UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1996
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-6034
STANSBURY HOLDINGS CORPORATION
(Exact name of small business issuer as specified in its charter)
Utah 87-0281239
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
20 Battle Ridge Place, Atlanta, GA 30342
(Address of principal executive offices)
(404) 845-0473
(Registrant's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15 (d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes __X__ No ____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes ____ No __X__
APPLICABLE ONLY TO CORPORATE ISSUERS
As of March 3, 1997, the number of shares outstanding was: 17,988,472
Transitional Small Business Disclosure Format (check one);
Yes ____ No __X__
<PAGE>
TABLE OF CONTENTS
Page(s)
Part I Financial Information
Item 1. Financial Statements.............................3
Income Statement.................................4
Balance Sheet....................................5
Item 2. Management's Discussion and Analysis or
Plan of Operation...............................7
Part II Other Information
Item 1. Legal Proceedings................................22
Item 2. Changes in Securities............................25
Item 3. Defaults Upon Senior Securities..................25
Item 4. Submission of Matters to a Vote of
Security Holders................................25
Item 5. Other Information................................25
Item 6. Exhibits and Reports on Form 8-K.................26
Signatures..................................................................28
Page 2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements.
Stansbury Holdings Corporation (referred to herein as either the
"Registrant", the "Company" or "Stansbury") is a development-stage mining
company, which has not commenced operations and has no revenue.
The Company is today filing the required financial statements in this
Quarterly Report on Form 10-QSB for the quarter ended September 30, 1996. These
unaudited interim statements have only become available in the last twenty four
hours after the receipt four weeks of the audit report on the Company's
financial statements for the year ended June 30, 1996.
Page 3
<PAGE>
STANSBURY HOLDINGS CORPORATION
Income Statement
For the Three Months Ending September 30, 1996
Revenues Current Month Year to Date
Total Revenues 0.00 0.00
Cost of Sales
Total Cost of Sales 0.00 0.00
Gross Profit 0.00 0.00
Expenses
Consulting Fees $23,061.40 $23,061.40
Legal 105,487.26 105,487.26
Accounting 18,572.37 18,572.37
Other Office Expenses 2,300.00 2,300.00
Mining Leases 1,515.00 1,515.00
Advertising & Promotion 290.00 290.00
Interest 197,234.42 197,234.42
Interest - OID 30,365.00 30,365.00
Licenses & Permits 128.42 128.42
Professional Fees 18,600.00 18,600.00
Deprec Exp - Building 543.50 543.50
Travel 412.50 412.50
Total Expenses 398,509.87 398,509.87
Net Income $(398,509.87) $(398,509.87)
Page 4
<PAGE>
STANSBURY HOLDINGS CORPORATION
Balance Sheet
September 30, 1996
<TABLE>
<CAPTION>
ASSETS
Current Assets
<S> <C> <C>
Cash - Wiles Escrow Account $ 59,112.05
TOTAL CURRENT ASSETS $59,112.05
Property and Equipment
Building 30,821.50
Mineral Property 34,577,270.00
Development Costs 2,203,288.00
Total Property and Equipment 36,811,379.50
Other Assets 20,000.00
Total Other Assets 20,000.00
TOTAL ASSETS $ 36,890,491.55
-------------
LIABILITIES AND CAPITAL
Current Liabilities
Curr Portion - Long Term
Debt $ 1,654,100.00
Accounts Payable 452,013.00
Accrued Interest 2,725,308.42
Page 5
<PAGE>
Total Current Liabilities $4,831,421.42
Long-Term Liabilities
Notes Payable - Non-current 821,091.00
Total Long-Term Liabilities $821,091.00
TOTAL LIABILITIES $5,652,512.42
Capital
Common Stock 5,219,603.00
Capital in excess of par
value 30,399,745.00
Deferred interest and comp (628,505.00)
Retained Earnings (3,354,354.00)
Net Income (398,509.87)
Total Capital 31,237,979.13
TOTAL LIABILITIES & CAPITAL $36,890,491.55
--------------
</TABLE>
Page 6
<PAGE>
ITEM 2. Management's Discussion and Analysis or Plan of
Operation.
The current Board of Directors and management of the Company (the "New
Board") are the result of a successful proxy contest to elect a new Board of
Directors at a special shareholders' meeting held on December 12, 1994. The
president of the Company, who is also one of the Company's three directors, is
the only original member of the successful slate nominated by the Committee for
New Management of Stansbury Holdings (the "Committee"). The other two current
directors, and the Company's treasurer, are original members of the Committee.
For more information on the Committee, see Amendment No. 7 to Schedule
13-D, filed on March 21, 1996 by the Committee.
Since December, 1994, the New Board has focused on raising money in the
form of loans from existing shareholders (on terms previously disclosed) for the
following purposes:
(a) to fund a factual and legal investigation;
(b) to retain an accountant and an independent public
accountants;
(c) to obtain audited financial statements for the years
ended June 30, 1992 - June 30, 1996;
(d) to prepare and file Annual Reports on Form 10-KSB
Page 7
<PAGE>
and other required reports with the U.S. Securities and Exchange Commission
("SEC") so that the Company is now "current" with the SEC, for the first time
since 1992;
(e) to apply for re-listing of the Company's stock on
the NASDAQ and the OTC Bulletin Board;
(f) to pay selected, key creditors; and
(g) to negotiate and document short-term forbearance
agreements with judgment creditors.
This set of interim goals has now been substantially achieved.
Method of Financing the Company; Use of Monies Already Raised
During the quarter ended September 30, 1996 (the "Current Quarter"),
the Company obtained $148,341 in loans from existing shareholders, on terms
previously disclosed. The Company obtained $195,544 in shareholder loans, on the
same terms, in the previous quarter. An additional total of $103,500 has been
received since the end of the Current Quarter and the date of this Report.
As of September 30, 1996, a total of $813,335 has been lent to the
Company by 55 existing shareholders of the Company and 12 non- shareholders
since December 12, 1994.
The monies raised in the Current Quarter were used to pay attorneys'
and accountants' fees, to pay annual claim fees to the U.S. Government, to
reimburse directors for travel and expenses, to
Page 8
<PAGE>
pay a contractor to do reclamation work at the site of the Company's proposed
mine, to pay consultants' fees for mining experts, to pay for water quality
monitoring, to pay utility bills, to make payment on a mineral lease and to pay
other routine expenses.
The Company believes it has yet to resolve favorably certain of the
problems identified in previous filings:
1. Lack of cash flow continues. Since it has never been an operating
company, Stansbury, by definition, has no revenues. Nor does the Company have
assets which can be readily converted to cash. Therefore, the Company has had to
raise money through shareholder loans.
The Company believes that it will likely be able to raise sufficient
funds from shareholder loans to overcome this problem and to achieve the
above-stated initial goals.
2. Money judgments still must be resolved. Three of the Company's four
judgment creditors have entered into agreements with the Company. The Company
has begun performance on these agreements; the Company believes it will be able
to perform in full, although not always on a timely basis. The other judgment
creditor has been requested to enter into a forbearance agreement with the
Company. Assuming sufficient funding, the Company
Page 9
<PAGE>
believes the creditor will agree to do so.
The Company has little or no liquidity, although it has been paying
most new obligations accruing since December 12, 1994.
To date, no judgment creditor has sought to execute on any judgment.
Should any of the current judgment creditors (see Part One, Item 1 and Part Two,
Item 1) attach the Registrant's assets, the efforts now underway to revive
Stansbury would be imperiled.
Fewer Serious Risk Factors
The Company has favorably resolved the following obstacles:
1. The Company was unable to find financial statements for the years
1992, 1993, 1994 or 1995 (and such do not, apparently, exist). This has been
corrected by the last year's work.
2. The Company needed to prepare books of original entry, so as to be
able to generate management's financial statements for these years before Taylor
& Co. can proceed to audit them. This goal has been achieved.
3. Other than attorneys' escrow account records, no bank accounts and
few financial records have been located for the years 1992-1994. This has been
corrected by the last year's work.
4. Some of the members of former management were refusing to co-operate
in furnishing requested information or to make themselves available to the
auditors for an interview. By suing
Page 10
<PAGE>
these individuals and then settling with them, this issue has been favorably
resolved.
Assuming continued funding, the Company expects to report further
progress in the next quarter.
Completion of the New Board's Initial Investigation
During the Current Quarter, the New Board continued to implement the
platform of the Committee set forth in the Committee's proxy materials for the
December 12, 1994 special meeting of shareholders. Pursuant thereto, the New
Board has:
- searched for and identified all suits, judgment, liens
and debts of or against the Company;
- identified, located and taken possession of the assets,
books and records of Stansbury;
- begun evaluating Stansbury's assets, including the status of
its mineral claims and leases, permits and environmental impact statement; and
- conducted an investigation of, and instituted litigation
(see Part Two, Item 1, below) involving, the activities of prior management.
Since the New Board was elected, the Company has (a) made all required
annual filings with the State of Utah's Division of Corporations; (b) registered
to do business as a foreign
Page 11
<PAGE>
corporation in Montana; (c) paid trade and tax creditors, including redeeming
the Field Office Property in Victor, Montana, which had been sold at a tax sale.
A principal executive office address and a telephone number have been
established.
In addition, the New Board has:
- engaged a CPA firm which has prepared books of original
entry (and unaudited financial statements) for the years ended June 30, 1992,
1993, 1994, 1995 and 1996;
- engaged Taylor & Company as the Company's independent public
accountant to perform an audit of the Company's financial statements for the
years ended June 30, 1992, 1993, 1994, 1995 and 1996, which is now completed;
- identified, prioritized and begun paying trade debts, liens
and judgments;
- paid all known real estate taxes and tax accountants' fees;
- engaged an experienced mining executive as a consultant to
perform a review of the assets, permits and financial records of the Company;
and
- started to develop a business plan to maximize shareholder
value.
Users of this Quarterly Report on Form 10-QSB and the
Page 12
<PAGE>
Company's audited financial statements for the year ended June 30, 1996, should
note that the auditor's report is qualified in nature and includes, among other
things, a "going concern" qualification. The Company is a development stage
company which is not presently engaged in business operations. Management
anticipates that commencement of mining operations will require the Company to
raise $2 to 3 million of equity capital and also an additional $15 to 20 million
in permanent, debt financing.
Proposed Future Use of Proceeds Yet to Be Raised
The Company has to date raised over $916,835 by way of interim
financing.
The Company's fund raising effort is on-going, as the Company seeks to
raise approximately $50,000 per month over the next five months (i.e., March,
1997 - July, 1997). These additional monies, if raised, will be principally
devoted to:
(a) paying for preparation of 1992-1996 corporate income tax returns;
(b) staying current in SEC, state and environmental filings;
(c) payment of attorneys' fees (for Montana, Utah and corporate
counsel);
(d) preparing and filing applications to be re-listed on NASDAQ and the
OTC Bulletin Board;
Page 13
<PAGE>
(e) payment of leases, consultants' fees, attorneys' fees and other
routine expenses; and
(f) payment of directors' expenses.
In May 1995, the Insurance Commissioner of the State of Utah, as
liquidator of two insurance companies (the "State"), agreed, in principal, to
enter into an agreement with the Company (a) to amend the State's mortgage on
the Company's mineral claims so as to allow the Committee's members to have an
equal, first lien security interest in those claims as long as the State's
position was not adversely affected and (b) to enter into a forbearance
agreement with the Company regarding (i) sale of the State's shares of
Stansbury's stock and (ii) any foreclosure on its mortgage.
In July 1995, the Company discovered that a set of second mortgages -
not previously known to the New Board or its corporate officers - existed on the
Company's mineral claims, including two in the name of members of former
management. In light of the Company's dispute with former management (See Part
Two, Item 1), the State and the Company have not been able to implement their
agreement-in-principle.1
- --------
1 Among other things, the State concluded that it is not possible at
this time to amend its first mortgage so as to permit the Committee Members to
take an equal, first lien position without (continued ...)
Page 14
<PAGE>
However, on December 14, 1995, the Company signed a Global Settlement
Agreement with Dr. Samani and Mr. DeRosa, the two members of former management
who had second mortgages. The settlement finally closed on February 5, 1996. At
that settlement, Dr. Samani and Mr. DeRosa delivered subordination agreements
and forbearance agreements of their second mortgage.
The Company has now obtained subordination and forbearance agreements
from all the other holders of secured mortgages. The Company expects, therefore,
to issue the Secured Debentures (the "Notes") to the Committee within the next
thirty (30) days.
As a result of the nine-month delay and nearly $50,000 in expenses
attributable to Dr. Samani and Mr. DeRosa's earlier refusal to deliver these
subordinations, the Company was not able to make the first, February 1, 1996
interest payment to the Committee members. A letter on this subject was sent by
the Company's President, Mr. Sanford, to all Committee members. The
- --------
1(...continued)
jeopardizing its first lien priority vis-a-vis former management's second
mortgages (if valid). Counsel for the Company concurred with this conclusion.
Issuance of notes evidencing the Company's indebtedness to various Committee
members was, therefore, placed "on hold" pending resolution of the dispute, and
litigation, with former management. (See Part II, Item 1).
The Company will now seek to implement the agreement-in- principle by
March 31, 1997.
Page 15
<PAGE>
letter states that the Notes, when issued, will have the first year's interest
included in their principals; but the Notes will have the same terms. For the
second year's interest, the Company proposes to pay stock in lieu of cash.
The Company believes it will be possible to deliver the Notes by April
30, 1997. Interest, in the form of restricted shares, will be paid to Committee
members by April 30, 1997.
Business Plan
By way of a business plan, should the additional $250,000 referred to
above be obtained, the New Board would then seek to accomplish the following
goals;
(a) to pay off remaining debts;
(b) to seek a re-listing of the Company's shares on NASDAQ and
the OTM Bulletin Board;
(c) to pursue new equity financing of $2 million - $3 million;
(d) to register the Committee's restricted shares as part of
the same financing;
(e) to pursue opportunities to commence business operations
and generate revenue in 1997, and
(f) to seek to locate the approximately 25% of the Company's
shareholders for whom the Company has no current address.
Thereafter, the Company will call a regular annual
Page 16
<PAGE>
shareholders' meeting as soon as the above plans mature. At such annual meeting,
the New Board presently expects to ask the shareholders to take some or all of
the following actions:
(a) to elect the nominees of the New Board;
(b) to ratify and approve a stock option plan for management
for the next year;
(c) to ratify the selection of an independent public
accountant for the next year;
(d) to approve a class of preferred stock;
(e) to approve amendments to the Company's articles of
incorporation, including a possible change of corporate domicile;
and
(f) to act on such other matters as may properly come before
an annual meeting.
With the net proceeds of the above-described $2 to 3 million "best
efforts" offering in hand, the Company would then seek debt and equity financing
to fund construction of $15 to 20 million. If - and only if - such financing is
obtained, construction (primarily improvements to road access and site
preparation) of the proposed open-pit vermiculite mine and mill outside
Hamilton, Montana could begin in or about mid-1998.
This plan may change if the Company is able to make a
Page 17
<PAGE>
successful acquisition in 1997.
This is a very ambitious program, especially in light of the problems
facing the Company. No assurance can be given that any of the above goals can be
achieved. The Company's shareholders (and any person considering purchasing
shares of Stansbury stock) should specifically note the following:
1. There are material ongoing disputes, and litigation, with three
members of former management and two former members of the current board. See
Part II, Item 1.
2. Exploration, development and mining of mineral properties involve
unique and greater risks than those generally associated with other industries.
The Company's operations are subject to all the hazards and risks normally
incident to the exploration, development and mining of mineral properties,
including the particular risks described herein.
3. The mining industry is subject to extensive federal, state and local
laws and regulations covering exploration, development, operations and
production, taxes, labor standards, occupational health, waste disposal,
environmental protection, reclamation, mine safety, toxic substances and other
matters. Environmental, operating, water, dust and other federal and state
permits are essential to any mining operation. The nature of the
Page 18
<PAGE>
mining business is such that mining companies are frequently in the process of
applying for additional permits or modifications to existing permits at any
given time.
There can be no assurance that such permits will be granted in the
future as needed, and, if such permits are not granted, the Company or any
mining venture in which it is a participant could be required to curtail or
cease its development plans or operations with serious adverse consequences to
its liquidity and profitability. Amendments to current laws and regulations
governing operations and activities of mining companies or more stringent
implementation thereof or additional taxes could have a material adverse impact
on the Company.
4. Any development of Stansbury's leases or mineral resources will
require applications for issuance of permits from federal and state authorities,
including the U.S. Forest Service and the State of Montana's Department of
Environmental Quality.
5. There exists an unknown quantum of environmental and community
opposition to any mining activity by Stansbury in Ravalli County, Montana where
the proposed mine would be located. In 1996, a newspaper article published in
Montana stated that a "concerned citizens coalition" was seeking to raise funds
to initiate litigation to block issuance of permits as part of a "No Stansbury"
Page 19
<PAGE>
campaign. A letter from an attorney purporting to represent the Campaign was
rejected by the U.S. Forest Service in 1996.
No assurance can be given that any such environmental and citizens
litigation, if instituted, would not succeed in blocking Stansbury's development
of its mineral leases.
6. As of March 1, 1997, the members of the Committee were collectively
owed approximately $2,523,690.25 by Stansbury. The New Board is seeking at least
an additional $150,000 - 200,000 from current or future members of the Committee
which, if obtained, will result in a total indebtedness by the Company to
members of the Committee of approximately $2.8 million.
The liquidator for Southern Insurance Company, a member of the
Committee, holds a recorded first mortgage for $796,435 on the mineral leases of
Stansbury securing a debt of $881,435, which is included in the above totals.
7. A successful resolution of any or all of the above matters will
require substantial injections of new capital. No assurance can be given that
such capital can be raised.
8. A successful resolution will also require cooperation and
concessions among members of the New Board, the former management of Stansbury,
the State of Utah, members of the Committee and Stansbury's creditors. Certain
creditors of the Company have
Page 20
<PAGE>
judgments against the Company upon which they could seek to execute, if the
Company cannot enter into and perform settlement agreements with them. (See Part
II, Item 1 (Legal Proceedings)).
If a business plan with a reasonable likelihood of success, including
provision for new capital, appears unachievable, any or all the New Directors,
as well as the Company's Executive Officers, may elect to resign from the Board,
to cause Stansbury to file for reorganization under federal bankruptcy laws, to
adopt a plan of recapitalization, to adopt a plan of liquidation or to seek a
purchaser for Stansbury. The foregoing list is not intended to be exhaustive.
Page 21
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
A. Pending Suits.
The Company is aware of the following, pending lawsuits brought against
it:
1. On October 16, 1995, the Company filed suit against its former
management in the United States District Court for the District of Utah, Central
Division. Stansbury Holdings Corporation v. Murton, et al., Case No. 2:95CV
0947G (D. Utah). On October 19, 1995, after a hearing, the Company obtained a
preliminary injunction against former management.
On December 14, 1995, the Company entered into a Global Settlement
Agreement with Dr. Samani, Mr. Samani and Mr. DeRosa. The Company commenced
making payments pursuant to said Global Settlement thereafter.
In December, 1995, Robert Murton, formerly the president of the
Company, appeared before the Honorable Thomas Green, United States District
Judge for the District of Utah, and placed a settlement agreement with the
Company on the record. Mr. McLaughlin, the only remaining defendant, is evading
service of process.
Page 22
<PAGE>
2. On October 1, 1996, Dr. Sami Samani and Thomas DeRosa filed suit
against the Company in court in Salt Lake City, Utah. Plaintiffs contend that
the Company breached the Global Settlement Agreement described in Section 1
above and that the Company owes them the sum of $32,634.40, plus interest.
The Company has filed an answer denying any liability, together with a
counterclaim alleging that plaintiffs have breached the Global Settlement
Agreement.
3. On January 14, 1997, Michael LaFleur, a former director and officer,
filed a claim for back pay and reimbursement of expenses with the Department of
Labor and Industry of the State of Montana. The Division has already disallowed
the claim for expenses leaving a disputed amount of $16,250.
On February 14, 1996, the Company filed its answer denying any
liability to Mr. LaFleur.
Since it is not possible to enter a counterclaim against Mr. LaFleur in
a 1997 proceeding of this type, the Company has not yet filed such a claim.
4. On January 27, 1996, Simon Grant-Rennick (a former director of the
Company and an original member of the New Board), through Southampton Metals
Limited, filed suit against the Company in the Montana Fourth Judicial District
Court in Missoula County,
Page 23
<PAGE>
Montana. The suit alleges that the Company is indebted to Southampton Metal
Limited in the amount of $30,000, plus interest from 1993. The Company has not
yet been required to file an answer in the proceeding.
B. Judgments.
The Company is aware of the following outstanding and unsatisfied
judgments:
Herd v. Stansbury Holdings Corporation,
(District of Salt Lake, Utah)
$63,360.00
Bauernfiend v. Stansbury Holdings Corporation,
(Bergen Co. N.J.) $ 8,163.82
Dorsey & Whitney v. Stansbury Holdings Corporation,
(D. Mont.) $85,310.10
Martineau & Assoc. v. Stansbury Holdings Corporation,
(District of Salt Lake, Utah) $5,845.41
The Company has insufficient funds on hand to pay these judgments in
full and has sought forbearances from some of the judgment creditors. To date,
two have been obtained on the Herd and Bauernfiend judgments and the Company has
commenced performance, not always on a timely basis. The Company believes it has
or will receive sufficient funds in the future to complete performance.
Forbearances are being sought from the other two judgment creditors. Initial
proposals to Dorsey & Whitney and to
Page 24
<PAGE>
Martineau were rejected.
In the Company's judgment, these judgments against the Company resulted
solely from the actions of former management.
ITEM 2. Changes in Securities.
None.
ITEM 3. Default Upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
None.
ITEM 5. Other Information.
(a) On November 20, 1996, Simon Grant-Rennick, a director of
the Company, resigned his position. The current directors are:
- Donald Sanford
- Dr. Martin Peskin
- Dr. Howard Pomerantz
The Company's officers are:
- Donald Sanford - president
- David Racher - treasurer
(b) The Company expects to file its applications to be re-
listed on the NASDAQ and OTM Bulletin Board within the next two
Page 25
<PAGE>
weeks.
(c) The Company is pursuing the possibility of acquiring either (i) an
existing operating vermiculite property or (ii) an existing, operating
vermiculite-related business as a way of generating revenue during calendar year
1997. The Company believes that, by utilizing the Company's large net operating
loss carry forward, such a acquisition would offer attractive rates of return.
It would also take the fund raising pressure off the Committee.
One inquiry made by the Company has been declined; two others are
pending. Subject to due diligence, the Company believes it has a source of
financing available for such an acquisition.
(d) The Company is exploring the possibility of an equity offering to
raise additional capital. Such an offering would also involve the "piggy bank
registration" of the restricted shares issued to the members of the Committee,
so that this stock would become freely tradeable through the fund raising
process.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
27. - Financial Data Schedule.
(b) Reports on Form 8-K.
August 22, 1996 - 1992-95 Audit Report released
and 10-KSB filed for four years
ended June 30, 1995.
Page 26
<PAGE>
December 6, 1996 - Simon Grant-Rennick resigns as
a director.
Page 27
<PAGE>
SIGNATURE
In accordance with the requirements of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
STANSBURY HOLDINGS CORPORATION
By: /s/ DAVID RACHER
DAVID RACHER
Treasurer
(Chief Financial Officer and
duly authorized corporate
officer)
DATED: March 21, 1997
Page 28
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000093566
<NAME> STANSBURY HOLDINGS CORPORATION
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 59,112
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 59,112
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 36,890,492
<CURRENT-LIABILITIES> 4,831,421
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 36,890,491
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 398,509
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 197,234
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
