  1999,  and,  submitted  seven  matters to a vote of security holders. Those
matters,  and  the  results  of  the votes of the shareholders, were as follows:

1.     Approval  of  the  Company's  entry  in  the  Joint  Venture  with Nevada
Vermiculite  L.L.C.,  to develop vermiculite projects through that joint venture
under  the  name  of  International  Vermiculite  Limited  L.L.C.

2.     Approval  of  the  Amendment of the Articles of Incorporation to increase
the  authorized  capital  of  the company from 25,000,000 shares of common stock
having  a  par value of $0.25 to 100,000,000 shares of common stock having a par
value  of  $0.001  per  share.

3.     Approval of the Amendment of the Articles of Incorporation to provide for
the  indemnification  of directors and officers of the company in any proceeding
that  may  be  brought by shareholders or third parties and pay for or reimburse
the  reasonable  expenses  incurred  by  such  proceeding  .

4.     Approval of the Amendment of the Articles of Incorporation to provide for
a  classified  board  of  directors  (as stated in the language of the amendment
contained  in  the  proxy  statement).

5.     The  election  of  five  members of the board of directors who will serve
until  their  respective class expires at the annual meetings of shareholders to
be held in 2000, 20001, and 2002, or until their earlier removal or resignation,
as  follows:

Class  1,  consisting  of  Jeffrey  L. Wertz and James Hindman, whose terms will
expire  in  2000;

Class  2,  consisting  of  Martin  J.  Peskin,  whose  term will expire in 2001;

Class  3,  consisting  of  Aldine  J. Coffman, Jr., and Edward C. Stanojev, Jr.,
whose  terms  will  expire  in  2002.

6.     Approval  of  the  1999  Stock  Option  Plan.

7.     Approval  of  the  selection  of  Haugen  Springer  &  Co.  P. C., as the
Independent  Auditors  of  the  Company.



<TABLE>
<CAPTION>
            ISSUE                               IN FAVOR              AGAINST                ABSTAIN        % IN FAVOR
                                            OF VOTES CAST
                                          EXCL. ABSTENTIONS
<S>                                 <C>                            <C>                  <C>              <C>

Item 1, International Vermiculite
  LLC JV . . . . . . . . . . . . .                   8,250,420                  392                 320      99.9952 %
Item 2, Amendment, Authorization .                   7,662,541              247,151             341,440      96.7746 %
Item 3, Amendment, Dir. Indemnity.                   7,717,372              501,282              32,478      93.5045 %
Item 4, Amendment, Dir Classified.                   8,083,879              155,253              12,300      98.0794 %
Item 5, Election of Directors
  Nominated in Proxy . . . . . . .                   8,206,388               27,704              19,040      99.6868 &
Item 6, Employee Stock Option Plan                   7,884,029              281,269              85,834      96.4324 %
Item 7, Selection of Auditor . . .                   8,249,832                  160               1,140      99.9981 %
</TABLE>

<PAGE>

                                     PART II

                                     ITEM 5

                             MARKET FOR COMMON STOCK
                         AND RELATED SHAREHOLDER MATTERS

         The  Company's Common Stock is quoted on the Nasdaq Electronic Bulletin
Board  under  the  symbol  "STBY". The following table sets forth the "high" and
"low"  price  of  the  Company's Common Stock for the periods indicated in 1996,
1997,  1998  and  1999.
<TABLE>
<CAPTION>
CALENDAR                    OPEN   HIGH    LOW   CLOSE
<S>                         <C>    <C>    <C>    <C>
7/1/95-9/30/95 (1st Qtr) .  .1875  .4375    .06   .487
10/1/95-12/31/95 (2nd Qtr)    .31    .40    .06    .18

1/1/96-3/31/96 (3rd Qtr) .   .147   .312    .05   .312
4/1/96-5/30/96 (4th Qtr) .   .375    .50    .05   .437
7/1/96-9/30/96 (1st Qtr) .   .125  .3125  .0625    .19
10/1/96-12/31/96 (2nd Qtr)    .15    .18    .11    .11

1/1/97-3/31/97 (3rd Qtr) .    .11    .14    .10    .10
4/1/97-6/30/97(4th Qtr). .    .10   .105   .015    .06
7/1/97-9/30/97 (1st Qtr) .   .065    .09  .0525    .07
10/1/97-12/31/97 (2nd Qtr)    .07    .22  .0625    .14

1/1/98-3/31/98 (3rd Qtr) .    .14    .15    .07    .07
4/1/98-6/30/98 (4th Qtr) .    .07    .39    .05    .36
7/1/98-9/30/98 (1st Qtr) .    .14    .15    .07    .07
10/1/98-12/31/98 (2nd Qtr)    .07    .39    .05    .36

1/1/99-3/31/99 (3rd Qtr) .    .38    .55    .25    .32
4/1/99-6/30/99 (4th Qtr) .    .32    .42    .23    .29
7/1/99-9/30/99 (1st Qtr) .    .29    .47    .16    .18
</TABLE>
     The  Company  makes  no  representation as to whether there is an efficient
market  for  its  stock;  or  that market prices reflect either the value of the
Company's  shares or current and available information concerning the Company or
its  prospects.  Rather, the quotations represent prices in the over-the-counter
market  between  dealers  in  securities, and do not include or reflect markups,
markdowns  or commissions, and do not necessarily represent actual transactions.

         On September 30, 1999, the last reported sale price of the Common Stock
was  $0.18  per  share.  As  of  September 30, 1999, there were 3,745 holders of
record  of  the  Common  Stock,  with  48,159,234 shares issued and outstanding.

         The Company has not paid any dividends on its Common Stock. The Company
intends  to  retain  any  earnings  for use in its operations and to finance the
development  and  the  expansion of its business, and does not anticipate paying
any  dividends  on  the  Common  Stock in the foreseeable future. The payment of
dividends  is  within  the  discretion  of the Company's Board of Directors. Any
future decision with respect to dividends will depend on future earnings, future
capital  needs  and the Company's operating and financial condition, among other
factors.  See  "Plan  of  Operations."

                                     ITEM 6

                               PLAN OF OPERATIONS

GENERAL

     The  Company  is  currently  directing  its  efforts  to:

(1)     through  the  International Vermiculite joint venture, conducting mining
and  milling  operations  on  the  Dillon  Vermiculite  Project;

(2)     on  its  own,  initiate a re-assessment of its resources at its Hamilton
Vermiculite  property,  and  through  International Vermiculite, commence a high
grade  mining  operation  with limited milling, utilizing if possible the Dillon
Project  Mill  for  final grade concentration, The Company's mining experts have
recommended  that  mining  and  milling  operations  at the Hamilton property be
incrementally  phased in with the first stage being a small pilot plant designed
to  produce up to 1,000 tons per month of coarse-sized vermiculite concentrates.
The  Company  believes  that  this  will  allow  for  a much more rapid and cost
effective  way  to begin producing vermiculite concentrates to market and to use
as  feed material at such time as the Company becomes involved in the processing
of  vermiculite  into  end  user  products.  It  will be the Company's intent to
perform  additional  drilling programs on the claims on the Hamilton property as
part of the joint venture. Current ore deposit estimates are based solely on the
results  of  a  drilling program performed in 1986. Although the results of this
program  are considered valid, the area covered by the drilling program was only
a  fraction  of  the  mapped  and  inferred  vermiculite  deposit.

(3)     on  its  own  or  through  International  Vermiculite,  continue  the
acquisition  of  other  vermiculite  deposits  and  related businesses that will
provide  a  significant  market presence in the vermiculite industry. Situations
that  are currently being investigated include the acquisition of an active mine
and mill in Brazil and the acquisition of an exfoliating plant in California. It
is  the  intent  of the Company to engage, through International Vermiculite, in
the exfoliation of vermiculite concentrates and the preparation and marketing of
vermiculite  products.

     (4)     investigating  non-vermiculite  natural  resource  investment
opportunities  with  the goal of establishing a cash flow to support the general
and  administrative  overhead of the Company. Among these investigations are oil
and  gas  programs  in  Texas,  and  electric  power  projects  abroad.

                   CURRENT VERMICULITE MARKET AND COMPETITION

     All  of  the vermiculite that is now being mined in the United States comes
from  mines  in  Virginia  and  South Carolina. W.R. Grace & Company has a large
vermiculite operation near Enoree, South Carolina, which is capable of producing
approximately  100,000  short tons of vermiculite concentrate per year. Virginia
Vermiculite Ltd. produces vermiculite from a mine near Woodruff, South Carolina,
and  from  a  mine near Louisa, Virginia. The Company believes that the combined
output  of Virginia Vermiculite Ltd. is approximately 90,000 tons per year. Both
Grace  and Virginia Vermiculite consider their reserve and production data to be
confidential  so the Company's estimates of their production are approximations.

     There is one other small mining operation in South Carolina. This operation
was  for  many  years  known  as  Patterson Vermiculite and was recently sold to
Palmetto  Vermiculite.  This  operation has historically produced vermiculite at
the  rate  of  15,000  tons per year. The sum total of all three companies is an
estimated  maximum  production  capacity  of  205,000  short  tons  per  year.

     The  Company  believes  that vermiculite produced from its joint venture at
the Dillon property will be competitive with South Carolina and Virginia sources
throughout  the  western  United States and Canada. There is no vermiculite mine
currently  active  in  the  western  United  States.

     At  one  time, Grace also operated a mine and mill near Libby, Montana. The
Libby  operation  was  the  largest  vermiculite mine and mill in the history of
commercial  vermiculite  and  had  annual  production  exceeding 225,000 tons of
concentrate.  The  Libby operation was terminated and the land reclaimed over 10
years  ago.

     Currently,  substantially  all  of the vermiculite imported into the United
States  and  Canada  comes  from  either  the  Peoples  Republic of China or the
Republic  of  South  Africa.  The  amount  of  vermiculite  arriving at ports in
California  and  Washington  is quite small and relatively high priced. Although
the  possibility  of  larger  and  lower  cost shipments of imported vermiculite
landing  on  the  Pacific  Coast  is  possible,  the  Company  believes that the
information  available  at  this  time is insufficient to allow it to reasonably
predict  its  potential  impact  on  the  marketability of Hamilton vermiculite.

ACQUISITIONS

     On  December  30,  1998,  the Company announced that it has had discussions
with  the  principal  owner  and  operator  of a mining and milling operation in
Brazil,  with a goal to conclude the proposed acquisition in 1999, and a general
term  sheet  has been exchanged. The understanding contemplates that the Company
will provide an initial mill expansion to increase the production of vermiculite
concentrate  to  50,000 tons per year. The Company believes that the vermiculite
deposits  of  the  project  are  in  the  range  of  10  million  tons  of  ore.

     At  the  present stage of negotiations, the terms remain non-binding on the
parties.  The  establishment  of the International Vermiculite joint venture has
compelled the Company to defer this project until the Dillon Vermiculite Project
is  in  operation.

EXPLORATION  STAGE  ACTIVITIES

     Nevada  Vermiculite  LLC has located 16 unpatented mining claims in Nevada,
and  has filed a plan of operations with the BLM to conduct exploratory drilling
on  the  project. The Company would expect to participate in this project should
the  drilling program prove successful, since actual mining and milling would be
conducted  through  the  International  Vermiculite  joint  venture.

     The  Company  also 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.

LIQUIDITY  AND  FINANCE

         The  Company  has  been  inactive  and  non-operating  for  years;
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.  No actual mining has occurred since the
Company  acquired  such  properties in 1984. The Company has had no income since
1991,  and  has utilized proceeds of loans from shareholders and the issuance of
capital  stock  for  meeting  its operating capital commitments. The Company has
entered  into  a  joint venture to facilitate the development of its assets, and
the  Company anticipates that the joint venture partner will provide the working
capital  needed  to  fund  mining  and  milling operations of the joint venture.
Funding  for  Company  general and administrative expenses is not expected to be
satisfied  by  this source, and further funding from shareholders is expected to
be  required  in  the  1999-2000  fiscal  year.

In  October  of  1998,  Nevada  Vermiculite provided the funding to Stansbury to
discharge  the  debt  to  its  largest  creditor,  Southern  American  Insurance
Corporation in Liquidation. The creditor Southern American Insurance Company had
been in liquidation under the supervision of the Utah State Insurance Commission
since  1991.  The liability to this creditor from principal and accrued interest
were  in  excess  of  $2,056,474.  This  liability, which dates back to the late
1980s,  had  been  secured  by a first mortgage on the vermiculite claims at the
Hamilton  site,  the  Company's  major  asset.  The  liability  has  been
settled.  The  amount  of  the settlement was $130,000, which the Company raised
through the issuance of a convertible note in that amount to Nevada Vermiculite,
secured  by  the  equitable  assignment  of  the  secured  position of creditor.

<PAGE>

YEAR  2000  COMPLIANCE

     The  Company  is a participant in a joint venture pursuant which it expects
will  commence  active  mining  and milling operations during calendar 1999. The
Company  has not yet begun to institute active operations, to select vendors, to
purchase  equipment, including either information technology ("IT") equipment or
non-IT  systems, nor secure customers; therefore, the Company cannot yet measure
the  consequences  of  its  not  being  prepared  for the Year 2000, the cost of
becoming  prepared,  or  the  risks  the  Company  faces from preparation for or
failure  to  be  prepared  for  the  Year 2000, nor is it yet able to devise any
contingency  plans.

                                     ITEM 7

                              FINANCIAL STATEMENTS

     The  financial  statements  are  included  herein  beginning  at  page F-1.

                                     ITEM 8

                        CHANGES IN AND DISAGREEMENTS WITH
               ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

     On  May 13, 1996, the Company announced that it had engaged the services of
Taylor  & Company ("Taylor"), a firm of independent certified public accountants
in Salt Lake City, Utah, to perform an audit of its financial statements for the
fiscal  year  ending  June 30, 1996, and for the prior four fiscal years. Taylor
replaced  the  former  auditors,  Arthur  Anderson,  LLP  (see  below). Taylor's
engagement letter was signed on April 29, 1996 and the initial retainer was paid
on  May  6,  1996.  The  report  of  the audit for the year ending June 30, 1996
appeared as Item 7 of the Form 10-KSB, as filed with the Securities and Exchange
Commission  on  March  17,  1997.

     In  August  of  1997,  the accounting and auditing practices of Taylor were
purchased,  and  consolidated  into  the Ogden, Utah certified public accounting
firm  of  Sellers & Associates, CPAs ("Sellers"). The Company agreed to continue
to  use the surviving Sellers firm for the audit services for the fiscal periods
ending  June  30,  1997  and  June  30,  1998.

     The  Company's  Board of Directors appointed Dr. Martin J. Peskin, who also
serves  as an outside director, to serve as Chairman of the Audit Committee. Dr.
Peskin,  after  having  consulted with the Board, recommended to shareholders at
the  annual  shareholders  meeting  on  April  30, 1999, to approve changing the
Company's  Auditors  to  Haugen,  Springer  and  Company,  Certified  Public
Accountants,  Denver,  Colorado  ("Haugen")  to  replace  Sellers,  which  the
shareholders  overwhelmingly  approved.  Haugen  has  expertise  in  the natural
resource  industry, and will be able to provide additional consultation services
to  management.  Haugen  is  conveniently located to Mr. Aldine J. Coffman, Jr.,
President  and  Chief  Executive  Officer.

     Sellers  served  as  the  Company's  independent  accountants  to audit the
financial  statements  of  the Company for the fiscal years ending June 30, 1997
and June 30, 1998. Sellers' audit reports on the Company for the last two fiscal
years  (or  Taylor's  audit  reports for the fiscal years ending June 30, 1992 -
1996)  did  not  contain any adverse opinion, or disclaimer of opinion, nor were
any  such  reports  modified  as  to  uncertainty,  audit  scope  or  accounting
principles.

     Haugen  audited the financial statements of the Company for the fiscal year
ending  June  30, 1999. Haugen's audit report on the Company did not contain any
adverse opinion, or disclaimer of opinion, nor were any such reports modified as
to  uncertainty,  audit  scope  or  accounting  principles.

     With  respect  to these financial periods, there have been no disagreements
with  the  Company's  independent accountants Sellers or Haugen on any matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedure  which disagreement, if not resolved to the satisfaction of
such  accountants,  would  have caused such accountants to make reference to the
subject  matter  of  the  disagreement(s)  in  connection  with  their reference
report(s)  thereon during the Company's fiscal years of those periods. A copy of
the  Sellers'  resignation  letter  appears  as  Exhibit  "16.1"  hereto.

     For  the fiscal periods ending June 30, 1990 and June 30, 1991, the Company
had engaged Arthur Andersen as their independent accountant. An audit engagement
was  not  requested  by  the  Company  until the spring of 1995. In 1994 a proxy
solicitation was made to install a new board of directors. At that time, the new
board  approached  Arthur Andersen to consider accepting the engagement to audit
the fiscal years ending June 30, 1992, June 30, 1993, June 30, 1994 and June 30,
1995.  Also  at  that  time,  Arthur  Andersen  was owed $20,050 for prior audit
services  dating  back  four  years  to 1991. Arthur Andersen was paid in fiscal
1996,  but  declined  to  accept  the  engagement.  Taylor was approached by the
Company  and  they did accept the audit engagement for those periods, as well as
June  30,  1996, and then, as Sellers, June 30, 1997 and June 30, 1998. Although
Arthur  Andersen  did  not  accept  the  engagement  in  1995  to audit the four
identified  fiscal periods, the audit reports for the fiscal periods ending June
30, 1990 and June 30, 1991 did not contain any adverse opinion, or disclaimer of
opinion,  nor  were  any such reports modified as to uncertainty, audit scope or
accounting principles. Further there had been no known disagreements with Arthur
Andersen  on  any  matter  of  accounting  principles  or  practices,  financial
statement  disclosure, or auditing scope or procedure which disagreement, if not
resolved  to  the  satisfaction  of  such  accountants,  would  have caused such
accountants  to  make  reference to the subject matter of the disagreement(s) in
connection  with  their  reference report(s) thereon during the Company's fiscal
years  for  the  periods  of  those audit reports. The account payable to Arthur
Andersen  was  paid  in  1995,  and  Taylor  corresponded  with  Arthur Andersen
concerning  work  papers  and  other normal correspondence between successor and
predecessor  auditors.  A  Form  8-K was filed in 1995 regarding a change in the
Company's  auditors,  and  the accountants resignation letter was attached as an
exhibit to that Form 8-K. There is no reference in Taylor's audit reports to any
disagreements  or adverse issues between the predecessor auditor and management.
There  are no Company records to indicate that the selection of Taylor & Company
was  recommended  or  approved  by an audit or similar committee of the Company.
However,  in  the  proxy  solicitation  in  1994  the new board of directors was
empowered  to  select  a  new  auditor  as  deemed  necessary  by  the  Company.


                                    PART III

                                     ITEM 9

   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                        SECTION 16(A) OF THE EXCHANGE ACT

         The  following  persons  are  currently  the  executive  officers  and
directors  of  the  Company  as  of the date of the filing of this report. Their
dates  of service with the Company are set forth next to their respective names:

 Aldine  J.  Coffman,  Jr.,  age  59,  currently  Chairman, President, and Chief
Executive
Officer,  since  May  15, 1999, has served as Executive Vice President and Chief
Administrative  Officer and as a Director of the Company since October, 1998. He
served  as  the  Chief  Financial  Officer of International Methane Corporation,
LTD.,  a  Belize  company,  specializing  in  energy,  with  offices  in Denver,
Colorado,  from  September  1993  to  June  1995,  and  as  such company's Chief
Executive  Officer  from  June  1995 to March 1997. Mr. Coffman also served as a
Director  of  such  company  from September 1993 to the present. Mr. Coffman has
owned  his  own management services company, Far Country Services, Inc., located
in  Cherry  Hills  Village,  Colorado,  since 1992, for which he serves as Chief
Executive  Officer.

     Jeffery  L.  Wertz,  age 41, has served as a Director, Secretary, Treasurer
and  Chief  Financial  Officer  of  the  Company  since  June 1997, where he has
provided  all  aspects  of  accounting  and compliance reporting services to the
Company.  From  January  1998 until December 1998, Mr. Wertz served as the Chief
Financial  Officer  of  Auction Television Network, Inc., an Arizona corporation
located  in  Warminster,  Pennsylvania,  and its wholly owned subsidiary, Single
Source  Technology,  Inc.  He  served  as  the  Corporate  Accountant, providing
accounting  and  reporting services, for Penn Independent, an insurance company,
located in Hatboro, Pennsylvania from June 1995 to December 1997. Mr. Wertz also
served  as  the Property Management Accountant for Pacific Southwest Mortgage, a
property  management  company,  located  in San Diego, California, from December
1992  until  May  1995,  where  he  provided  property  accounting  services for
professional  Southern  California  office  and  medical  complexes.  Mr.  Wertz
received  his  Masters  Degree in Accounting, specializing in taxation, from San
Diego  State University in 1991, where he also received his Bachelor's Degree in
Finance,  Summa  Cum  Laude  in  1989.

         James  R.  Hindman,  Ph.D.,  age  52, has served as a Director and Vice
President,  in charge of operations of the Company, since June 1997. Since 1995,
Dr.  Hindman  has  had his own consulting firm, Vermiculite Technologies, out of
Dillon,  Montana.  From  1978  to  1985  Dr.  Hindman was employed as the Senior
Metallurgist  by  W.R.  Grace  &  Company,  at  their Libby, Montana vermiculite
operation.  Dr.  Hindman  received  a  Bachelor  of Science degree in Geological
Sciences  from  the University of Southern California, and a Ph.D. in Geological
Sciences  from  the  University  of  Utah.

         Dr.  Martin  J. Peskin, age 61, has served as a Director of the Company
since  February 1995, and as an outside Director of the Company since July 1997.
Prior  to 1996 he served in various executive officer capacities of the Company.
Mr.  Peskin  retired from his dentistry practice in 1991 and since that time has
been  managing  his  private  investment  portfolio.

     Edward  C.  Stanojev, Jr., age 45, currently a director of the Company, has
served as a Director since May of 1997, and as President of the Company from May
1997  to  May  15,  1999. He is also the President of Bidnow.com, Inc., formerly
Auction  Television Network, Inc., an Arizona corporation located in Warminster,
Pennsylvania,  specializing in Internet software technology, a position which he
has  held  since May 1997. Mr. Stanojev also served as President of AHS, Inc., a
Pennsylvania  corporation,  located in Warminster, Pennsylvania, specializing in
debt  restructuring, a position which he has held since August 1994. From August
1980  until  August 1994, Mr. Stanojev served as President of Accu-Weld, Inc., a
Pennsylvania corporation, located in Philadelphia, Pennsylvania, specializing in
window  manufacturing  and sales. In 1989 and 1990, Accu-Weld, Inc. Was involved
in  a  corporate  consolidation  during which accounting personnel were changed.
During  this period, Accu-Weld, Inc. was accused of failing to properly file its
required  tax  reports  with  the  State  of  Pennsylvania.  As a result of this
failure,  Mr.  Stanojev  and  two  other officers of Accu-Weld, Inc., in October
1995, pleaded nolo contendere to misdemeanor charges, including willful failures
to  remit  sales  tax  and willful failures to pay state income tax. Each of the
three  officers were fined $56,000 plus court costs, and placed on probation for
six  months,  which  probation  was  terminated  after  three  months.


                                     ITEM  10

                             EXECUTIVE  COMPENSATION

NAME                COMPENSATION

ALDINE  J.  COFFMAN,  JR.
                    As  a  director  and  officer  from  January  1,  1999,
                    through  June 30, 1999,  a  salary  of  $12,500  per  month,
                    including  director's  services.  From  July  1,  1999,  to
                    present,  a  salary     of  $15,000  per  month,  including
                    director's  services.  On October  24,  1998,  appointed
                    a  Director,  and  Chief     Administrative  Officer  and
                    Executive Vice  President of the company, at a compensation
                    From his appointment through the end of 1998,  of  $35,000.

EDWARD  C.  STANOJEV,  JR.
                    A  sign-on  bonus  of  500,000  shares  of  common  stock,
                    no  compensation  for  services  prior  to  July  1,  1997,
                    and  a  monthly  compensation  thereafter  as  an
                    independent     contractor,  of  $6,000  per  month,
                    payable  when  available     until  December  31,  1998;
                    Thereafter,  through  May  30,  1999,  as  an  employee  at
                    $6,000 per  month. currently, a  director  only, at $1000
                    per month.

JEFFREY  L.  WERTZ
                    A  sign-on  bonus  of  200,000  shares,  and  a  monthly
                    compensation  thereafter  as  an  independent  contractor,
                    for services as an  officer and director, of $5,250 per
                    month, June  1997, through  December  1998,  payable  when
                    available. Thereafter,  as an  employee,  at  $6000  per
                    month  to  present,  which includes  compensation  as
                    director.

JAMES  R.  HINDMAN,  PH.D
                    A  sign-on  bonus  of 500,000 shares of common stock, and  a
                    monthly compensation  thereafter  as an independent
                    contractor, for  services  as  an  officer  and  director,
                    of $3,000  per month  through  March  31,1999;  thereafter,
                    as  an     employee, at   $6000  per  month  to  present,
                    which includes  compensation as   director.

MARTIN  J.  PESKIN,  DDS
                    As a director, $1000 per month since June 30, 1999.
                    Dr.  Peskin  received  372,000  common shares of the Company
                    for services as  director  and  officer  for  the  period
                    prior  to  July 1,  1999.

     Directors  and  officers  are  entitled  to  receive reimbursement of their
reasonable  and  necessary  out-of-pocket expenses, as documented and submitted.

EXECUTIVE  REMUNERATION

     The  following  table provides information with respect to the compensation
paid to the above named directors and executive officers. There was no executive
officer  whose  salary  was in excess of $100,000 for any period in fiscal 1999,
although  total  compensation  to  Mr. Coffman in fiscal 1999 exceeded $100,000.


<TABLE>
<CAPTION>
                                           SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------------
                                           ANNUAL COMPENSATION                                 LONG TERM
                                                                                             COMPENSATION
---------------------------------------------------------------------------------------------------------------
(a)                (b)                 (c)                 (d)                    (e)                   (f)
                                                                                                    Restricted
Name And                                                                       Annual                 Stock
Principal         Fiscal Year                                                  Compen-               Award(s)
Position          Ended June 30      Salary ($)          Bonus ($)             sation ($)              ($)
<S>                <C>                 <C>                 <C>                    <C>                   <C>

Aldine J.          1999                77,500                                     $30,000
Coffman, Jr.
President, CEO


Edward C.          1999                $24,000(1)                                 $12,000(2)            $125,000
Stanojev, Jr.      1998                $60,000(1)                                 $12,000(2)
President          1997                 $6,000(1)                                  $2,000(2)
(Resigned 1999)    1996


Jeff Wertz         1999                $60,000(3)                                 $12,000(2)            $50,000
Secretary,         1998                $39,000(3)                                 $12,000(2)
Treasurer and      1997
Chief Financial    1996
Officer


James R.           1999                $30,000             18,000                                       $218,750
Hindman, Vice      1998                                    36,000                 $12,000(2)
President          1997                                     3,000                   1,000(2)


Martin J. Peskin   1999                                                                                 $12,000(3)
Outside Director   1998                                                                                 $18,000(3)
                   1997                                                                                 $30,000(3)
                   1996                                                                                 $30,000(3)
-------------------------------------------------------------------------------------------------------------------
<FN>
(1)     This  amount  reflects  the  salary earned but not paid to Mr. Stanojev;
such  salary  is  due  and  owing  to  Mr.  Stanojev.
(2)     Each Director receives Director's Fees of $1,000 per month; however, the
Directors  fees  have not been paid to the Directors and such Directors fees are
due  and  owing  to  each  Director  .
(3)     $62,000  of these amounts has been earned but not paid to Mr. Wertz; the
accrued  unpaid  salary  of  $62,000  is  due  and  owing  to  Mr.  Wertz.
(4)     Mr.  Peskin  received  Directors  fees  of $2,500 per month through July
1997,  since  such  time Mr. Peskin receives Directors fees of $1,000 per month;
however, all such Directors fees have not been paid and are due and owing to Mr.
Peskin.
</TABLE>

<PAGE>
                                     ITEM 11

                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

     The  following  table  sets  forth the shares of the Company's Common Stock
beneficially  owned at September 1, 1999, by (i) each person known to management
of  the  Company  to  be the beneficial owner of more than 5% of the outstanding
shares  of  the Company's Common Stock, (ii) each Director of the Company, (iii)
each  executive officer of the Company named under "Executive Remuneration," and
(iv)  all  executive  officers  and  Directors  of  the  Company  as  a  group.


<TABLE>
<CAPTION>


NAME                                            POSITION  WITH  COMPANY             SHARES  BENEFICIALLY  OWNED  (1)
----                                            --------------------------     ----------------------------------------
Executive  Officers                                                                Number(2)              Percent  (2)
And  Directors:(5)
-----------------------------------------------------------------------------------------------------------------------


<S>                                             <C>                                <C>                    <C>
Aldine J. Coffman, Jr                           President and Director
Current   (3);(4). . . . . . . . . . . . . . .                                          62,500                    *
Potential (3);(4). . . . . . . . . . . . . . .                                         687,500                    1.3%

Edward C. Stanojev, Jr.. . . . . . . . . . . .  President and Director                 574,202                    1.2%

Jeffery L. WertZ                                Vice President, Chief                  200,000                    *
  Financial Officer (principal
  Financial officer) and
  Director

James R. Hindman, Ph.D.. . . . . . . . . . . .  Vice President, Chief
  Operating Officer and
  Director
Current   (3);(4). . . . . . . . . . . . . . .                                         875,000                    1.8%
Potential (3);(4). . . . . . . . . . . . . . .                                       1,500,000                    2.8%

Dr. Martin J. Peskin                            Director.                            1,582,659                    3.3%


All Directors and executive
officers as a group (5 persons)
Current   (3);(4). . . . . . . . . . . . . . .                                       3,294,361                    6.9%
Potential (3);(4). . . . . . . . . . . . . . .                                       4,544,361                    8.6%
Beneficial Owners Of More
Than 5%

Nevada Vermiculite (3) . . . . . . . . . . . .                                       5,000,000                    9.5%
----------------------------------------------------------------------------------------------------------------------
<FN>
*     Less  than  1%

(1)     Unless  otherwise  indicated,  each  shareholder  has  sole  voting  and
investment  power  with  respect  to  the Common Stock indicated as beneficially
owned  thereby.

(2)     In accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  shares  that are not outstanding, but that are
subject to warrants, options or conversion privileges exercisable or convertible
within 60 days of the date of this report on Form 10-QSB, have been deemed to be
outstanding  for  the  purpose of computing the percentage of outstanding shares
owned  by the individual having such right, but have not been deemed outstanding
for  the  purpose  of  computing  the  percentage  for  any  other  person.

(3)     As  12.5% owners of Nevada Vermiculite, Messrs. Hindman and Coffman each
may  receive  12.5%  of  the  5,000,000  warrants  issued to Nevada Vermiculite.
(4)     Current  outstanding  at  September  10,  1999  is 47,282,702; Potential
outstanding  with  exercise  of  all  Nevada  Vermiculite  5,000,000 warrants is
52,282,702.
(5)     Unless  otherwise  indicated,  the  address  for  each  Director  is c/o
Stansbury Holdings Corporation, 8801 East Hampden Avenue, #200, Denver, Colorado
80231.
</TABLE>

<PAGE>

                                       26
                                     ITEM 12

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On  August  25,  1998,  the Company entered into an Accord and Satisfaction
with  Merwin U. Steward as Liquidator of Southern American Insurance Company and
Commercial Surety and Insurance Corporation ("Liquidator"). At that time the two
companies  in liquidation held interest in a first mortgage on the properties of
the  Hamilton  Vermiculite Project (fee lands and mining claims), with an amount
due  in  excess  of  $2,056,474  principal  and  interest  inclusive.

     Under  the terms of the Accord and Satisfaction, the Company was to pay the
sum  of $130,000 to the Liquidator, in consideration of the Liquidator releasing
all  claims  against  the Company, including security interests in properties of
the  Company.

     In  October,  1998,  the  Company  raised  the  required $130,000 through a
convertible  debenture  issued  to  Nevada  Vermiculite L.L.C., which debenture,
among  other  provisions, allowed Nevada Vermiculite to substitute of record for
the Liquidator with respect to certain security interests, as collateral for the
$130,000.  The  debenture  also  offered  Nevada  Vermiculite  the  additional
inducements  of 500,000 common shares, and a warrant for an additional 5 million
shares  exercisable  at  the  then  par  of  $0.25  per  share.

     The  $130,000  was  paid  into  an escrow pending closing on the Accord and
Satisfaction  in  October, 1998, and funds were distributed to the Liquidator in
Closing  on the Accord and Satisfaction in December, 1998, upon the Liquidator's
providing  the Closing Agent all requisite documentation described in the Accord
and  Satisfaction.

     As  a result of the closing on the Accord and Satisfaction, the Company was
able to discharge debts of $2,056,474, principal and interest inclusive, for the
payment  of  $130,000.  This  discharged amount of $2,056,474 is included in the
gain  on  forgiveness  of  debt  on the accompanying financial statements on The
Statement  of  Operations,  and  the  $130,000  is  included as a long-term note
payable  on  the  Balance  Sheet.

     The  Company  remains  liable  to  Nevada Vermiculite L.L.C. for the sum of
$130,000,  plus  interest  accruing  thereon  from  October 24, 1998, at 12% per
annum,  due  July  5,  2000, as provided by the terms of the debenture issued to
Nevada  Vermiculite  L.L.C.,  by  the Company. As mentioned above, the Debenture
contains  other  terms  of  inducement,  and  conversion rights of principal and
accrued  interest at par. Mr. Aldine J. Coffman and Dr. James Hindman, directors
and  officers  of  the  Company,  each have 12.5% interest in Nevada Vermiculite
L.L.C.

     The Company and Nevada Vermiculite L.L.C. entered into a joint venture, the
purpose  of  which  is  to  develop the Company's asset at Dillon and eventually
Hamilton,  as well as to locate and develop other profitable vermiculite-related
projects.  This  joint  venture  is  International Vermiculite Limited L.L.C., a
Delaware  limited liability company, of which the Company and Nevada Vermiculite
are  each  50%  participants.

                                     ITEM 13

                        EXHIBITS AND REPORTS ON FORM 8-K

     (a)     FINANCIAL  STATEMENTS  AND  EXHIBITS

     FINANCIAL  STATEMENTS

     The  unaudited  consolidated  financial  statements  of the Company and its
subsidiaries filed as part of this Quarterly Report on Form 10-QSB are listed at
Page  F-1  of  this  Quarterly  Report  on  Form 10-QSB, which listing is hereby
incorporated  by  reference.

                       EXHIBITS

EXHIBIT  NO.                              DESCRIPTION
-----------                               -----------

     27                           Financial  Data  Schedule


     (b)     REPORTS  ON  FORM 8-K FILED DURING THE THREE MONTHS ENDED SEPTEMBER
             30,  1998.

     There  were  no  reports  on  Form  8-K filed during the three months ended
September  30,  1999.

                                   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:  October  28,  1999           STANSBURY  HOLDINGS  CORPORATION



                               BY:    /S/  ALDINE  J.  COFFMAN,  JR.
                                      ------------------------------
                                      Aldine  J.  Coffman,  Jr.
                                      Chief  Executive  Officer  And  President

         In  accordance with the Exchange Act, this report has been signed below
by  the  following persons on behalf of the Registrant and in the capacities and
on  the  dates  indicated.

SIGNATURES                               TITLE                        DATE
--------------------------------------------------------------------------------

/s/ Aldine J. Coffman, Jr.   President And Chief Executive      October 28, 1999
--------------------------   Officer(principal executive
Aldine  J.  Coffman,  Jr.    officer) and Director

/s/  Jeffrey  L.  Wertz      Vice  President, Chief Financial  October  28, 1999
--------------------------   Officer  (principal  financial
Jeffrey  L.  Wertz           officer)  and  Director

<PAGE>

                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES








           FINANCIAL STATEMENTS AND NOTES TO THE FINANCIAL STATEMENTS

                    FOR THE PERIOD ENDING SEPTEMBER 30, 1999


<PAGE>


                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED OPERATING STATEMENT
          THREE MONTHS ENDING SEPTEMBER 30, 1999 AND SEPTEMBER 30. 1998
<TABLE>
<CAPTION>

                                             1999          1998
                                         ------------  ------------
<S>                                      <C>           <C>
  Revenues. . . . . . . . . . . . . . .  $         -   $         -

  Expenses:
    General and administrative. . . . .      352,809       221,511
    Taxes . . . . . . . . . . . . . . .            -             -
    Interest. . . . . . . . . . . . . .      593,428       130,203
                                         ------------  ------------

  Total Expenses. . . . . . . . . . . .      946,237       351,714

  Loss from operations. . . . . . . . .     (946,237)     (351,714)

  Other income. . . . . . . . . . . . .           65             -
                                         ------------  ------------

  Net Loss. . . . . . . . . . . . . . .  $  (946,172)  $  (351,714)

  Basic and diluted earnings per share:

    Loss from continuing operations . .        (0.02)        (0.01)

    Net Loss. . . . . . . . . . . . . .        (0.02)        (0.01)

  Basic and diluted weighted average
    shares outstanding. . . . . . . . .   47,203,585    24,736,674
</TABLE>
<PAGE>

                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                   Three Months Ended September 30
                                   -------------------------------
                                             1999          1998
                                             ----          ----


<S>                                          <C>         <C>
Net loss. . . . . . . . . . . . . . . . . .  $(946,172)  $(351,714)
Adjustment to reconcile net loss to
  net cash (used in) operating activities
    Stock issued for interest, debt
      inducement and compensation . . . . .    711,854     270,960
    Depreciation. . . . . . . . . . . . . .        670           -
    Decrease in prepaid expenses. . . . . .      4,823           -
    (Increase) in other assets. . . . . . .     (3,500)          -
    Increase in accounts payable. . . . . .     44,289      46,149
    (Decrease) in other current liabilities     (6,353)      1,194
                                             ----------  ----------
Net cash (used in) operating activities . .   (194,389)    (33,411)

Cash flows from investing activities:
  Investments in undeveloped mineral
    claims and projects . . . . . . . . . .     25,833       4,385
  Investments in other natural resource
    claims and projects . . . . . . . . . .     53,854           -
  Purchases of other property and
    equipment . . . . . . . . . . . . . . .      2,307           -
                                             ----------  ----------

Net cash (used in) investing activities . .    (81,994)     (4,385)

Cash flows from financing activities
  Payments on Elk Creek acquisition
    obligations . . . . . . . . . . . . . .    (67,000)          -
  Proceeds from convertible notes
    payable to officers and shareholders. .    311,680     125,000
  Satisfaction of convertible notes
    payable to officers and shareholders. .   (432,945)    (86,000)
  Increase in accrued interest on
    convertible notes and notes payable . .     40,649           -
  Stock issued for conversion of
    term debt . . . . . . . . . . . . . . .    440,035           -
                                             ----------  ----------

Net cash provided by financing activities .    292,419      39,000
                                             ----------  ----------

Net increase (decrease) in cash . . . . . .     16,036       1,204

Cash at beginning of year . . . . . . . . .     (7,648)      1,685
                                             ----------  ----------

Cash at end of year . . . . . . . . . . . .  $   8,388   $   2,889
                                             ==========  ==========
</TABLE>

<PAGE>
                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>

<S>                                                  <C>            <C>
ASSETS. . . . . . . . . . . . . . . . . . . . . . .  Sep 30, '99    Jun 30, '99
                                                     -------------  -------------

Current Assets:
  Cash and cash equivalents . . . . . . . . . . . .  $      8,388   $          -
  Prepaid expenses. . . . . . . . . . . . . . . . .         4,822          9,645
  Due from related party. . . . . . . . . . . . . .        20,298         20,298
  Other . . . . . . . . . . . . . . . . . . . . . .         7,631          4,130
                                                     -------------  -------------
    Total Current Assets. . . . . . . . . . . . . .        41,139         34,073

Property and Euipment at cost:
  Undeveloped mineral claims and
    projects, using the full-cost method. . . . . .    19,056,167     19,030,333
  Buidlings . . . . . . . . . . . . . . . . . . . .       100,000        100,000
  Other property and equipment. . . . . . . . . . .         4,107          1,800
  Development costs other projects. . . . . . . . .        82,977         29,123
                                                     -------------  -------------
                                                       19,243,251     19,161,256

Less:    accumualted depreciation . . . . . . . . .       (26,437)       (25,767)
                                                     -------------  -------------
    Net Property and Equipment. . . . . . . . . . .    19,216,814     19,135,489

Deposits. . . . . . . . . . . . . . . . . . . . . .        20,000         20,000
                                                     -------------  -------------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . .    19,277,953     19,189,562

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Bank overdraft. . . . . . . . . . . . . . . . . .             -          7,648
  Elk Creek acquisition obligations . . . . . . . .     1,355,500      1,422,500
  Current Installment of long-term debt . . . . . .     1,434,123      1,607,739
  Convertible notes payable to officers
    and shareholders. . . . . . . . . . . . . . . .       506,500        460,500
  Convertible note to related party . . . . . . . .       130,000        130,000
  Accrued Interest. . . . . . . . . . . . . . . . .       989,155        948,507
  Trade accounts payable. . . . . . . . . . . . . .       522,540        478,251
                                                     -------------  -------------
    Total Current Liabilities . . . . . . . . . . .     4,937,818      5,055,145

Long-Term Debt. . . . . . . . . . . . . . . . . . .             -              -
                                                     -------------  -------------

Total Liabilities . . . . . . . . . . . . . . . . .     4,937,818      5,055,145

Stockholders' Equity:
  Common stock, par value $0.001, authorized
    100,000,000 , issued and outstanding 48,159,234
    and 43,828,773 at September 30, 1999 and
    June 30, 1999 respectively. . . . . . . . . . .        83,465         43,829
    Paid-in capital . . . . . . . . . . . . . . . .    20,189,346     19,077,092
    Deferred interest . . . . . . . . . . . . . . .      (337,731)      (337,731)
    Accumulated deficit . . . . . . . . . . . . . .    (5,594,945)    (4,648,773)
                                                     -------------  -------------
    Total Stockholders' Equity. . . . . . . . . . .    14,340,135     14,134,417
                                                     -------------  -------------
TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY . . . .  $ 19,277,953   $ 19,189,562
                                                     =============  =============
</TABLE>

                 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  1990,  Stansbury  changed its name to
Stansbury  Holdings Corporation.  During June 1999, Stansbury acquired Elk Creek
Vermiculite,  Inc.  ("Elk  Creek"),  and  its  wholly  owned  subsidiary, Dillon
Vermiculite,  LLC  ("Dillon").  Stansbury, Elk Creek, and Dillon are referred to
collectively  herein  as  the  "Company".  The  Company's  business  is  the
acquisition,  exploration,  and  development  of  vermiculite  mineral  sites.

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.

     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.

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.



              STANSBURY  HOLDINGS  CORPORATION  AND  SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  1  -  BASIS  OF  PRESENTATION  AND  SUMMARY
          OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)
          --------------------------------------------------

     Other  Property  and  Equipment
     -------------------------------

Other  property and equipment, consisting of two buildings and office equipment,
are  record  at cost.  Depreciation is calculated using the straight-line method
over  the  estimated  useful  lives  of  the  assets, which are 20 years for the
buildings  and  5  years  for  the  office  equipment.

     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, 1999 and 1998, 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.


                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  1  -  BASIS  OF  PRESENTATION  AND  SUMMARY
          OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)
          --------------------------------------------------

     Reclassifications
     -----------------

Certain reclassifications were made to the June 30, 1998 financial statements to
conform  to  the  June  30,  1999  classification.  These reclassifications also
permitted  comparability  for  the  September  30,  1998  and September 30, 1999
statements  presented  herein.

Shares  of  Common  Stock  Issued  for  Prior  Services
-------------------------------------------------------

In settlement with two directors of the Company, stock was issued in the current
period  in  satisfaction  of  Directors' fees, or related expenses, a portion of
which  had  been incurred in prior periods but not recorded.  One Director was a
former  President  of the Company, Mr. Donald Sanford.  The other Director still
currently  serves  as  an  Outside  Director,  Dr.  Martin  Peskin.

Mr. Sanford had incurred expenses during his tenure as President, which had been
recorded  but  not paid.  During the period ending June 30, 1998, these expenses
were  converted  to  a  Note and recorded as a Note Payable. The Note called for
periodic  partial  payments.  Except  for  the  original interest payment, these
payments were not made. In satisfaction of the Note, Mr. Sanford received 27,986
shares.  The agreement satisfied the Note principal of $6,353.14 plus $643.32 in
additional  interest.

In  April  of  1999,  Dr. Peskin presented to the current Board of Directors his
proposal  to satisfy prior years' Directors' Fees owed to him.   These fees went
back  to the beginning of calendar 1994.  These fees had not been charged to the
Company  during  that  or  any  of the subsequent reporting periods.  During the
current  period, the Board reviewed Dr. Peskin's claims and issued the following
shares:
       Periods  of  Service                During  Period
     ----------------------               ---------------
      1/1/1994  -  6/30/1997               252,000  shares
      7/1/1997  -  6/30/1998                72,000  shares
      7/1/1998  -  6/30/1999                48,000  shares
                                           ----------------
           Total                           372,000  shares

These  issuances  resulted  in a total of $93,000 in Directors' Fees incurred in
prior  periods  being  recognized  in  the  current  period.  Restatement of the
financial  statements  as  a  result  of  this  treatment  is  not  anticipated.

                 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  1990,  Stansbury  changed its name to
Stansbury  Holdings Corporation.  During June 1999, Stansbury acquired Elk Creek
Vermiculite,  Inc.  ("Elk  Creek"),  and  its  wholly  owned  subsidiary, Dillon
Vermiculite,  LLC  ("Dillon").  Stansbury, Elk Creek, and Dillon are referred to
collectively  herein  as  the  "Company".  The  Company's  business  is  the
acquisition,  exploration,  and  development  of  vermiculite  mineral  sites.

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.

     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.

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.



              STANSBURY  HOLDINGS  CORPORATION  AND  SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  1  -  BASIS  OF  PRESENTATION  AND  SUMMARY
          OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)
          --------------------------------------------------

     Other  Property  and  Equipment
     -------------------------------

Other  property and equipment, consisting of two buildings and office equipment,
are  record  at cost.  Depreciation is calculated using the straight-line method
over  the  estimated  useful  lives  of  the  assets, which are 20 years for the
buildings  and  5  years  for  the  office  equipment.

     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, 1999 and 1998, 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.


                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  1  -  BASIS  OF  PRESENTATION  AND  SUMMARY
          OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)
          --------------------------------------------------

     Reclassifications
     -----------------

Certain reclassifications were made to the June 30, 1998 financial statements to
conform  to  the  June  30,  1999  classification.  These reclassifications also
permitted  comparability  for  the  September  30,  1998  and September 30, 1999
statements  presented  herein.

Shares  of  Common  Stock  Issued  for  Prior  Services
-------------------------------------------------------

In settlement with two directors of the Company, stock was issued in the current
period  in  satisfaction  of  Directors' fees, or related expenses, a portion of
which  had  been incurred in prior periods but not recorded.  One Director was a
former  President  of the Company, Mr. Donald Sanford.  The other Director still
currently  serves  as  an  Outside  Director,  Dr.  Martin  Peskin.

Mr. Sanford had incurred expenses during his tenure as President, which had been
recorded  but  not paid.  During the period ending June 30, 1998, these expenses
were  converted  to  a  Note and recorded as a Note Payable. The Note called for
periodic  partial  payments.  Except  for  the  original interest payment, these
payments were not made. In satisfaction of the Note, Mr. Sanford received 27,986
shares.  The agreement satisfied the Note principal of $6,353.14 plus $643.32 in
additional  interest.

In  April  of  1999,  Dr. Peskin presented to the current Board of Directors his
proposal  to satisfy prior years' Directors' Fees owed to him.   These fees went
back  to the beginning of calendar 1994.  These fees had not been charged to the
Company  during  that  or  any  of the subsequent reporting periods.  During the
current  period, the Board reviewed Dr. Peskin's claims and issued the following
shares:
       Periods  of  Service                During  Period
     ----------------------               ---------------
1/1/1994  -  6/30/1997               252,000  shares
7/1/1997  -  6/30/1998                 72,000  shares
7/1/1998  -  6/30/1999                 48,000  shares
                                     ----------------
     Total                           372,000  shares

These  issuances  resulted  in a total of $93,000 in Directors' Fees incurred in
prior  periods  being  recognized  in  the  current  period.  Restatement of the
financial  statements  as  a  result  of  this  treatment  is  not  anticipated.

                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  1  -  BASIS  OF  PRESENTATION  AND  SUMMARY
          OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)
          --------------------------------------------------

     Summary  of  Share  Issuances
     -----------------------------

The  following amounts represent shares issued by the Company in satisfaction of
convertible  notes,  accrued  interest  and  other  obligations.

          Expenses     Interest Expense     Debt Reduction     Accrued  Interest
          --------     ----------------     --------------     -----------------

          $159,594     $   544,930          $    440,036          $  7,330

 Shares:   638,376       2,179,720             1,760,144            29,320

     Interest  Expense
     -----------------

Of  the $593,428 in total interest expense reported in the period,  $219,495 was
a  result  of  note  conversion agreements made with investors whose investments
were  made  prior to June 30, 1999.  These conversion agreements resulted in the
issuance  of  877,980 shares in the current period.  Interest expense of $13,834
was  recorded  in  the  current period as a result of vendors' accounts payable.
Interest  expense associated with investments made or outstanding in the current
period  was  $360,099.

NOTE  2  -  GOING  CONCERN  STATEMENT
            -------------------------

The  Company emerged from Chapter 11 bankruptcy proceedings during 1985, and has
been non-operating since that time.  At September 30, 1999, its negative working
capital  was  approximately  $4.909  million  and  accumulated  deficit  was
approximately  $5.6  million.

During  1999,  the Company hired a new president who also now serves as chairman
of  the  Board  of  Directors  and  chief  executive  officer.

The Company's current management team recognizes the need to develop its mineral
properties  and  place  those  properties  into production.  To accomplish these
goals,  management  has  been  attempting  to secure long-term financing for the
development  of  its  properties and form joint ventures with established mining
companies.
<PAGE>


                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  2  -  GOING  CONCERN  STATEMENT  (CONTINUED)
            --------------------------------------

For  example,  the  Company's shareholders approved participation in a new joint
venture  company,  International Vermiculite Limited LLC, during April 1999.  As
currently  structured, the Company will be a 50% participant in the new company.
The  other  50%  partner  will  be  Nevada  Vermiculite LLC; see Notes 7 and 10.
Nevada  Vermiculite  has  undertaken the primary responsibility of obtaining the
working  capital  necessary  to  develop  the  Company's  mineral  claims.

During  June  1999, the Company acquired Elk Creek and its subsidiary in a stock
and  cash transaction.  The Company believes that the mineral claims held by Elk
Creek  and  Dillon,  which are also located in the State of Montana, enhance the
Company's  ability  to obtain long-term development financing and its ability to
participate  in  joint  venture  arrangements  with  major  mining  interests.

Management  is  also  reviewing several additional proposals regarding long-term
financing  and  participation  in  other  joint  venture  arrangements.  In  the
interim,  management  is  in  the  process  of acquiring other producing natural
resource  properties  for  purposes  of  providing cash flow to fund general and
administrative  costs.  In  the  past, these costs have generally been funded by
loans  from  the  Company's  officers,  directors  and  shareholders.

During  August  1998,  the  Company  successfully restructured the debt with its
largest  single  creditor.  That creditor held a first mortgage on the Company's
mineral  claims and projects.  In recent years, the Company also has converted a
significant  amount  of  its  other  debt to common stock.  As a result of these
efforts,  total  liabilities  decreased approximately $2.1 million from June 30,
1998  to June 30, 1999, exclusive of the Elk Creek acquisition obligations which
the  Company  incurred  during  June  of  1999.

There can be no assurances that the Company or its joint venture partner 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, 1999
consolidated  financial  statements,  and reported 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.

                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  2  -  GOING  CONCERN  STATEMENT  (CONTINUED)
            --------------------------------------

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.

NOTE  3  -  UNDEVELOPED  MINING  CLAIMS  AND  PROJECTS
            ------------------------------------------

The Company's undeveloped mining claims and projects are located in the state of
Montana.  Substantially  all  of  these assets are subject to security interests
granted  in  favor  of  various  creditors  of  the  Company.

During  June  1999,  the Company capitalized $3.99 million of undeveloped mining
claims and projects related to its acquisition of Elk Creek and Dillon (see Note
4).  Additionally,  the  Company  capitalized  approximately $97,000 and $68,000
during  the  years  ended  June  30,  1999  and  1998,  respectively,  for  mine
development  costs.

NOTE  4  -  ACQUSITION  OF  ELK  CREEK  VERMICULITE,  INC.
          ------------------------------------------------

During  June 1999, Stansbury acquired all of the outstanding shares of Elk Creek
Vermiculite, Inc. and its wholly-owned subsidiary, Dillon Vermiculite, LLC.  The
acquisition  was  accounted  for  as  a  purchase and the results of Elk Creek's
operations (and its subsidiary) were included in the Company's 1999 consolidated
statements  of  operations  from  the  date  of  acquisition.

Total  consideration  included the issuance of 5.75 million common shares valued
at  $2.05  million,  the  assumption  of $1,752,500 in debt, and a commission of
$37,500.  As  of  September  30,  1999,  the $1,752,500 in debt assumed has been
reduced  by  $595,000  by  a  combination  of stock and cash payments, leaving a
balance  of  $1,357,500.  As  of September 30, 1999, Stansbury was liable to the
seller  for  an  additional $200,000, to be paid either in cash or shares of the
Company's  common  stock.

     The  assets  of  Elk  Creek and Dillon represent various undeveloped mining
claims  and projects, and an office and warehouse building, located in the state
of  Montana.  The  total consideration of $4.04 million was allocated $50,000 to
the  office  and warehouse building, and the remainder to the undeveloped mining
claims  and  projects.

<PAGE>
                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  4  -  ACQUSITION  OF  ELK  CREEK  VERMICULITE,  INC.  (CONTINUED)
          -------------------------------------------------------------

Elk  Creek  was  acquired from an entity that is controlled by an individual who
was  a  former  officer  and director of Stansbury.  At September 30, 1999, this
individual  also  owned  30,050  shares  of  the  Company's  common  stock.

The  $37,500  commission  was  paid  by  the  issuance  of 150,000 shares of the
Company's  common  stock  to  an  individual  who  is  the vice-president, chief
operating  officer, a director and shareholder of Stansbury.  Additionally, this
individual  received a commission from the seller in the amount of $90,000.  The
seller  paid its commission by transferring to this individual 225,000 shares of
the  Company's  common  stock  it  received  for  the  sale  of  Elk  Creek.

Debt  obligations assumed by Stansbury included a $940,000 note payable due to a
creditor  of  Elk Creek and a $812,500 purchase debt obligation to a third-party
entity.  Simultaneous  with the acquisition, Stansbury entered into a settlement
agreement  with  the holder of the note payable.  Pursuant to the agreement, the
note holder agreed to cancel the note payable in exchange for $100,000 cash, the
issuance  of  1.95  million  shares  of  the  Company's  common  stock valued at
$390,000,  and  the  issuance  of four promissory notes from the Company with an
aggregate  principal  of  $450,000.

     The  following  unaudited  pro  forma information reflects the consolidated
results  of operations as if the acquisition had taken place as of the beginning
of  the  respective  periods.  This information utilizes audited information for
Stansbury  and  unaudited  information  for  Elk  Creek  and  its  subsidiary.

<TABLE>
<CAPTION>
                                          YEARS  ENDED  JUNE  30,
<S>                                    <C>           <C>
                                           1999          1998
                                       ------------  ------------
      Revenues. . . . . . . . . . . .  $         0   $         0
                                       ============  ============

      Loss before extraordinary items  $(3,354,664)  $(1,399,176)
                                       ============  ============

      Net loss. . . . . . . . . . . .  $(1,298,190)  $(1,399,176)
                                       ============  ============

      Loss per share. . . . . . . . .  $     (0.04)  $     (0.05)
                                       ============  ============

</TABLE>

<PAGE>

                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  5  -  ELK  CREEK  ACQUISITION  OBLIGATIONS
          --------------------------------------

Obligations  remaining  from the Elk Creek acquisition (see Note 4) at September
30,  1999  consisted  of  the  following:

          Four  promissory  notes  payable          $   400,000
          Purchase  debt  obligation                    762,500
          Due  to  Elk  Creek  seller                   200,000
                                                    ------------
                                                     $1,422,500
                                                     ==========

The  four promissory notes each bear interest at the rate of 12%, and are due as
follows:  $50,000  plus accrued interest on June 30, 1999; $150,000 plus accrued
interest  on August 12, 1999; and $200,000 plus accrued interest on November 24,
1999.  As  of September 30, 1999, $7,000 had been paid towards the June 30 Note.

The  purchase  debt obligation assumed in the Elk Creek acquisition is evidenced
by  an  asset  purchase  agreement  by which Elk Creek acquired its interests in
mining  claims  and  projects.  Elk Creek was in default of the payment terms of
this  agreement  as  of  the  date  of  Stansbury's  acquisition.  The  original
principal  balance  of  the  obligation  was  $812,500, and the Company had made
payments  totaling  $50,000  through  September  30,  1999.

NOTE  6  -  CONVERTIBLE  NOTES  PAYABLE
            TO  OFFICERS  AND  SHAREHOLDERS
            -------------------------------
Convertible notes payable to officers and shareholders at September 30, 1999 and
1998  consisted  of  the  following:

                                 1999                 1998
                                 ----                 ----
90-Day Notes (12%)           $   24,000            $ 255,800
180-Day  Notes (10%)            482,200               10,000
                             ----------            ---------
                             $  506,200           $  265,800
                             ==========           ==========

Both  classes  of notes provide that the Company, at its option, can convert the
principal  and  accrued  interest  to  shares  of its common stock.  The Company
issued common shares to the holders of both classes of notes as an inducement to
make the loans.  The value of such inducement shares charged to interest expense
during  the  year  ended  June 30, 1999 was $996,328, and $312,500 for the three
months  ending  September  30,  1999.
<PAGE>


                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  7  -  CONVERTIBLE  NOTE  PAYABLE  TO  RELATED  PARTY

The  convertible  note payable, issued in connection with the debt restructuring
described  in  Note  10,  was  dated  August 25, 1998 and bears interest at 10%.
Principal  and  accrued  interest  are  due  on  demand  after October 28, 1999.

The  holder  (Nevada  Vermiculite LLC; see Notes 2 and 10) has the option at any
time  prior  to  October  28,  1999 to convert the entire amount due into common
shares of the Company's common stock on the basis of one share for each $0.25 of
debt.

NOTE  8  -  LONG-TERM  DEBT
            ---------------

     Long-term  debt  at September 30, 1999 and 1998 consisted of the following:
<TABLE>
<CAPTION>
<S>                                       <C>         <C>
                                                1999        1998
                                          ----------  ----------
  Officers, directors and shareholders:
----------------------------------------
  Promissory notes bearing interest
   at rates from 12% to 15%. . . . . . .  $1,107,792  $1,200,348
  Mortgages payable, interest
    Prepaid. . . . . . . . . . . . . . .     429,000     449,000

  Other:
---------
    Mortgages and other promissory
    notes payable to liquidator
    (see Note 10 ) . . . . . . . . . . .           0           0
  Other promissory notes and
    obligations payable. . . . . . . . .     379,051     379,031
                                          ----------  ----------

   Long-term debt. . . . . . . . . . . .   1,915,843   2,028,379

   Less current installments . . . . . .   1,915,843   2,028,379
                                          ----------  ----------

   Long-term portion . . . . . . . . . .  $        0  $        0
                                          ==========  ==========
</TABLE>

The  promissory  notes  and  mortgages  payable  to  officers,  directors,  and
shareholders  were  past due as of September 30,1999.  Interest on the mortgages
payable  was  prepaid,  and  amortization  of that prepaid interest was complete
prior  to  July  1,  1997.




                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  8  -  LONG-TERM  DEBT  (CONTINUED)
            ----------------------------

Other  notes  payable  and obligations represent amounts payable to former trade
creditors  of  the  Company.  The  Company  is  in default of these amounts, and
interest  accrues  on  the  outstanding principal balances at rates that average
approximately  12%.

NOTE  9  -  STOCKHOLDERS'  EQUITY
            ---------------------

On April 30, 1999, the Company's stockholders approved an increase in the number
of authorized common shares from 25 million to 100 million, and restated the par
value  of  each  common  share  from  $0.25  to  $0.001.

NOTE  10  -  DEBT  RESTRUCTURING
             -------------------

On  August  25,  1998,  the  Company  entered  into an agreement with one of its
creditors,  a  liquidator  for a corporation in receivership, to satisfy amounts
owed  by  the  Company.  Pursuant  to  the  terms of the agreement, the creditor
agreed  to  cancel  all debt owed, relinquish ownership of 760,556 shares of the
Company's  common  stock,  and release all collateral it held, in exchange for a
$130,000  cash  payment.

The  Company  obtained  the  $130,000 by issuing a convertible note payable (see
Note 7) to Nevada Vermiculite, LLC, a limited liability company owned 25% by two
of  the  Company's  officers  and  directors.  In  addition,  the Company issued
500,000  of  its  common  shares  and  granted  an  option  to  obtain 5 million
additional  common  shares  to  Nevada  Vermiculite as an inducement to make the
loan.  The option expires October 26, 2004, and the option price is 25 cents per
share.  The  Company valued the stock and option issued to Nevada Vermiculite at
$125,000.

The  shares relinquished by the creditor were issued to persons who assisted the
Company  in  this  debt restructuring.  The Company has recorded these shares at
their  approximate  fair market value of 25 cents per share.  The relinquishment
of the shares represented additional gain from the debt restructuring, while the
issuance  of  the  shares  represented  an  additional  cost  thereof.


                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  10  -  DEBT  RESTRUCTURING  (CONTINUED)
             --------------------------------

The  gain  from  the  restructuring  was  as  follows:

<TABLE>
<CAPTION>
<S>                                      <C>
  Principal amount of mortgages and
  other promissory notes payable
  cancelled . . . . . . . . . . . . . .  $                          645,961
    Accrued interest on debt cancelled.                           1,665,513
    Value of shares relinquished by the
  creditor. . . . . . . . . . . . . . .                             190,139
                                         ----------------------------------

    Subtotal. . . . . . . . . . . . . .                           2,501,613
                                         ----------------------------------

    Cash payment by Company . . . . . .                             130,000
    Stock issued to Nevada Vermiculite.                             125,000
    Value of relinquished shares issued                             190,139
                                         ----------------------------------

    Subtotal. . . . . . . . . . . . . .                             445,139
                                         ----------------------------------

    Gain from restructuring . . . . . .  $                        2,056,474
                                         ==================================
</TABLE>


NOTE  11  -  INCOME  TAXES
             -------------

The  Company incurred net operating losses for the years ended June 30, 1999 and
1998.  At  June  30,  1999,  the  Company  has approximately $9.9 million of net
operating  loss carry-forwards, which expire in varying amounts through the year
ending  June  30,  2019.

A  deferred tax asset resulting from the benefit of current and carryforward net
operating  losses is offset by a valuation allowance because realization of that
asset  is  not  assured.  Realization  of  a  deferred tax asset is dependent on
generating  sufficient  taxable  income  prior  to  the  expiration  of the loss
carryovers.  Accordingly, no current or deferred tax benefit for the years ended
June  30,  1999  and  1998  was  recognized,  nor  for  the  current  period.

<PAGE>
                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  12  -  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
             ---------------------------------------

The  debt  obligations  of  the  Company represent the financial instruments for
which  fair  value  disclosure  is required under SFAS 107.  Management does not
believe  it  is  practicable  to  estimate  the  fair  value  of  its  debt.

A  substantial  portion  of the Company's debt obligations at September 30, 1999
was  owed  directly to its officers, directors, and shareholders (or to entities
controlled  by  them).  All  other  debt  is owed to non-financial institutions.
Accordingly,  there  is  no  market available to estimate the fair value of this
debt.

NOTE  13  -  RELATED  PARTIES
             ----------------

For  the years ended June 30, 1999 and 1998, the Company shared office space and
certain  personnel  with  a company controlled by one of the Company's officers,
directors, and shareholders.  Common costs are allocated to the Company based on
actual  usage and allocable overhead.  At June 30, 1999, the related entity owed
the Company $20,298, and at June 30, 1998, the Company owed this entity $20,650.
The  September  30,  1999  balance  remained  at  $20,298.

Substantially  all  of  the creditors who have converted their debt and interest
into  shares  of  the  Company's  stock  have  been  officers,  directors,  or
shareholders  of  the  Company.  These  individuals  also received shares of the
Company's  stock  as  an  inducement  for  conversion  of  their  debt.

NOTE  14  -  COMMITMENTS  AND  CONTINGENCIES
             -------------------------------

     Effective June 1, 1999, the Company entered into a 37-month lease agreement
for  office  space in Denver, Colorado.  Rent is payable in advance in six-month
increments.  Rent  expense for the year ended June 30, 1999 was $2,000.  Minimum
future  annual  rent  payments are $24,000 for each of the years ending June 30,
2000  and  2001,  and  $22,000  for  the  year  ending  June  30,  2002.

     The  Company  is  obligated  to  the  federal  government for approximately
$16,100  per  year  to  maintain  the  ownership  of  its  mineral  claims.

     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  others  are  trade  creditors.

                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  14  -  COMMITMENTS  AND  CONTINGENCIES  CONTINUED)
             -------------------------------------------

     Actions  brought  by  shareholders and former officers 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, 1999, the principal amount of these obligations
is  included  in  long-term  debt  under  the  caption  "officers, directors and
shareholders"  (see  Note  8).

     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, 1999, the principal amount of these promissory notes is
included  in  long-term  debt  under  the  caption  "other"  (see  Note  8).

     Amounts  due  other  trade  creditors  who  have brought action against the
Company  are  included  in  trade  accounts payable.  The total of these amounts
included  in  the  balance  of  accounts  payable  at  September  30,  1999  was
approximately  $42,000.

     An  action  has  also  been  brought  with  respect  to  the  purchase debt
obligation  that  resulted  from the Elk Creek acquisition.  Management believes
that  the  matter  will  be  settled for an amount not greater than the recorded
amount  of  that  obligation  at  September  30,  1999  ($772,500;  see Note 5).