SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended December 31, 1999         Commission File No.  0-6034
                                                                     -----------


                         STANSBURY HOLDINGS CORPORATION
                    (Exact Name as Specified in Its Charter)

          STATE OF UTAH                                          87-0281239
           -------------                                          ----------
     (State of Incorporation)                                 (I.R.S. Employer
                                                          Identification Number)

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


               Registrant's telephone number, including area code:
               ---------------------------------------------------
                                 (720) 748-1407


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 shorter period that the registrant was required
to  file  such reports), and (2) has been subject to the filing requirements for
at  least  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  December  31,  1999, there were outstanding 53,627,197 common shares, $0.001
par  value.


<PAGE>


                         STANSBURY HOLDINGS CORPORATION

                              INDEX TO FORM 10-QSB

     Item                                                               Page
--------------                                                          ----

PART  1  -  FINANCIAL  INFORMATION

Item  1.     Financial  Statements

Item  2.     Plan  of  Operations

PART  II  -  OTHER  INFORMATION

Item  1.     Legal  Proceedings

Item  2.     Changes  in  Securities

Item  3.     Defaults  Under  Senior  Securities

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

Item  5.     Other  Information

Item  6.     Exhibits  and  Reports  of  Form  8-K




<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM  1-  FINANCIAL  STATEMENTS
<TABLE>
<CAPTION>

                    STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEET
                                   DECEMBER 31, 1999


                                                            Dec 31, '99    Jun 30, '99
                                                           -------------  -------------
<S>                                                        <C>            <C>
ASSETS
Current Assets:
  Cash and cash equivalents . . . . . . . . . . . . . . .  $        625   $          -
  Prepaid expenses. . . . . . . . . . . . . . . . . . . .        19,440          9,645
  Due from related party. . . . . . . . . . . . . . . . .        20,298         20,298
  Other . . . . . . . . . . . . . . . . . . . . . . . . .             -          4,130
                                                           -------------  -------------
    Total Current Assets. . . . . . . . . . . . . . . . .        40,363         34,073

Property and Equipment at cost:
  Undeveloped mineral claims and
    projects, using the full-cost method. . . . . . . . .    19,208,576     19,030,333
  Buildings . . . . . . . . . . . . . . . . . . . . . . .       100,000        100,000
  Other property and equipment. . . . . . . . . . . . . .         4,107          1,800
  Development costs other projects. . . . . . . . . . . .       153,466         29,123
                                                           -------------  -------------
                                                             19,466,149     19,161,256

Less:    accumulated depreciation . . . . . . . . . . . .       (26,437)       (25,767)
                                                           -------------  -------------
    Net Property and Equipment. . . . . . . . . . . . . .    19,439,712     19,135,489

Deposits. . . . . . . . . . . . . . . . . . . . . . . . .        20,000         20,000
                                                           -------------  -------------
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . .    19,500,075     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 . . . . . . . . .     1,303,303      1,607,739
  Convertible notes payable to officers
    and shareholders. . . . . . . . . . . . . . . . . . .       401,700        460,500
  Convertible note to related party . . . . . . . . . . .       130,000        130,000
  Accrued Interest. . . . . . . . . . . . . . . . . . . .       906,786        948,507
  Trade accounts payable. . . . . . . . . . . . . . . . .       577,407        478,251
                                                           -------------  -------------
    Total Current Liabilities . . . . . . . . . . . . . .     4,674,696      5,055,145

Long-Term Debt. . . . . . . . . . . . . . . . . . . . . .             -              -
                                                           -------------  -------------
Total Liabilities . . . . . . . . . . . . . . . . . . . .     4,674,696      5,055,145

Stockholders' Equity:
  Common stock, par value $0.001, authorized 100,000,000,
    issued and outstanding 53,627,197 and 43,828,773 at
    December 31, 1999 and June 30, 1999 respectively. . .        88,481         43,829
    Paid-in capital . . . . . . . . . . . . . . . . . . .    21,433,246     19,077,092
    Deferred interest . . . . . . . . . . . . . . . . . .      (337,731)      (337,731)
    Accumulated deficit . . . . . . . . . . . . . . . . .    (6,358,617)    (4,648,773)
                                                           -------------  -------------
    Total Stockholders' Equity. . . . . . . . . . . . . .    14,825,379     14,134,417
                                                           -------------  -------------
TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY . . . . . . .  $ 19,500,075   $ 19,189,562
                                                           =============  =============

</TABLE>

<TABLE>
<CAPTION>

                       STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                Three Months                Six Months
                                             Ended December 30          Ended December 30
                                           ----------------------     ----------------------
                                              1999        1998         1999         1998
                                           ----------  -----------  -----------  -----------
<S>                                        <C>         <C>          <C>          <C>
OPERATING ACTIVITIES
  Net Income. . . . . . . . . . . . . . .   (738,083)   1,864,420   (1,699,332)   1,512,706
  Adjustments to reconcile Net Income
  to net cash provided by operations:
    Prepaid Expenses. . . . . . . . . . .     (6,988)                   (5,665)
    Accounts Payable. . . . . . . . . . .     33,980       58,599      107,342      104,747
    Accrued Int. Payable. . . . . . . . .    (82,370)  (1,654,113)     (41,721)  (1,649,313)
    Due from related party. . . . . . . .                 (38,243)                  (41,849)
                                          ----------  -----------  -----------  -----------
Net cash provided by Operating Activities   (793,461)     230,663   (1,639,377)     (73,709)
INVESTING ACTIVITIES
    Other Property and Equipment. . . . .                               (2,307)
    Accumulated Depreciation. . . . . . .                                  670
    Undeveloped Mineral Claims. . . . . .   (148,887)      (3,985)    (245,067)      (8,371)
    Development Costs Other Projects. . .    (65,889)      (2,816)    (124,517)      (2,816)
Net cash provided by Investing Activities   (214,776)      (6,801)    (371,221)     (11,187)
FINANCING ACTIVITIES
    Notes Payable . . . . . . . . . . . .   (203,600)    (480,962)    (381,936)    (441,961)
    Note Payable to a Related Party . . .                 130,000                   130,000
    Common Stock. . . . . . . . . . . . .      4,976          113       44,652      215,074
    Common Stock to Issue . . . . . . . .                 125,000                    75,000
    Capital in Excess of Par. . . . . . .  1,203,940                 2,356,154       50,000
    Correction P/Y Acctng Entry . . . . .                                            56,000
                                          ----------  -----------  -----------  -----------

Net cash provided by Financing Activities  1,005,316     (225,850)   2,018,870       84,113
                                           ----------  -----------  -----------  -----------

Net cash increase for period. . . . . . .     (2,920)      (1,988)       8,272         (783)
Cash at beginning of period . . . . . . .      3,545        2,889       (7,647)       1,684
                                           ----------  -----------  -----------  -----------
Cash at end of period . . . . . . . . . .        625          901          625          901
                                           ==========  ===========  ===========  ===========

</TABLE>





                   STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED OPERATING STATEMENT
            THREE AND SIX MONTHS ENDING DECEMBER 31, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                             THREE MONTHS ENDING           SIX MONTHS ENDING
                                         DEC. 1999        DEC. 1998     DEC. 1999       DEC. 1998
                                         ---------      ---------      ---------       ---------
<S>                                      <C>           <C>           <C>           <C>
  Revenues                               $         -   $         -   $         -   $-

  Development Costs . . . . . . . . . .            -        75,704        10,260       143,668
  Expenses:
    Sales and Commissions . . . . . . .       22,260        51,743        78,314       114,285
    Office Expenses . . . . . . . . . .      115,439        12,381       229,254        15,334
    Professional Services . . . . . . .      302,438        38,656       455,358       112,048
    Other General and administrative. .        1,612           567        25,350         1,910
    Mining Expenses . . . . . . . . . .            -             -        16,100        12,400
    Taxes . . . . . . . . . . . . . . .            -           517             -         1,257
    Interest. . . . . . . . . . . . . .      296,358        12,485       884,786       142,865
                                         ------------  ------------  ------------  ------------

  Total Expenses. . . . . . . . . . . .      738,107       192,053     1,699,422       543,767

  Loss from operations. . . . . . . . .     (738,107)     (192,053)   (1,699,422)     (543,767)

  Other income. . . . . . . . . . . . .           25     2,056,474            90     2,056,474
                                         ------------  ------------  ------------  ------------

  Net Loss. . . . . . . . . . . . . . .  $  (738,082)  $ 1,864,421   $(1,699,332)  $ 1,512,707

  Basic and diluted earnings per share:

    Loss from continuing operations . .        (0.01)        (0.01)        (0.03)        (0.02)

    Net Loss. . . . . . . . . . . . . .        (0.01)         0.07         (0.03)         0.06

  Basic and diluted weighted average
    shares outstanding. . . . . . . . .   52,146,410    24,899,585    49,596,409    24,524,515
</TABLE>


SEE  ACCOMPANYING  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

<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.

     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  December  31,  1998  and  December  31, 1999
statements  presented  herein.

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

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

<TABLE>
<CAPTION>
                                              Three  Months
                                             Ending  12/31/99
                                   Dollars                     Shares
<S>                              <C>                         <C>
  Retirement of Convertible
    Notes to Shareholders
    or Vendors: . . . . . . . .  $   360,600                  1,442,400
  Interest on Notes or Vendor
    Agreements: . . . . . . . .  $   376,229                  1,576,146
  Acquisition and Development
    Costs:. . . . . . . . . . .  $   151,088                    604,352
  Commissions and Investor
    Consulting: . . . . . . . .  $   183,500                    734,000
  Expenses Settled and Recorded
    in Current Period, but
    Incurred in Prior Periods:.  $   137,500                    550,000
                                 -------------                 ---------

  Total . . . . . . . . . . . .  $ 1,208,917                  4,906,898
                                 =============                =========
</TABLE>


"Expenses Settled and Recorded in Current period, but Incurred in Prior Periods"
refers  to  a  settlement  with  two  prior  Directors.  The  expenses  were  in
settlement of a combined $118,019 in Director's Fees and $19,481 in Rent Expense
reimbursed  to one of these Directors.  Although these expenses were incurred in
prior  periods  (1994  - 1997), due to their settlement with a stock issuance in
the  current  period, these expenses are being recognized in the current period.



    STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
     NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

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

The  Company emerged from Chapter 11 bankruptcy proceedings during 1985, and has
been  non-operating since that time.  At December 31, 1999, its negative working
capital  was  approximately  ($4.63)  million  and  accumulated  deficit  was
approximately  ($6.36)  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.

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.
                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
     NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

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


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.

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.  At  December  31,  1999  a total of  $4.18 million had been
capitalized  as  costs  related  to  this  acquisition.
<PAGE>









     STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
     NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

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 7.85 million common shares valued
at  $2.22  million  and the assumption of $1,752,500 in debt. As of December 31,
1999,  the  $1,752,500  in  debt  assumed  has  been  reduced  by  $597,000 by a
combination  of stock and cash payments, leaving a balance of $1,155,500.  As of
December  31,  1999,  Stansbury was also liable to the sellers 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.

Elk  Creek  was  acquired from an entity that is controlled by an individual who
was  a  former  officer  and  director of Stansbury.  At December 31, 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.
<PAGE>

     STANSBURY  HOLDINGS  CORPORATION  AND  SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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,
                                            1999          1998
                                       ------------  ------------
<S>                                    <C>           <C>

      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>




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

Obligations  remaining  from  the Elk Creek acquisition (see Note 4) at December
31,  1999  consisted  of  the  following:

          Four  promissory  notes  payable          $   393,000
          Purchase  debt  obligation                    762,500
          Due  to  Elk  Creek  seller                   200,000
                                                    ------------
                                                     $1,355,500
                                                     ==========

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  December 31, 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  December  31,  1999.
<PAGE>

                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  6  -  CONVERTIBLE  NOTES  PAYABLE  TO  OFFICERS  HAREHOLDERS
            ------------------------------------------------------

Convertible  notes payable to officers and shareholders at December 31, 1999 and
1998  consisted  of  the  following:
<TABLE>
<CAPTION>


                       1999        1998
                     ---------   ----------
<S>                  <C>         <C>
90-Day Notes. (12%)   $ 24,000    $348,800
180-Day Notes (10%)    377,700      10,000
                      --------    --------
                     $ 401,700    $358,800
                     =========    ========
</TABLE>



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  these  loans.  The  value  of  such  inducement shares charged to interest
expense  during  the  year ended June 30, 1999 was $996,328 and $436,250 for the
six  months  ending  December  31,  1999.

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.

<PAGE>



                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  8  -  LONG-TERM  DEBT
            ---------------
<TABLE>
<CAPTION>


     Long-term  debt  at  December 31, 1999 and 1998 consisted of the following:

                                                1999           1998
                                          --------------  -------------
<S>                                       <C>             <C>

  Officers, directors and shareholders:
----------------------------------------
  Promissory notes bearing interest
   at rates from 12% to 15%. . . . . . .  $      432,385  $   1,131,221
  Mortgages payable, interest
    Prepaid. . . . . . . . . . . . . . .         429,000        449,000
  Other:
----------------------------------------
Other promissory notes and
    obligations payable. . . . . . . . .         441,918        896,285
                                          --------------  -------------

   Long-term debt. . . . . . . . . . . .       1,303,303      2,476,506

   Less current installments . . . . . .       1,303,303      2,476,506
                                          --------------  -------------

   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.   Conversion of these two debts to the Company's common
shares  is  expected  to  occur  in  February  2000.

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%.  The  Company  will  seek to settle these obligations with a
combination  of  cash  and  common  stock.

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.  At December 31, 1999, there
were  53,627,197  shares  of  the  Company's  common  stock  outstanding.

<PAGE>


                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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.

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>

<PAGE>

     STANSBURY  HOLDINGS  CORPORATION  AND  SUBSIDIARIES
     NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

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

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  December  31,  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.

<PAGE>



     STANSBURY  HOLDINGS  CORPORATION  AND  SUBSIDIARIES
       NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

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.  The Company
has  approximately  $42,000  in  payroll  taxes  due to various state, local and
federal  agencies.  These  are  included  in  the  Company's  accounts  payable.

     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 December 31, 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  December 31, 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  December  31,  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  December  31,  1999  ($772,500;  see  Note 5).


<PAGE>

                                     PART I

                           ITEM 2 - PLAN OF OPERATIONS

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; this project is
expected  to  be in full operation during the first calendar quarter of the year
2000.  About  20  tons of ore were mined and concentrated to an adequate product
for shipment to a customer, in December, 1999, as a test run of a portion of the
mill.  The  operation  is  permitted  for  a  production

(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.

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.

<PAGE>

     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 (years 1994-5?)
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:

      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  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.

                   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.

                          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 drilling
program  is  anticipate  to  occur  in  the first quarter of calendar year 2000.

     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.


<PAGE>
                              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.


<PAGE>
                           PART II - OTHER INFORMATION
                           ITEM 1 - LEGAL PROCEEDINGS

     A  pending  action  against  the  Company was broguth 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
theCompany 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 will commence 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  first  quarter  of  the  year 2000.

     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  June  30,  1998.

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  first  quarter,  2000.

ITEM  2  -  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

         None,  other than those disclosed in the financial statements and notes
thereto:  see  specifically  notes  8,  9  and  10.

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  December  31,  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:  FEBRUARY  10,  2000        STANSBURY  HOLDINGS  CORPORATION



                                       BY:    /s/  ALDINE  J.  COFFMAN,  JR.
                                          --------------------------------------
                                           ALDINE  J.  COFFMAN,  JR.,  CHIEF
                                           EXECUTIVE  OFFICER  AND  PRESIDENT

                                       BY:    /s/  JEFFERY  L.  WERTZ
                                          --------------------------------------
                                           JEFFERY  L.  WERTZ,  CHIEF
                                           FINANCIAL  OFFICER AND VICE PRESIDENT