<PAGE>


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

                                   FORM 10-Q

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

                 For the Quarterly Period ended March 31, 1999


                         Commission File Number: 0-6034


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



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


            8801 East Hampden Avenue, Suite 200, Denver, CO 80231
            -----------------------------------------------------
                 (Address of Principal Executive Offices)



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


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act  of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                               YES [ X ]     NO [   ]

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

At March 31, 2000, there were 66,179,920 common shares, $.001 par value.

<PAGE>

                         PART 1 - FINANCIAL STATEMENTS
                         ITEM 1 - FINANCIAL STATEMENTS

               STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEET


                                              March 31, 2000  June 30, 1999
                                              --------------  -------------
          ASSETS

Current Assets:
  Cash and cash equivalents                    $     4,591     $          -
  Prepaid expenses                                     804            9,645
  Due from related party                            20,298           20,298
  Other                                             25,688            4,130

     Total Current Assets                           51,381           34,073

Property and Equipment at cost:
  Undeveloped mineral claims and projects,
   using the full-cost method                   19,412,448       19,059,456
  Buildings                                        100,000          100,000
  Other property and equipment                       4,107            1,800

                                                19,516,555       19,161,256
  Less: accumulated depreciation                   (26,437)         (25,767)

     Net Property and Equipment                 19,490,118       19,135,489

  Deposits                                          45,100           20,000

     TOTAL ASSETS                               19,586,599       19,189,562
















                                       2
<PAGE>



                STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEET
                                (Continued)


                                            March 31, 2000    June 30, 1999
                                            --------------    -------------

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Bank Overdraft                              $    13,079       $     7,648
  Elk Creek acquisition obligations             1,260,500         1,422,500
  Current Installment of long-term debt           873,918         1,607,739
  Convertible notes payable to officers
   and shareholders                                81,000           460,500
  Convertible note to related party               130,000           130,000
  Accrued Interest                                696,629           948,507
  Trade accounts payable                          391,152           478,251

     Total Current Liabilities                  3,446,278         5,055,145

  Long-Term Debt                                        -                 -

     Total Liabilities                          3,446,278         5,055,145

Commitments and Contingencies

Stockholders' Equity:
  Common stock, par value $0.001,
   authorized 100,000,000, issued
   and outstanding 66,179,920 and
   43,828,773 at March 31, 1999
   and June 30, 1999 respectively                  66,180            43,829
  Paid-in capital                              24,528,025        19,077,092
  Deferred interest                              (337,731)         (337,731)
  Accumulated deficit                          (8,116,153)       (4,648,773)

     Total Stockholders' Equity                16,140,321        14,134,417

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 19,586,599      $ 19,189,562









                                       3
<PAGE>


                STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED OPERATING STATEMENT
              THREE AND NINE MONTHS ENDING MARCH 31, 2000 AND 1999

                           THREE MONTHS ENDING       NINE MONTHS ENDING
                                 MARCH 31,                MARCH 31,
                            2000         1999         2000         1999
                       -----------  -----------   -----------   ----------

Revenues               $       268  $         -   $       358   $        -

Expenses:
  Sales, General and
  Administrative           686,275      311,119     1,500,241      654,968

  Depreciation                   -          544           670        1,631


     Total Expenses        686,275      311,663     1,500,911      656,599

Loss from operations      (686,007)    (311,663)   (1,500,553)    (656,599)

Other income and (expenses)
  Interest expense      (1,082,041)    (691,187)   (1,966,827)  (1,108,333)


Loss before extra-
  Ordinary item        $(1,768,048) $(1,002,850)  $(3,467,380) $(1,764,932)

Extraordinary gain
  From debt
  Restructure                    -            -             -    2,056,475

     Net Income (loss) $(1,768,048) $(1,002,850)  $(3,467,380) $   291,543

Earnings from operations
 per share:
  Basic                $      (.03) $      (.04)  $      (.06) $      (.07)
  Diluted              $      (.03) $      (.04)  $      (.06) $      (.07)


Weighted average shares
 Outstanding
  Basic                 59,903,559   24,899,585    53,742,287   24,469,438
  Diluted               59,903,559   24,899,585    53,742,287   24,469,438



         SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       4
<PAGE>

                STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                   Nine Months Ended
                                                        March 31
                                                  2000           1999
                                               -----------    -----------
OPERATING ACTIVITIES
Net Income (Loss)                              $(3,467,380)   $   291,543
Adjustments to reconcile
 Net Income (loss) to net cash provided
   by operations:
 Depreciation                                          670          1,631
 Stock issued for debt, interest and
   Compensation                                  5,473,284        334,342
 Extraordinary Gain                                      -     (2,056,474)
 Prepaid Expenses                                    8,841              -
 Accounts Payable                                  (87,099)        56,399

 Accrued Interest Payable                         (251,878)      (773,490)
 Other                                             (21,558)       (21,199)

      Net cash provided by (used in)
      Operating Activities                       1,654,880     (2,167,248)

INVESTING ACTIVITIES
 Other Property and Equipment                       (2,307)             -
 Development Costs                                (352,992)             -
 Deposits                                          (25,100)        (6,000)

     Net cash provided by (used in)
     Investing Activities                         (380,399)        (6,000)


FINANCING ACTIVITIES
 Bank Overdraft                                      5,431              -
 Payments on Elk Creek obligations                (162,000)             -
 Payments on convertible notes                    (733,821)      (519,369)
 Payments on convertible notes   related party    (379,500)             -
 Borrowings on convertible notes
  related party                                          -      2,726,544

     Net cash provided by (used in)
     Financing Activities                       (1,269,890)     2,207,175

Net cash increase for period                         4,591         33,927

Cash at beginning of period                              -          1,685

Cash at end of period                                4,591         35,612

                                       5
<PAGE>
               STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stansbury Holdings Corporation ("Stansbury") was incorporated in 1969 under
the name Stansbury Mining Corporation. In 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. These financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, such interim statements
reflect all adjustments (consisting of normal recurring accruals) necessary to
present fairly the financial position and the results of operations and cash
flows for the interim periods presented.  The results of operations for these
interim periods are not necessarily indicative of the results to be expected
for the full year.  These financial statements should be read in conjunction
with the audited consolidated financial statements and footnotes for the year
ended June 30, 1999, filed with the Company's Form 10-KSB.

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries. All inter-
company 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 PROJECTIONS - 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.


                                       6
<PAGE>


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 carry-forwards, 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.

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 fiscal and
tax years ended June 30, 1999 and 1998 was recognized, nor for the current
period.

EARNINGS (LOSS) PER SHARE - Basic earnings (loss) per share are based on the
weighted average shares outstanding. Outstanding stock options and con-
vertible 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 periods ended March 31, 2000 and 1999,
these common stock equivalents are excluded from the computation of diluted
earnings per share because their effect on net loss per share would be anti-
dilutive.

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

NOTE 2 - GOING CONCERN STATEMENT

The Company emerged from Chapter 11 bankruptcy proceedings during 1985, and
has been non-operating since that time. At March 31, 2000, its negative
working capital was approximately ($3.39) million and accumulated deficit was
approximately ($8.12) million.

                                       7
<PAGE>


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.

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.  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.

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 reported in the Company's 10K-SB for that
reporting period. The paragraph states that the Company's recurring losses and
negative working capital raise substantial doubt about the Company's ability
to continue as a going concern and cautions that the financial statements do
not include adjustments that might result from the outcome of this
uncertainty.

Management believes that, despite the financial and funding difficulties going
forward, it now has a business plan that, if successfully funded and executed,
will result in the development of its mining claims thereby improving
operating results.

                                       8
<PAGE>


NOTE 3   RELATED PARTIES

For the year ended June 30, 1999, the Company shared office space and certain
personnel with a company controlled by one of the Company's officer,
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.  The March 31, 2000 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 4 - 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.

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 March 31, 2000, the principal amount of these obligations is
included in long-term debt under the caption "officers, directors and
shareholders."

Actions brought by certain trade creditors and others have resulted in the
Company issuing promissory notes payable to those creditors. The Company is
accruing interest on these amounts pursuant to the terms of the promissory
notes. At March 31, 2000, the principal amount of these promissory notes is
included in long-term debt under the caption "other".

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 March 31, 2000, 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 March 31, 2000 of $772,500.




                                       9
<PAGE>

ITEM 2 - PLAN OF OPERATIONS

GENERAL

The Company is currently directing its efforts to bringing into production the
Dillon Vermiculite Project, in part by assuming operational control of the
project. During the quarter, concerns in Montana over the issue of health risk
associated with the potential presence of asbestos in vermiculite ore bodies,
prompted by the health problems arising from vermiculite operations at Libby,
Montana, in the 1980's, led the company to engage consultants to undertake a
health risk analysis of the Dillon Operation, although the Environmental
Analysis performed in connection with the permitting process had already
determined that no health such risk existed in the operation of the Dillon
plant. The Company is cooperating with the Montana Department of Environmental
Quality and the US Bureau of Land Management in this regard.

During the quarter, the mill began regular operations, interrupted by mill
process problems associated with certain undersized equipment which has since
been replaced. It is anticipated that the mill will be operating 24 hours a
day, seven days a week, by early May, 2000, and that operations will approach
design capacity during the second quarter of calendar year 2000.

The company expects to undertake certain exploratory operations at its
Hamilton Project in the summer of 2000, and to continue its program of
acquisitions, both of additional vermiculite reserves and of downstream
product enhancement facilities.

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) 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). Prior owner's exploration 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.

        (B) CONCENTRATION MILL: The concentration mill consist of a building
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.

                                       10
<PAGE>

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.

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

        The Company is the holder of 96 unpatented lode-mining claims in
Ravalli County, Montana, which were formerly managed and developed under the
name of "Western Vermiculite". These 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'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 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.

                                       11
<PAGE>

     The Company's vermiculite deposit near Hamilton, Montana was first
identified as a potential deposit in the 1930s. 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 estimate of the contained vermiculite deposit in the Company's
Hamilton property was made based on the analyses of the drilling program
samples. An estimate 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 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.

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.

                                       12
<PAGE>

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 its vermiculite ores.

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, other than the operations commenced in December,
1999. 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.

YEAR 2000 COMPLIANCE

The Company experienced no Year 2000 Compliance issues.

                         PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

A pending action against the Company was brought 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. This matter has been settled in principle, and the
company began funding the settlement in the first quarter of the year 2000.

Judgments of record affecting title to the Hamilton Project include:

    (1) a claim of lien filed by the State of Montana in January, 1993, for
$658, reflected on the financial statements as an account payable,

    (2) 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 is accruing at 12% interest from
December 1994; This matter has been settled in principle, and the company will
commence funding the settlement in the year 2000.

                                       13
<PAGE>


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 March 31, 2000.

A Judgment was obtained against the Company in November 1999, by Southampton
Metals, a Bermuda corporation, as a creditor of its Dillon Vermiculite, LLC,
and Elk Creek Vermiculite, Inc., subsidiaries, in the amount of $400,000. The
company has taken steps to raise money to satisfy this judgment and expects to
do so in the second calendar quarter, 2000.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

   None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

   None.

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

   None.

ITEM 5 - OTHER INFORMATION

   None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

   (a) 27.1 Financial Data Schedule

   (b) There were no reports on Form 8-K filed during the three months ended
March 31, 2000.
















                                       14
<PAGE>

<PAGE>
                                 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: May 1, 2000                    STANSBURY HOLDINGS CORPORATION


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


                                      By:/s/ Dennis R. Staal
                                         DENNIS R. STAAL, Chief Financial
                                         Officer and Treasurer
































                                       15
<PAGE>

<PAGE>
                                 EXHIBIT INDEX
EXHIBIT                                              METHOD OF FILING
-------                                        -----------------------------
  27.    FINANCIAL DATA SCHEDULE               Filed herewith electronically