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


                                  FORM 10-QSB

(Mark One)

         [ X ]   QUARTERLY REPORT PURSUANT SECTION 13 OR 15 (D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.

                For the quarterly period ended September 30, 1996

         [   ]   TRANSITION REPORT PURSUANT SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

            For the transition period from __________ to __________

                         Commission file number 0-6034

                         STANSBURY HOLDINGS CORPORATION

       (Exact name of small business issuer as specified in its charter)


               Utah                                    87-0281239
     (State or other jurisdiction                    (IRS Employer
  of incorporation or organization)                Identification No.)


                    20 Battle Ridge Place, Atlanta, GA 30342
                    (Address of principal executive offices)


                                 (404) 845-0473
                        (Registrant's telephone number)


              (Former name, former address and former fiscal year,
                         if changed since last report)

     Indicate  by check  mark  whether  the  registrant  (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 ____

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the  distribution of
securities under a plan confirmed by court. Yes ____            No __X__

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of March 3, 1997, the number of shares outstanding was:  17,988,472

           Transitional Small Business Disclosure Format (check one);

Yes ____                            No __X__

<PAGE>

                                TABLE OF CONTENTS

                                                                         Page(s)

Part I   Financial Information

         Item 1.           Financial Statements.............................3

                           Income Statement.................................4

                           Balance Sheet....................................5

         Item 2.           Management's Discussion and Analysis or
                            Plan of Operation...............................7

Part II           Other Information

         Item 1.           Legal Proceedings................................22

         Item 2.           Changes in Securities............................25

         Item 3.           Defaults Upon Senior Securities..................25

         Item 4.           Submission of Matters to a Vote of
                            Security Holders................................25

         Item 5.           Other Information................................25

         Item 6.           Exhibits and Reports on Form 8-K.................26

Signatures..................................................................28


                                     Page 2

<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.           Financial Statements.
         Stansbury  Holdings  Corporation  (referred  to herein  as  either  the
"Registrant",  the  "Company"  or  "Stansbury")  is a  development-stage  mining
company, which has not commenced operations and has no revenue.
         The Company is today filing the required  financial  statements in this
Quarterly  Report on Form 10-QSB for the quarter ended September 30, 1996. These
unaudited interim  statements have only become available in the last twenty four
hours  after  the  receipt  four  weeks of the  audit  report  on the  Company's
financial statements for the year ended June 30, 1996.

                                     Page 3

<PAGE>



                         STANSBURY HOLDINGS CORPORATION
                                Income Statement
                 For the Three Months Ending September 30, 1996

    Revenues                                     Current Month     Year to Date
Total Revenues                                            0.00             0.00

Cost of Sales
Total Cost of Sales                                       0.00             0.00

Gross Profit                                              0.00             0.00

Expenses
  Consulting Fees                                   $23,061.40       $23,061.40
  Legal                                             105,487.26       105,487.26
  Accounting                                         18,572.37        18,572.37
  Other Office Expenses                               2,300.00         2,300.00
  Mining Leases                                       1,515.00         1,515.00
  Advertising & Promotion                               290.00           290.00
  Interest                                          197,234.42       197,234.42
 Interest - OID                                      30,365.00        30,365.00
  Licenses & Permits                                    128.42           128.42
  Professional Fees                                  18,600.00        18,600.00
  Deprec Exp - Building                                 543.50           543.50
 Travel                                                 412.50           412.50

Total Expenses                                      398,509.87       398,509.87

Net Income                                        $(398,509.87)    $(398,509.87)


                                     Page 4

<PAGE>


                         STANSBURY HOLDINGS CORPORATION
                                  Balance Sheet
                               September 30, 1996
<TABLE>
<CAPTION>

                                     ASSETS
Current Assets
<S>                                                                       <C>                            <C>
Cash - Wiles Escrow Account                                               $    59,112.05

TOTAL CURRENT ASSETS                                                                                        $59,112.05

Property and Equipment
 Building                                                                      30,821.50
 Mineral Property                                                          34,577,270.00
 Development Costs                                                          2,203,288.00

Total Property and Equipment                                                                             36,811,379.50

Other Assets                                                                   20,000.00

Total Other Assets                                                                                           20,000.00

TOTAL ASSETS                                                                                           $ 36,890,491.55
                                                                                                         -------------

                             LIABILITIES AND CAPITAL
Current Liabilities
 Curr Portion - Long Term
Debt                                                                   $    1,654,100.00
 Accounts Payable                                                             452,013.00
 Accrued Interest                                                           2,725,308.42


                                     Page 5

<PAGE>




Total Current Liabilities                                                                                $4,831,421.42

Long-Term Liabilities
 Notes Payable - Non-current                                                  821,091.00

Total Long-Term Liabilities                                                                                $821,091.00

TOTAL LIABILITIES                                                                                        $5,652,512.42

Capital
 Common Stock                                                               5,219,603.00
 Capital in excess of par
value                                                                      30,399,745.00
 Deferred interest and comp                                                  (628,505.00)
 Retained Earnings                                                         (3,354,354.00)
 Net Income                                                                  (398,509.87)

Total Capital                                                                                            31,237,979.13

TOTAL LIABILITIES & CAPITAL                                                                             $36,890,491.55
                                                                                                        --------------

</TABLE>

                                     Page 6

<PAGE>


ITEM 2.           Management's Discussion and Analysis or Plan of
                  Operation.

         The current Board of Directors and  management of the Company (the "New
Board")  are the result of a  successful  proxy  contest to elect a new Board of
Directors at a special  shareholders'  meeting  held on December  12, 1994.  The
president of the Company,  who is also one of the Company's three directors,  is
the only original member of the successful  slate nominated by the Committee for
New Management of Stansbury  Holdings (the  "Committee").  The other two current
directors, and the Company's treasurer, are original members of the Committee.
         For more information on the Committee,  see Amendment No. 7 to Schedule
13-D, filed on March 21, 1996 by the Committee.
         Since December, 1994, the New Board has focused on raising money in the
form of loans from existing shareholders (on terms previously disclosed) for the
following purposes:
                  (a)      to fund a factual and legal investigation;
                  (b)      to retain an accountant and an independent public
accountants;
                  (c)      to obtain audited financial statements for the years
ended June 30, 1992 - June 30, 1996;
                  (d)      to prepare and file Annual Reports on Form 10-KSB

                                     Page 7

<PAGE>



and other  required  reports with the U.S.  Securities  and Exchange  Commission
("SEC") so that the Company is now  "current"  with the SEC,  for the first time
since 1992;
                  (e)      to apply for re-listing of the Company's stock on
the NASDAQ and the OTC Bulletin Board;
                  (f)      to pay selected, key creditors; and
                  (g) to negotiate and document short-term forbearance
agreements with judgment creditors.
         This set of interim goals has now been substantially achieved.
     Method of Financing the Company; Use of Monies Already Raised
         During the quarter ended  September  30, 1996 (the "Current  Quarter"),
the Company  obtained  $148,341 in loans from  existing  shareholders,  on terms
previously disclosed. The Company obtained $195,544 in shareholder loans, on the
same terms, in the previous  quarter.  An additional  total of $103,500 has been
received since the end of the Current Quarter and the date of this Report.
         As of  September  30,  1996,  a total of $813,335  has been lent to the
Company by 55 existing  shareholders  of the  Company  and 12 non-  shareholders
since December 12, 1994.
         The monies  raised in the Current  Quarter were used to pay  attorneys'
and  accountants'  fees,  to pay annual  claim fees to the U.S.  Government,  to
reimburse directors for travel and expenses, to

                                     Page 8

<PAGE>



pay a contractor to do  reclamation  work at the site of the Company's  proposed
mine,  to pay  consultants'  fees for mining  experts,  to pay for water quality
monitoring,  to pay utility bills, to make payment on a mineral lease and to pay
other routine expenses.
         The  Company  believes it has yet to resolve  favorably  certain of the
problems identified in previous filings:
         1. Lack of cash flow  continues.  Since it has never been an  operating
company,  Stansbury,  by definition,  has no revenues. Nor does the Company have
assets which can be readily converted to cash. Therefore, the Company has had to
raise money through shareholder loans.
         The Company  believes  that it will likely be able to raise  sufficient
funds from  shareholder  loans to  overcome  this  problem  and to  achieve  the
above-stated initial goals.
         2. Money judgments still must be resolved.  Three of the Company's four
judgment  creditors have entered into agreements  with the Company.  The Company
has begun performance on these agreements;  the Company believes it will be able
to perform in full,  although not always on a timely basis.  The other  judgment
creditor  has been  requested  to enter into a  forbearance  agreement  with the
Company. Assuming sufficient funding, the Company

                                     Page 9

<PAGE>



believes the creditor will agree to do so.
         The  Company  has little or no  liquidity,  although it has been paying
most new obligations accruing since December 12, 1994.
         To date,  no judgment  creditor has sought to execute on any  judgment.
Should any of the current judgment creditors (see Part One, Item 1 and Part Two,
Item 1) attach the  Registrant's  assets,  the  efforts  now  underway to revive
Stansbury would be imperiled.
                           Fewer Serious Risk Factors
         The Company has favorably resolved the following obstacles:
         1. The Company was unable to find  financial  statements  for the years
1992,  1993, 1994 or 1995 (and such do not,  apparently,  exist).  This has been
corrected by the last year's work.
         2. The Company needed to prepare books of original  entry,  so as to be
able to generate management's financial statements for these years before Taylor
& Co. can proceed to audit them. This goal has been achieved.
         3. Other than attorneys'  escrow account records,  no bank accounts and
few financial  records have been located for the years 1992-1994.  This has been
corrected by the last year's work.
         4. Some of the members of former management were refusing to co-operate
in  furnishing  requested  information  or to make  themselves  available to the
auditors for an interview. By suing

                                     Page 10

<PAGE>



these  individuals  and then settling with them,  this issue has been  favorably
resolved.
         Assuming  continued  funding,  the  Company  expects to report  further
progress in the next quarter.
               Completion of the New Board's Initial Investigation
         During the Current  Quarter,  the New Board  continued to implement the
platform of the Committee set forth in the  Committee's  proxy materials for the
December 12, 1994 special meeting of  shareholders.  Pursuant  thereto,  the New
Board has:
                  - searched for and identified all suits, judgment, liens
and debts of or against the Company;
                  - identified, located and taken possession of the assets,
books and records of Stansbury;
                  - begun evaluating Stansbury's assets, including the status of
its mineral claims and leases, permits and environmental impact statement; and
                  - conducted an  investigation  of, and  instituted  litigation
(see Part Two, Item 1, below) involving, the activities of prior management.
         Since the New Board was elected,  the Company has (a) made all required
annual filings with the State of Utah's Division of Corporations; (b) registered
to do business as a foreign

                                     Page 11

<PAGE>



corporation in Montana;  (c) paid trade and tax creditors,  including  redeeming
the Field Office Property in Victor, Montana, which had been sold at a tax sale.
A  principal   executive  office  address  and  a  telephone  number  have  been
established.
         In addition, the New Board has:
                  - engaged  a CPA firm  which has  prepared  books of  original
entry (and unaudited  financial  statements)  for the years ended June 30, 1992,
1993, 1994, 1995 and 1996;
                  - engaged Taylor & Company as the Company's independent public
accountant to perform an audit of the  Company's  financial  statements  for the
years ended June 30, 1992, 1993, 1994, 1995 and 1996, which is now completed;
                  - identified,  prioritized and begun paying trade debts, liens
and judgments;
                  - paid all known real estate taxes and tax accountants' fees;
                  - engaged an experienced  mining  executive as a consultant to
perform a review of the assets,  permits and  financial  records of the Company;
and
                  - started to develop a business  plan to maximize  shareholder
value.
         Users of this Quarterly Report on Form 10-QSB and the

                                     Page 12

<PAGE>



Company's audited financial  statements for the year ended June 30, 1996, should
note that the auditor's report is qualified in nature and includes,  among other
things,  a "going  concern"  qualification.  The Company is a development  stage
company  which is not  presently  engaged  in  business  operations.  Management
anticipates that  commencement of mining  operations will require the Company to
raise $2 to 3 million of equity capital and also an additional $15 to 20 million
in permanent, debt financing.
                Proposed Future Use of Proceeds Yet to Be Raised
         The  Company  has to  date  raised  over  $916,835  by  way of  interim
financing.
         The Company's fund raising effort is on-going,  as the Company seeks to
raise  approximately  $50,000 per month over the next five months (i.e.,  March,
1997 - July,  1997).  These additional  monies,  if raised,  will be principally
devoted to:
         (a) paying for preparation of 1992-1996 corporate income tax returns;
         (b) staying current in SEC, state and environmental filings;
         (c)  payment  of  attorneys'  fees  (for  Montana,  Utah and  corporate
counsel);
         (d) preparing and filing applications to be re-listed on NASDAQ and the
OTC Bulletin Board;

                                     Page 13

<PAGE>



         (e) payment of leases,  consultants'  fees,  attorneys'  fees and other
routine expenses; and
         (f) payment of directors' expenses.
         In May  1995,  the  Insurance  Commissioner  of the  State of Utah,  as
liquidator of two insurance  companies (the "State"),  agreed, in principal,  to
enter into an  agreement  with the Company (a) to amend the State's  mortgage on
the Company's  mineral claims so as to allow the Committee's  members to have an
equal,  first lien  security  interest  in those  claims as long as the  State's
position  was  not  adversely  affected  and  (b) to  enter  into a  forbearance
agreement  with  the  Company  regarding  (i)  sale  of the  State's  shares  of
Stansbury's stock and (ii) any foreclosure on its mortgage.
         In July 1995, the Company  discovered that a set of second  mortgages -
not previously known to the New Board or its corporate officers - existed on the
Company's  mineral  claims,  including  two in the  name of  members  of  former
management.  In light of the Company's  dispute with former management (See Part
Two,  Item 1), the State and the Company have not been able to  implement  their
agreement-in-principle.1


--------
         1 Among other things,  the State  concluded  that it is not possible at
this time to amend its first  mortgage so as to permit the Committee  Members to
take an equal, first lien position without  (continued ...)

                                     Page 14

<PAGE>



         However,  on December 14, 1995, the Company signed a Global  Settlement
Agreement with Dr. Samani and Mr. DeRosa,  the two members of former  management
who had second mortgages.  The settlement finally closed on February 5, 1996. At
that settlement,  Dr. Samani and Mr. DeRosa delivered  subordination  agreements
and forbearance agreements of their second mortgage.
         The Company has now obtained  subordination and forbearance  agreements
from all the other holders of secured mortgages. The Company expects, therefore,
to issue the Secured  Debentures (the "Notes") to the Committee  within the next
thirty (30) days.
         As a result of the  nine-month  delay and nearly  $50,000  in  expenses
attributable  to Dr. Samani and Mr.  DeRosa's  earlier  refusal to deliver these
subordinations,  the  Company  was not able to make the first,  February 1, 1996
interest payment to the Committee  members. A letter on this subject was sent by
the Company's President, Mr. Sanford, to all Committee members. The

--------
         1(...continued)
jeopardizing  its first  lien  priority  vis-a-vis  former  management's  second
mortgages (if valid).  Counsel for the Company  concurred with this  conclusion.
Issuance of notes  evidencing the Company's  indebtedness  to various  Committee
members was, therefore,  placed "on hold" pending resolution of the dispute, and
litigation, with former management. (See Part II, Item 1).

         The Company will now seek to implement the  agreement-in-  principle by
March 31, 1997.

                                     Page 15

<PAGE>

letter states that the Notes,  when issued,  will have the first year's interest
included in their  principals;  but the Notes will have the same terms.  For the
second year's interest, the Company proposes to pay stock in lieu of cash.
         The Company  believes it will be possible to deliver the Notes by April
30, 1997. Interest,  in the form of restricted shares, will be paid to Committee
members by April 30, 1997.
                                  Business Plan
         By way of a business plan,  should the additional  $250,000 referred to
above be obtained,  the New Board would then seek to  accomplish  the  following
goals;
         (a) to pay off remaining debts;
         (b) to seek a re-listing of the Company's shares on NASDAQ and
the OTM Bulletin Board;
         (c) to pursue new equity financing of $2 million - $3 million;
         (d) to register the Committee's restricted shares as part of
the same financing;
         (e) to pursue opportunities to commence business operations
and generate revenue in 1997, and
         (f)  to  seek  to  locate  the   approximately  25%  of  the  Company's
shareholders for whom the Company has no current address.
         Thereafter, the Company will call a regular annual

                                     Page 16

<PAGE>



shareholders' meeting as soon as the above plans mature. At such annual meeting,
the New Board presently  expects to ask the  shareholders to take some or all of
the following actions:
         (a)      to elect the nominees of the New Board;
         (b)      to ratify and approve a stock option plan for management
for the next year;
         (c)      to ratify the selection of an independent public
accountant for the next year;
         (d)      to approve a class of preferred stock;
         (e)      to approve amendments to the Company's articles of
incorporation, including a possible change of corporate domicile;
and
         (f)      to act on such other matters as may properly come before
an annual meeting.
         With the net  proceeds  of the  above-described  $2 to 3 million  "best
efforts" offering in hand, the Company would then seek debt and equity financing
to fund construction of $15 to 20 million.  If - and only if - such financing is
obtained,   construction   (primarily  improvements  to  road  access  and  site
preparation)  of  the  proposed  open-pit  vermiculite  mine  and  mill  outside
Hamilton, Montana could begin in or about mid-1998.
         This plan may change if the Company is able to make a

                                     Page 17

<PAGE>



successful acquisition in 1997.
         This is a very ambitious  program,  especially in light of the problems
facing the Company. No assurance can be given that any of the above goals can be
achieved.  The Company's  shareholders  (and any person  considering  purchasing
shares of Stansbury stock) should specifically note the following:
         1. There are material  ongoing  disputes,  and  litigation,  with three
members of former  management and two former  members of the current board.  See
Part II, Item 1.
         2. Exploration,  development and mining of mineral  properties  involve
unique and greater risks than those generally  associated with other industries.
The  Company's  operations  are subject to all the  hazards  and risks  normally
incident  to the  exploration,  development  and mining of  mineral  properties,
including the particular risks described herein.
         3. The mining industry is subject to extensive federal, state and local
laws  and  regulations  covering   exploration,   development,   operations  and
production,  taxes,  labor  standards,   occupational  health,  waste  disposal,
environmental protection,  reclamation,  mine safety, toxic substances and other
matters.  Environmental,  operating,  water,  dust and other  federal  and state
permits are essential to any mining operation. The nature of the

                                     Page 18

<PAGE>



mining  business is such that mining  companies are frequently in the process of
applying for  additional  permits or  modifications  to existing  permits at any
given time.
         There can be no  assurance  that such  permits  will be  granted in the
future as needed,  and,  if such  permits  are not  granted,  the Company or any
mining  venture in which it is a  participant  could be  required  to curtail or
cease its development  plans or operations with serious adverse  consequences to
its liquidity  and  profitability.  Amendments  to current laws and  regulations
governing  operations  and  activities  of mining  companies  or more  stringent
implementation  thereof or additional taxes could have a material adverse impact
on the Company.
         4. Any  development  of  Stansbury's  leases or mineral  resources will
require applications for issuance of permits from federal and state authorities,
including  the U.S.  Forest  Service and the State of  Montana's  Department  of
Environmental Quality.
         5. There  exists an  unknown  quantum of  environmental  and  community
opposition to any mining activity by Stansbury in Ravalli County,  Montana where
the proposed mine would be located.  In 1996, a newspaper  article  published in
Montana stated that a "concerned  citizens coalition" was seeking to raise funds
to initiate litigation to block issuance of permits as part of a "No Stansbury"

                                     Page 19

<PAGE>



campaign.  A letter from an attorney  purporting  to represent  the Campaign was
rejected by the U.S. Forest Service in 1996.
         No  assurance  can be given that any such  environmental  and  citizens
litigation, if instituted, would not succeed in blocking Stansbury's development
of its mineral leases.
         6. As of March 1, 1997, the members of the Committee were  collectively
owed approximately $2,523,690.25 by Stansbury. The New Board is seeking at least
an additional $150,000 - 200,000 from current or future members of the Committee
which,  if  obtained,  will  result in a total  indebtedness  by the  Company to
members of the Committee of approximately $2.8 million.
         The  liquidator  for  Southern  Insurance  Company,  a  member  of  the
Committee, holds a recorded first mortgage for $796,435 on the mineral leases of
Stansbury securing a debt of $881,435, which is included in the above totals.
         7. A  successful  resolution  of any or all of the above  matters  will
require  substantial  injections of new capital.  No assurance can be given that
such capital can be raised.
         8.  A  successful   resolution   will  also  require   cooperation  and
concessions  among members of the New Board, the former management of Stansbury,
the State of Utah, members of the Committee and Stansbury's  creditors.  Certain
creditors of the Company have

                                     Page 20

<PAGE>



judgments  against  the Company  upon which they could seek to  execute,  if the
Company cannot enter into and perform settlement agreements with them. (See Part
II, Item 1 (Legal Proceedings)).
         If a business plan with a reasonable  likelihood of success,  including
provision for new capital,  appears unachievable,  any or all the New Directors,
as well as the Company's Executive Officers, may elect to resign from the Board,
to cause Stansbury to file for reorganization  under federal bankruptcy laws, to
adopt a plan of  recapitalization,  to adopt a plan of  liquidation or to seek a
purchaser for Stansbury. The foregoing list is not intended to be exhaustive.



                                     Page 21

<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.           Legal Proceedings.

         A.       Pending Suits.

         The Company is aware of the following, pending lawsuits brought against
it:
         1. On October  16,  1995,  the  Company  filed suit  against its former
management in the United States District Court for the District of Utah, Central
Division.  Stansbury  Holdings  Corporation  v. Murton,  et al., Case No. 2:95CV
0947G (D. Utah). On October 19, 1995,  after a hearing,  the Company  obtained a
preliminary injunction against former management.
         On December 14,  1995,  the Company  entered  into a Global  Settlement
Agreement with Dr.  Samani,  Mr. Samani and Mr.  DeRosa.  The Company  commenced
making payments pursuant to said Global Settlement thereafter.
         In  December,  1995,  Robert  Murton,  formerly  the  president  of the
Company,  appeared  before the Honorable  Thomas Green,  United States  District
Judge for the  District  of Utah,  and placed a  settlement  agreement  with the
Company on the record. Mr. McLaughlin,  the only remaining defendant, is evading
service of process.


                                     Page 22

<PAGE>



         2. On October 1, 1996,  Dr.  Sami Samani and Thomas  DeRosa  filed suit
against the Company in court in Salt Lake City,  Utah.  Plaintiffs  contend that
the Company  breached  the Global  Settlement  Agreement  described in Section 1
above and that the Company owes them the sum of $32,634.40, plus interest.
         The Company has filed an answer denying any liability,  together with a
counterclaim  alleging  that  plaintiffs  have  breached  the Global  Settlement
Agreement.
         3. On January 14, 1997, Michael LaFleur, a former director and officer,
filed a claim for back pay and  reimbursement of expenses with the Department of
Labor and Industry of the State of Montana.  The Division has already disallowed
the claim for expenses leaving a disputed amount of $16,250.
         On  February  14,  1996,  the  Company  filed its  answer  denying  any
liability to Mr. LaFleur.
         Since it is not possible to enter a counterclaim against Mr. LaFleur in
a 1997 proceeding of this type, the Company has not yet filed such a claim.
         4. On January 27, 1996,  Simon  Grant-Rennick (a former director of the
Company and an original  member of the New Board),  through  Southampton  Metals
Limited,  filed suit against the Company in the Montana Fourth Judicial District
Court in Missoula County,

                                     Page 23

<PAGE>



Montana.  The suit  alleges  that the Company is indebted to  Southampton  Metal
Limited in the amount of $30,000,  plus interest from 1993.  The Company has not
yet been required to file an answer in the proceeding.
         B.       Judgments.
         The  Company  is aware of the  following  outstanding  and  unsatisfied
judgments:
                  Herd v. Stansbury Holdings Corporation,
                  (District of Salt Lake, Utah)
                           $63,360.00

                  Bauernfiend v. Stansbury Holdings Corporation,
                  (Bergen Co. N.J.) $ 8,163.82

                  Dorsey & Whitney v. Stansbury Holdings Corporation,
                  (D. Mont.) $85,310.10

                  Martineau & Assoc. v. Stansbury Holdings Corporation,
                  (District of Salt Lake, Utah) $5,845.41

         The Company has  insufficient  funds on hand to pay these  judgments in
full and has sought forbearances from some of the judgment  creditors.  To date,
two have been obtained on the Herd and Bauernfiend judgments and the Company has
commenced performance, not always on a timely basis. The Company believes it has
or  will  receive  sufficient  funds  in the  future  to  complete  performance.
Forbearances  are being  sought from the other two judgment  creditors.  Initial
proposals to Dorsey & Whitney and to

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<PAGE>



Martineau were rejected.
         In the Company's judgment, these judgments against the Company resulted
solely from the actions of former management.

ITEM 2.           Changes in Securities.

         None.


ITEM 3.           Default Upon Senior Securities.
         None.

ITEM 4.           Submission of Matters to a Vote of Security Holders.

         None.

ITEM 5.           Other Information.

         (a)      On November 20, 1996, Simon Grant-Rennick, a director of
the Company, resigned his position.  The current directors are:
                  -        Donald Sanford
                  -        Dr. Martin Peskin
                  -        Dr. Howard Pomerantz
         The Company's officers are:
                  -        Donald Sanford - president
                  -        David Racher - treasurer
         (b)      The Company expects to file its applications to be re-
listed on the NASDAQ and OTM Bulletin Board within the next two

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<PAGE>



weeks.
         (c) The Company is pursuing the possibility of acquiring  either (i) an
existing  operating   vermiculite  property  or  (ii)  an  existing,   operating
vermiculite-related business as a way of generating revenue during calendar year
1997. The Company  believes that, by utilizing the Company's large net operating
loss carry forward,  such a acquisition  would offer attractive rates of return.
It would also take the fund raising pressure off the Committee.
         One  inquiry  made by the  Company  has been  declined;  two others are
pending.  Subject to due  diligence,  the  Company  believes  it has a source of
financing available for such an acquisition.
         (d) The Company is exploring the  possibility of an equity  offering to
raise  additional  capital.  Such an offering would also involve the "piggy bank
registration"  of the restricted  shares issued to the members of the Committee,
so that this stock  would  become  freely  tradeable  through  the fund  raising
process.

ITEM 6. Exhibits and Reports on Form 8-K.

         (a)      Exhibits.

         27.      - Financial Data Schedule.

         (b)      Reports on Form 8-K.

                  August 22, 1996  -       1992-95 Audit Report released
                                           and 10-KSB filed for four years
                                           ended June 30, 1995.

                                     Page 26
<PAGE>

                  December 6, 1996  -      Simon Grant-Rennick resigns as
                                           a director.

                                     Page 27

<PAGE>


                                    SIGNATURE

         In accordance with the requirements of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned,  thereunto
duly authorized.


                                       STANSBURY HOLDINGS CORPORATION

                                       By: /s/ DAVID RACHER
                                           DAVID RACHER
                                           Treasurer
                                           (Chief Financial Officer and
                                            duly authorized corporate
                                            officer)


DATED: March 21, 1997



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