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, 2001


                         Commission File Number: 0-6034


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



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


            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  September  30,  2000,  there  were  94,748,901   common  shares  issued  and
outstanding, $.001 par value.

<PAGE>
ITEM 1 - Financial Statements



                 STANSBURY HOLDINGS CORPORATION AND SUBISIDARIES
                           CONSOLIDATED BALANCE SHEETS
                                 MARCH 31, 2001

                                                 March 2001       June 2000
                                                ------------    ------------
Assets

Current Assets:
    Cash                                        $     52,493    $       --
    Accounts Receivable                         $     28,494    $       --
    Inventory                                   $    130,400    $     18,960
    Prepaid expenses                            $     17,500    $     11,640
    Other                                       $      9,916    $      9,916
                                                ------------    ------------
         Total Current Assets                   $    238,803    $     40,516

Land                                            $    120,000    $       --

Property and Equipment, at cost:
    Undeveloped mineral claims and
        projects, using full-cost method        $ 23,532,593    $ 19,349,198
    Los Banos exfoliation plant                 $    569,102    $    569,102
    Buildings                                   $    850,000    $    100,000
    Other property and equipment                $      7,670    $      6,219
                                                ------------    ------------
                                                $ 24,959,365    $ 20,024,519

Less:  accumulated depreciation                 $    (35,233)   $    (35,233)
                                                ------------    ------------
         Net Property and Equipment             $ 24,924,132    $ 19,989,286

Other Assets:
    Reclamation bonds                           $     45,100    $     45,100
    Investment in Resource Vermiculite LLC      $    126,088    $    126,088
    Deposits                                    $       --      $       --
                                                ------------    ------------
  Total Other Assets                            $    171,188    $    171,188

Total Assets                                    $ 25,454,123    $ 20,200,990
                                                ============    ============

Liabilities and Stockholders' Equity


Current Liabilities:
    Bank Overdrafts                             $       --      $     52,227
    Elk Creek acquisition obligations           $    972,500    $  1,072,500
    Los Banos acquisition obligation            $    350,000    $    350,000
    Sweetwater acquisition obligation           $    163,000    $       --
    Current installments of long-term debt      $    817,217    $    820,718
    Convertible notes payable to officers
        and shareholders                        $    743,846    $    195,750
    Convertible note payable to related party   $    130,000    $    130,000
    Accrued interest                            $    195,337    $    694,717
    Trade accounts payable                      $  1,267,804    $    587,916
                                                ------------    ------------

         Total Current Liabilities              $  4,639,704    $  3,903,828

Long-Term Debt                                  $  1,510,000    $       --
                                                ------------    ------------
         Total Liabilities                      $  6,149,704    $  3,903,828
                                                ------------    ------------
Stockholders' Equity:
    Common stock, par value $0.001,
        authorized 100,000,000, issued
        and outstanding 99,772,149 and
        74,508,534 at March 31, 2001 and
        June 30. 2000, respectively             $     99,772    $     74,509
    Paid-in capital                             $ 33,323,939    $ 26,716,353
    Deferred interest                           $    (88,691)   $    (88,691)
    Accumulated deficit                         $(14,030,601)   $(10,405,009)
                                                ------------    ------------

         Total Stockholders' Equity             $ 19,304,419    $ 16,297,162
                                                ------------    ------------

Total Liabilities and Stockholders' Equity      $ 25,454,123    $ 20,200,990
                                                ============    ============


           See Accompanying Notes to Consolidated Financial Statements



<PAGE>
<TABLE>
<CAPTION>


                          STANSBURY HOLDINGS CORPORATION AND SUBISIDARIES
                               CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE AND NINE MONTHS ENDING MARCH 31, 2001 AND 2000


                                                   THREE MONTHS                   NINE MONTHS
                                                  ENDED MARCH 31                 ENDED MARCH 31
                                             2001             2000            2001            2000
                                         -------------   ------------    -------------   -------------
<S>                                      <C>             <C>            <C>              <C>
Sales                                    $    122,687    $        268    $    168,325    $        358
Cost of sales
                                         ----------------------------    -----------------------------
Gross profit                             $    122,687    $        268    $    168,325    $        358

Expenses:
    Operating                            $    380,362                    $    770,558
    General and administrative           $    203,938    $    686,275    $  1,598,117    $  1,500,911
    Interest, conversion premiums,
        and equity inducements           $    301,165    $  1,082,041    $  1,425,243    $  1,966,827
                                         ----------------------------    -----------------------------
Total Expenses                           $    885,465    $  1,768,316    $  3,793,918    $  3,467,738

Loss from operations                     $   (762,778)   $ (1,768,048)   $ (3,625,593)   $ (3,467,380)

Other income                                                                             $       --



Net Loss                                 $   (762,778)   $ (1,768,048)   $ (3,625,593)   $ (3,467,380)


Basic and diluted earnings per share:

    Loss from continuing operations      $      (0.01)   $      (0.03)   $      (0.04)   $      (0.06)

    Extraordinary gain                   $       --      $       --      $       --      $       --


    Net Loss                             $      (0.01)   $      (0.03)   $      (0.04)   $      (0.06)

    Basic and diluted weighted average
        shares outstanding                 99,772,149      59,903,559      98,132,733      53,742,287

</TABLE>





<PAGE>

                 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                         Nine Months Ended
                                                              March 31

                                                       2001             2000
                                                   ------------    -------------
OPERATING ACTIVITIES
Net Income (Loss)                                  $(3,625,592)    $ (3,467,380)
Adjustments to reconcile
 Net Income (loss) to net cash provided
 by operations:
 Accounts Receivable                                 $ (28,495)
 Depreciation                                                             $ 670
Stock issued for debt,interest and compensation                      $5,473,284
 Prepaid Expenses                                     $ (5,860)         $ 8,841
 Inventory                                          $ (111,440)
 Accounts Payable                                    $ 677,616        $ (87,099)
Other Assets
 Accrued Interest Payable                           $ (499,381)      $ (251,878)
 Other Current Liabilities                           $ 611,197        $ (21,558)

      Net cash provided by (used in)
      Operating Activities                         $(2,981,955)      $1,654,880

INVESTING ACTIVITIES
 Mineral property                                  $(2,211,263)
 Land                                               $ (120,000)
 Prepaid Royalty                                    $ (209,500)
 Building                                           $ (750,000)
 Other Property and Equipment                      $(1,887,263)        $ (2,307)
 Development Costs                                   $ (20,557)      $ (352,992)
 Deposits                                             $ (4,100)       $ (25,100)

     Net cash provided by (used in)
     Investing Activities                          $(5,202,683)      $ (380,399)


FINANCING ACTIVITIES
 Bank Overdraft                                                         $ 5,431
 Notes Payable                                     $ 1,506,500     $ (1,275,321)
 Common Stock                                         $ 25,264
 Common Stock to Issue                                 $ 2,171
 Capitalization Excess                             $ 6,607,586

     Net cash provided by (used in)
     Financing Activities                          $ 8,141,521     $ (1,269,890)

Net cash increase for period                         $ (43,117)         $ 4,591

Cash at beginning of period                           $ 52,228              $ -

Cash at end of period                                 $ 52,493          $ 4,591








<PAGE>



STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Stansbury, and its wholly owned subsidiaries, to wit:

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

are referred to collectively herein as the "Company."

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

<PAGE>

NOTE 2 - GOING CONCERN STATEMENT

The Company emerged from Chapter 11 bankruptcy  proceedings during 1985, and has
been  non-operating  since that time until June,  2000.  At March 31, 2001,  its
negative working capital was approximately  $4,400,901,  and accumulated deficit
was approximately $14,030,601.

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

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

The Company's  independent  public  accountants  have included a "going concern"
emphasis  paragraph  in their  audit  report  accompanying  the  June 30,  2000,
consolidated  financial  statements  reported in the  Company's  10K-SB for that
reporting period.  The paragraph states that the Company's  recurring losses and
negative working capital raise  substantial doubt about the Company's ability to
continue as a going concern and cautions  that the  financial  statements do not
include adjustments that might result from the outcome of this uncertainty.

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

NOTE 3 - TRADE PAYABLES

Trade Payables in the amount of $1,267,803.82 are broken down as follows:

International Vermiculite (Montana), Inc. $192,478.56
International Vermiculite (California), Inc. $52,169.72
Sweetwater Garnet, Inc. $117,960.33
Stansbury Holdings Corporation $756,564.69
Pay-roll taxes and related $76,130.52
Common stock to issue (subsequently issued) $72,500





<PAGE>

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

NOTE 4- COMMITMENTS AND CONTINGENCIES

Effective  December 1, 2000, the Company entered into a 60-month lease agreement
for office space in Denver,  Colorado.  Rent is payable quarterly in three-month
increments at $14,000, with future annual escalations.

The Company is obligated to the federal government for approximately $24,100 per
year to maintain the  ownership of its mineral  claims.  These funds are due and
payable by noon,  on September 1, each year,  and have been paid through  August
31, 2001.

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, 2001,  the  principal  amount of these  obligations  is included in
short-term debt under the caption "officers, directors and shareholders."

Actions  brought by certain  trade  creditors  and others  have  resulted in the
Company  issuing  promissory  notes payable to those  creditors.  The Company is
accruing  interest  on these  amounts  pursuant  to the terms of the  promissory
notes.  At March 31, 2001,  the principal  amount of these  promissory  notes is
included in long-term debt under the caption "other".

Actions  have  also  been  brought  by the  Company  with  respect  to the  debt
obligations  that  resulted  from  the  Elk  Creek  acquisition  and  Los  Banos
acquisition, as well as for certain equipment acquisitions.  Management believes
that these  matters  will be settled for an amount not greater than the recorded
amount of those obligations at March 31, 2001.


<PAGE>
ITEM 2 - PLAN OF OPERATIONS:

GENERAL:

Stansbury  continued  its  transition  from a  development  stage  company to an
operating  company in the quarter  ending March 31,  2001,  although the road of
such  transition  proved to not to be  smooth.  Because  of  repeated  equipment
failures  at the  Dillon  Vermiculite  Mill,  the  decision  was made to suspend
vermiculite  mining and  milling  operations  on March 9, 2001,  until  reliable
replacement  equipment could be acquired and installed.  The equipment  failures
had  developed  a crescendo  of  shut-downs,  leading to more  severe  operating
cash-flow  negatives  than the company could  sustain.  Funding for  replacement
equipment,  through the in-place partially funded private placement program,  is
anticipated to supply the capital needed to install the required equipment,  and
provide the working capital to renew mining and milling of vermiculite.

Although  the  vermiculite   mining  and  milling  operations  in  Montana  were
temporarily suspended, adequate inventory of concentrate had been shipped to the
company's  exfoliation  facility  in Los  Banos,  California,  to  continue  the
operations of that facility.  Revenues from the sale of exfoliated product,  the
only company revenues for the quarter, totaled $63,441.00.  Sales of vermiculite
concentrate to customers were suspended until the  replacement  equipment at the
mill could assure product quality for industrial,  as opposed to  horticultural,
uses.

During the quarter, the company continued to process its inventory of stockpiled
garnet concentrate owned by its Sweetwater Garnet subsidiary in Dillon, Montana.
The company also acquired the  principal  components  for its new  concentrating
equipment  to be  installed  at its  Sweetwater  Garnet mine in Madison  County,
Montana,  and expects to open that fully  permitted  mine in late May, 2001, for
year-around mining and concentration of garnet ore.

During the quarter, the company received funding from two private placements, as
follows:  (1) from the October 2000 offering of $2.5 million in secured mortgage
participations, $150,000, and (2) from a February, 2001, secured working capital
line,  $200,000.  The  remaining  unsubscribed  funding  from the  October  2000
offering as of the end of the quarter was  $810,000.00,  of which  $175,000  has
been  subsequently  subscribed  (see  subsequent  event  note  to the  financial
statement).  The company expects the remaining  subscription to be filled in the
current quarter.  Adverse Stock Market conditions prevailing from October to the
present are seen by the private  placement  agent as the primary  reason for the
delay in the funding schedule.

DESCRIPTION OF PROPERTIES AND OPERATIONS:

A.    VERMICUILTE PROPERTIES AND OPERATIONS:

     (1)   THE DILLON VERMICULITE PROJECT MINE AND MILL:

         (a)   UNPATENTED LODE MINING CLAIMS:
<PAGE>

     The  mining  property  consists  of 95  unpatented  lode-mining  claims  of
approximately  20 acres  each,  or a total of 1900  acres  (slightly  over three
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)   MINE AND CONCENTRATION MILL:

     The  concentration  mill consists of a building of  approximately  60 by 40
feet, with a thirty-foot ceiling, to which a large shed roof extension was added
during the  quarter.  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 up to twelve winnowing boxes.  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.
A dust control baghouse was erected adjacent to the mill during the quarter.

     (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.
<PAGE>

     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. At this time, the Company is deferring
further  work  on  the  Hamilton  Project  until  it  has  sustained  commercial
operations of its Dillon mine and mill.

     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.

     (3)   THE LOS BANOS EXFOLIATION PLANT:

     The Los Banos  Exfoliation  Plant,  located  in the San  Joaquin  valley of
central  California,  was  acquired by the Company in May,  2000.  The  facility
consists of two rotary furnaces for the exfoliation of vermiculite,  and certain
ancillary equipment. The Plant is capable of processing 5000 tons of product per
year. All exfoliate  product  processed by the plant is currently  being sold to
customers in the San Joaquin Valley.

     The Company is reviewing the California air emission  standards that are to
take  effect on July 1, 2001,  and  evaluating  the capital  cost of  compliance
versus the capital cost of relocating the exfoliation facility to either Montana
or  Nevada.  If  relocation  is  elected,  the  time to  physically  remove  and
re-install  the plant is  expected  to take less than 30 days.  Such a relocated
facility would include not only the two currently operating  furnaces,  but also
the two additional  furnaces  acquired by the Company in December 2000. The four
furnaces would be capable of 10,000 tons of product per year.

     (4)   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.
<PAGE>

     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 (now Virginia 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 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 other than the Company's facilities at Dillon.

     Currently,  substantially  all of the vermiculite  imported into the United
States and Canada comes from either the Peoples  Republic of China, the Republic
of South Africa,  or Zimbabwe.  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.

     B.    GARNET PROPERTIES AND OPERATIONS:

   On July 28, 2000, the Company acquired Sweetwater Garnet, Inc. (a Nevada
corporation qualified to do business in Montana), from Absolute Resources Corp.,
an Alberta, Canada, publicly traded company. Sweetwater Garnet, Inc., now a
wholly owned subsidiary of the Company, is the owner of the Sweetwater Garnet
Mine and Mill Project.

     The Sweetwater  Garnet Mine and Mill Project consists of 1860 acre lease in
Madison County,  Montana,  upon which a garnet  concentrating  mine and mill are
located,  and a finishing  mill located on four acres of fee land in  Beaverhead
County, Montana, about six miles south of the town of Dillon, Montana,  adjacent
to  Interstate15  and a rail siding.  The  acquisition was completed on July 28,
2000.

     The garnet  facilities have a fully  permitted  capacity of at least 12,000
tons  per year of  finished  garnet,  which  in the  past  has been  sold to the
abrasives and water treatment industries. With modest expenditures, the mine and
two mills can be increased to 20,000 tons per year output,  which represents 20%
of current United States demand.  The Plant building can house further  capacity
increase  up to  50,000  tons per year.  Industrial  grade  garnet,  used in the
abrasives  industry,  and in water-jet  cutting and water treatment  facilities,
sells  generally  for an  average  of $300  per  ton,  depending  on  size.  The
facilities of Sweetwater  Garnet,  Inc., produce the full suite of sizes used in
the industry. The known ore body covers an extensive area from the surface to an
average depth of nine feet,  with an estimated  resource able to supply 16 years
of ore to the mills at a production  rate of 20,000 tons of finished  garnet per
year.
<PAGE>

     C.    LIQUIDITY AND FINANCE:

     Prior to 1999, the Company had been inactive and  non-operating  for years;
consequently,  it has been  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,  maintained  sporadically  through  the  summer  of  2000,  and
commenced in earnest  during the last calendar  quarter of 2000.  Other than the
revenues from recent  production,  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. Funding for Company general
and  administrative  expenses is not expected to be satisfied by this source. It
is  anticipated  the  balance of the funds to be realized  from the  outstanding
private  placement  will  sustain  the  company  until  its  revenues  are  self
sufficient for that purpose. The Company expects that condition to be reached in
the July1 to September,  30, 2001, quarter, but certainly no later than December
31, 2001.


    PART II - OTHER INFORMATION:

ITEM 1 - LEGAL PROCEEDINGS:

Pending actions against the Company, as of May 10, 2001, include the following:

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

(2) The  Montana  Department  of  Environmental  Quality  issued two  Notices of
Noncompliance  regarding disturbances at the Dillon Vermiculite Property and the
Hamilton Property with Civil penalties totaling $42,950.  With respect to Dillon
Project,   the  Company  is  currently   negotiating   with  the  Department  of
Environmental Quality to pay $20,000 and to complete $20,000 in reclamation work
on various  abandoned mine sites around the State.  With respect to the Hamilton
Project, the proposed penalty of $450 has been paid.

(3) A  Complaint  to  foreclose  a Notice of  default  on the note  with  Nevada
Vermiculite, L.L.C., that the Company has failed to make a $130,000 payment plus
interest due October  28,1999.  The foreclosure  pertains to the entire Hamilton
project. Responsive pleadings,  including a counterclaim have been filed in this
matter.
<PAGE>

(4) The Company initiated an action to have a Receiver  appointed for one of the
creditors  of its Dillon  Vermiculite  operation - Resource  Vermiculite  LLC, a
defunct  company.  The Company has acquired about an 11% interest in the defunct
company and is  currently in the process of seeking a  restructured  settlements
with the Receiver.

(5) A judgment obtained by Dorsey & Whitney, a general partnership, in December,
1994,  for a total  amount of which is $85,210 . A settlement  in principal  has
been reached.

(6) A judgment  obtained by  Martineau & Co., in Salt Lake City,  Utah,  in May,
1991, for approximately $5,000.00.

(7)     A judgment obtained by Bruce Blessington, in Salt Lake County, Utah, for
$14,674.00.

     These  judgments  [items (6) and (7)]  remain  unsatisfied  as of March 31,
     2001,  are more  than  seven  years old and may now be  unenforceable.  The
     present  whereabouts  of the  claimants  is unknown to the  Company at this
     time.

(8) Two former  directors  have filed an action in Bergen  County,  New  Jersey,
claiming the company was indebted to them in the amounts of $335,000 and $12,000
respectively,  with  interest  and costs.  The company  has  engaged  counsel to
contest the claims.

(9) Pacific  Vermiculite  LLC has filed an action in Merced County,  California,
for judgment on the balance due on the acquisition of the Los Banos Exfoliating.
The matter has been settled in principle.

(10)  Kailub,  Inc.,  as  assignee  of  Lowell  Thomas,  has  filed an action in
Beaverhead County, Montana, to collect the sum of $40,000.00,  plus interest and
costs, primarily in relation to the sale to Stansbury of certain equipment.  The
matter has been settled in principle.

(11) Behre  Dolhbear & Co. has filed an action  against  the company in the City
and County of Denver,  Colorado,  for the sum of approximately  $15,000.00.  The
matter has been settled in principle and the initial  payment on the  settlement
has been made.

(12) Cooperative  Holding  Corporation has filed and action in Essex County, New
Jersey,  for $30,000,  plus interest and costs. The company expects to discharge
this indebtedness prior to June 30, 2001.

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

     Accordingly,  items (1), (2), (5), (9), (10), (11) and (13) are regarded as
resolved,  with  paperwork  to  effect  the  dismissal  of these  actions  to be
completed by the end of the fiscal year (June 30,  2001).  Items (6) and (7) are
being  reclassified as no longer debts of the company.  Item (12) is expected to
be resolved  prior to June 30,  2001.  Items (3), (4) and (8) are expected to be
litigated.

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)  There were no reports on Form 8-K filed  during the three months ended
          March 31, 2001.



<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 14, 2001      STANSBURY HOLDINGS CORPORATION


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


                  By:/s/ Eldon W. Brickle
                  ELDON W. BRICKLE, Chief Operating
                  Officer and Assistant Treasurer, Director and
                  Executive Vice-President