UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NUMBER 06034
STANSBURY HOLDINGS CORPORATION
----------------------------------------------
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
UTAH 87-0281239
------------------- ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
676 LOUIS DRIVE, WARMINSTER, PA 18974
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER (215) 328-9566
----------------------------------------
113 83RD STREET, VIRGINIA BEACH, VA 23451
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check whether the issuer (1) 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 the court. [ ] Yes [ ] No
NOT APPLICABLE
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity as if the latest practicable date:
AT MAY 23, 1997 _________ SHARES OF COMMON STOCK, PAR
VALUE $.25 PER SHARE
Transitional Small Business Disclosure Format (check one): Yes __ No X
<PAGE>
INDEX
(THREE MONTHS ENDED MARCH 31, 1997)
PART I - FINANCIAL INFORMATION
PAGE
----
ITEM 1. FINANCIAL STATEMENTS
Balance Sheet 3
Income Statement 4
Statement of Cash Flow 5
ITEM 2. PLAN OF OPERATIONS 6
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults in Senior Securities 11
Item 4. Matters Submitted to a Vote of Security Holders 11
Item 5. Other Matters 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
2
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STANSBURY HOLDINGS CORPORATION
BALANCE SHEET
MARCH 31, 1997
ASSETS
MARCH 31, 1997 JUNE 30, 1996
-------------- -------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash - Wiles Escrow Account $ 23,795 $ 81,318
TOTAL CURRENT ASSETS 23,795 81,318
----------- -----------
PROPERTY AND EQUIPMENT
Building 29,735 31,365
Mineral Property 34,577,270 30,399,745
Development Costs 2,203,288 2,203,108
TOTAL PROPERTY AND EQUIPMENT 36,810,293 36,811,743
----------- -----------
OTHER ASSETS
Other Assets 20,000 20,000
TOTAL OTHER ASSETS 20,000 20,000
----------- -----------
TOTAL ASSETS: $36,854,088 $36,913,061
=========== ===========
LIABILITIES AND CAPITAL
MARCH 31, 1997 JUNE 30, 1996
-------------- -------------
(UNAUDITED)
CURRENT LIABILITIES
Current Portion-Long Term
Debt $ 1,654,100 $ 1,654,100
Accounts Payable 523,137 452,013
Accrued Interest 3,156,296 2,528,074
TOTAL CURRENT LIABILITIES 5,333,532 4,634,187
----------- -----------
LONG-TERM LIABILITIES
Notes Payable-Noncurrent 935,591 672,750
TOTAL LONG TERM LIABILITIES 935,591 672,750
----------- -----------
TOTAL LIABILITIES: $6,269,123 $5,306,937
=========== ===========
CAPITAL
Common Stock $ 5,334,103 $ 5,071,262
Capital in excess of
par value 30,399,745 30,399,745
Deferred interest
and comp (674,607) (510,529)
Retained earnings (3,354,354) (3,354,354)
Net income (1,119,923) 0
TOTAL CAPITAL $30,584,964 $31,606,124
----------- -----------
TOTAL LIABILITIES AND
CAPITAL: $36,854,088 $36,913,061
=========== ===========
</TABLE>
3
<PAGE>
STANSBURY HOLDINGS CORPORATION
INCOME STATEMENT
FOR THE NINE MONTHS ENDED MARCH 31, 1997
FOR THE NINE
QUARTER ENDED MONTHS ENDED
MARCH 31, 1997* MARCH 31, 1997*
--------------- ---------------
REVENUES
TOTAL REVENUES 0 0
COST OF SALES
TOTAL COST OF SALES 0 0
-------- --------
GROSS PROFIT 0 0
-------- --------
Expenses
Consulting Fees $43,115 $81,929
Legal 51,929 204,098
Accounting 19,967 48,275
Office Supplies 0 63
Other Office Expenses (103) 2,197
Mining Leases 3,008 6,023
Advertising and Promotion 0 290
Interest 221,336 628,222
Interest-OID 35,509 98,763
Licenses and Permits 0 128
Professional Fees 21,120 43,984
Depreciation Expense-Building 544 1,631
Utilities (44) (44)
Transfer Fees 1,245 1,245
Travel 331 3,120
TOTAL EXPENSES 398,135 1,119,923
NET INCOME: $(398,135) $1,119,923
____________________________
* Comparable figures for the corresponding period
in 1996 are unavailable.
4
<PAGE>
<TABLE>
<CAPTION>
STANSBURY HOLDINGS CORPORATION
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 1997
QUARTER ENDED FOR THE NINE MONTHS
MARCH 31, 1997 ENDED MARCH 31, 1997
-------------- --------------------
<S> <C> <C>
Cash Flows from Operating
Activities $(398,135) $(1,119,923)
Net Income
Adjustments to reconcile net
income to net cash provided
by operating activities
Accounts Payable 76,274 76,274
Accrued Interest 221,366 628,222
-------
TOTAL ADJUSTMENTS 297,640 704,495
Net Cash provided by Operations (100,496) (415,428)
Cash Flows from investing activities
Used for
Development Costs 0 (180)
NET CASH USED IN INVESTING 0 (180)
Cash Flows from financing activities
Proceeds From
Notes Payable-Noncurrent 66,000 262,841
Common Stock 66,000 262,841
Deferred interest and comp 35,509 98,763
Used For
Deferred interest and comp (66,000) (262,841)
NET CASH USED IN FINANCING 101,509 361,604
NET INCREASE (DECREASE) IN CASH $ 1,013 $(54,003)
SUMMARY
Cash Balance at End of Period $23,795 $23,795
Cash Balance at Beginning of Period (22,792) (76,168)
NET INCREASE (DECREASE) IN CASH $1,003 $(54,373)
</TABLE>
5
<PAGE>
ITEM 2. PLAN OF OPERATION
The Registrant is in the development stage and has had no operations.
Therefore, the Registrant has had no revenue and none is expected in the
foreseeable future. Further, the Registrant has experienced severe cash flow
problems, and it has no immediate availability of funds for liquidity purposes.
Over the last 18 months, the Registrant's source of funds has been loans made by
individuals who have become members of the Committee for New Management (the
"committee"). A total of $66,000 of such funds were raised from the Committee
during the quarter ended March 31, 1997; to date, approximately $947,335 has
been raised from this source; however, it is unlikely that this source of funds
will continue. The Registrant's independent certified public accountants issued
a qualified opinion in connection with the Registrant's financial statements for
the fiscal year ended June 30, 1996, which qualification questioned the
Registrant's ability to continue as a "going concern."
During the quarter ended March 31, 1997, substantially all of the funds
available to the Registrant were used to pay attorneys, accountants, other
consultants and related professional fees and to reimburse management for
various expenses.
There is substantial indebtedness owed by the Registrant. The
Registrant has been unable to pay the accrued interest (approximately $164,500)
that was due in February 1997, on certain investor notes. As a result accrued
interest increased at a rate of 12% per annum. Presently, the Registrant has no
material amount of cash or other liquid assets with which to pay this or any
other of its indebtedness. In addition, there was a significant increase in
non-current notes payable which represent $66,000 in the form of Committee
loans.
It has recently come to the attention of management that an outstanding
liability, specifically an unpaid obligation in the amount of $224,399.86, for
services rendered on February 17, 1988, by Wright Engineers Ltd., succeeded by
Fluor Daniel Wright Ltd. ("Fluor"), remains outstanding. Subsequently, this
unpaid bill was converted into a promissory note and an amendment to this
promissory note was entered into on September 9, 1996, by the immediate past
president, pursuant to which the Registrant is obligated to pay $224,399.86,
with interest thereon at the rate of 18% per annum, with a forbearance of
payment until May 1, 1997. In June 1997, the Registrant initiated direct contact
with Fluor to examine the validity of this obligation and to enter into a
settlement. There can be no assurance that the Registrant will have the funds
available to satisfy this obligation.
The Registrant's former general counsel is withholding from the
Registrant certain files in his possession, including those relating to (i) the
funds which were invested by the Committee
6
<PAGE>
members, and (ii) pending actions involving the Registrant which have been
previously reported. As a result, the Registrant has not been able to review
such files in order to update previous disclosure regarding various judgments
and pending actions as identified in the Form 10-QSB for the quarter ended
December 31, 1996. In addition, the Registrant's former president is also
withholding all files in his possession, which files may be relevant to this and
other issues discussed below.
The Registrant has directed management to examine and enter into
negotiations with all current plaintiffs to settle all outstanding judgments
against it. To that end, the Registrant's President has met personally with the
principal plaintiffs in the SAMANI AND DEROSA action and has entered into an
agreement to settle such judgment. A final draft of that Agreement is
forthcoming. Additionally, the Registrant's President has been in direct contact
with the plaintiffs in the action concerning the wage claim of MICHAEL F.
LAFLEUR and the action initiated by SOUTHHAMPTION METALS LTD. and has agreed
with both of such plaintiffs to settle these actions. Agreements regarding both
of these matters have been finalized.
The Registrant has also been able to secure funds necessary to satisfy
these settlements. The Board of Directors has instructed management to fund
these settlements through the issuance of common stock in lieu of cash, wherever
possible. This would further increase dilution of the Registrant's current
shareholders' common stock.
Further, the Registrant previously announced an agreement-in- principle
with the State of Utah regarding, among other things, the consent of the State
to allow certain recent and future lenders to the Registrant (the Committee), as
described above, to have a first secured position, in PARI PASSU with that held
by the State.
The Registrant has been in direct contact with the State of Utah, its
largest creditor and shareholder, to negotiate and obtain a forbearance
agreement and a collateral spreading agreement. Management is currently
examining records associated with the origination of this debt by previous
management of the Registrant and to insure the validity of the claim. There can
be no assurance that the Registrant will be able to secure a forbearance or
collateral spreading agreement with such creditor, and if such creditor were to
initiate an action to collect this debt, the ability of the Registrant to
satisfy this claim and otherwise continue as a going concern would be highly
doubtful. No collateral spreading agreement has been finalized and there is no
assurance that it ever will be; as a result, such lenders hold an unsecured
position.
The valuation of the Registrant's principal asset which consists of 85
unpatented lode mining claims, comprising
7
<PAGE>
approximately 1,750 acres northeast of Hamilton, Montana, is based on the
results of a 1986 drilling program that totaled 90 holes on approximately 31
acres of the Registrant's 1,750-acre claim. The drill-proven vermiculite mineral
inventory valuation was completed by Western Resources. Additional valuation
analysis was completed by the R. J. Lee Group and by Dr. James Hindman, Ph.D. in
1992 and 1996, respectively. There can be no assurance that such valuations are
accurate, or that the vermiculite reserves on the Registrant's property can be
profitably extracted and sold.
On May 14, 1997, the Board of Directors removed Donald Sanford as
President of the Registrant and appointed Edward C. Stanojev, Jr. as President,
and James Hindman, Ph.D. as Vice President. Additionally, on June 19, 1997,
David Racher resigned as Treasurer; he was replaced by Jeff Wertz. In addition,
Shea Smith was hired to serve as the Director of Internal Public Relations.
The Registrant's new management has been charged with the duty of
formulating a new business strategy for the Registrant. This strategy is
expected to address, among other things, the issues of securing financing,
potential merger candidates in the vermiculite industry, formulating a strategy
regarding the satisfaction of various existing settlement agreements and pending
litigation, as well as negotiating a forbearance agreement and a collateral
spreading agreement with the Registrant's principal creditor (described above).
Management believes the foregoing is consistent with the policies set forth by
the Committee in the Registrant's proxy materials for its shareholders' meeting
of December 12, 1994. The Board of Directors has directed management to complete
a comprehensive business strategy and to obtain the necessary financing to
execute the same.
The Registrant's President and Vice President have begun the process of
implementing the Registrant's stated objective to enter into the vermiculite
mining industry. The Registrant has purchased a minority interest in Resource
Vermiculite L.L.C. ("Resource"), which is the Elk Gulch mine and mill located in
Dillon, Montana, currently non-operational. Additionally, the Registrant intends
to enter into a letter of intent with a managing partner of Resource to acquire,
upgrade and operate the Elk Gulch mine and mill. This would allow the Registrant
to control the leases with existing claimholders. This would allow the
Registrant to promptly entry into a vermiculite operation with a minimum of
capital expenditure. There can be no assurance that the Registrant will acquire
said operations or obtain the financing necessary to acquire and upgrade the
mine and mill if a purchase agreement is executed.
The Registrant's primary asset, its reserve vermiculite holdings in
Hamilton, Montana, is currently being analyzed by the Registrant's staff. If the
aforementioned Elk Gulch acquisition is completed, then the Registrant's
vermiculite reserves may provide for a steady source in addition to the existing
vermiculite
8
<PAGE>
reserves located at the Elk Gulch mine and mill. If the Elk Gulch mine and mill
is not acquired by the Registrant, and no subsequent acquisition of a
vermiculite mine and mill can be completed, the Registrant will then consider
promptly developing its Hamilton deposit. Upon completion of a comprehensive
examination of the operational potential of the Hamilton deposit, the Registrant
will determine whether it is feasible and prudent to develop said asset. If, for
whatever reason, management believes that the development of the Hamilton
deposit should not be attempted, then the Registrant will seek a buyer for said
asset, or if no such buyer is forthcoming, the Registrant should substantially
"write-down" such asset.
Management of the Registrant, at the direction of its Board of
Directors, has directly contacted the members of the Committee and has requested
verification of the amounts and dates of any loans made thereby to the
Registrant, and the amount of common stock, if any, which they have received in
fulfillment of the terms of the loans, as well as an indication from each
Committee member as to his willingness to accept common stock in lieu of cash
interest payments (currently in arrears) otherwise due of such loans. There can
be no assurance that the Registrant will be able to secure the agreement of each
Committee member to accept common stock rather than case for such interest
payments. If such stock is issued, further dilution of the current shareholders'
holding would occur. Further, there can be no assurance that the Registrant will
have the requisite funds to meet the interest payments due and payable on the
loans originated by members of the Committee.
Tax and accounting records are currently being forwarded to the
Registrant for review and verification of proper filing. No opinion can be
rendered until this process has been completed.
The Registrant's Form 10-QSB for the quarter ended December 31, 1996,
at pp. 17-21, describes a number of factors which may influence any efforts by
the Registrant to effectuate any business plan involving its vermiculite mining
claims and rights.
The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements. In order to comply with the terms of the
safe harbor, the Registrant notes that a variety of factors could cause the
Registrant's actual results and experience to differ materially from the
anticipated results or other expectations expressed in the Registrant's
forward-looking statements. The assumptions regarding the Registrant's
development and the results of its proposed business include:
. successful raising of additional funds to continue the
development of the Registrant's operations;
. prompt and satisfactory resolution of various legal disputes
involving the Registrant;
9
<PAGE>
. successful exploration, development and mining of mineral
deposits which activities are inherently risky and hazardous;
. accuracy of the assessment of the Registrant's vermiculite
deposits on the Registrant's Hamilton site property; and
. compliance with extensive federal and state regulations pertaining to
mining activities including, but not limited to, environmental
regulations, should the Registrant commence vermiculite mining at the
Hamilton site (or any other similar mining location.
10
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No pending legal proceeding was terminated during the quarter ended March
31, 1997; however, reference is made to Part I, Item 2, "Plan of Operation,"
above.
ITEM 2. CHANGES IN SECURITIES
An aggregate of $66,000 (principal amount) of convertible notes were sold
in the quarter ended March 31, 1997; those notes are convertible into 264,000
shares. The sale of these securities was made pursuant to Section 4(2) of the
Securities Act of 1933, as amended.
ITEM 3. DEFAULTS IN SENIOR SECURITIES
The Registrant has failed to pay certain accrued interest (totaling
$1,300,000) on indebtedness owed to certain members of the "Committee for New
Management" and others. (See Part I, Item 2, "Plan of Operation," above.)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
On May 14, 1997, Mr. Donald Sanford was removed as President of the
Registrant. On May 27, 1997, Mr. Edward C. Stanojev, Jr. was elected to be
President.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
4. Form of 12% Bond in connection with loans made by
members of the Committee and others.
(b) None.
11
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has
caused this Form 10-QSB report to be signed on its behalf by the undersigned
hereunto duly authorized.
STANSBURY HOLDINGS CORPORATION
BY: /s/ EDWARD C. STANOJEV, JR.
----------------------------------
EDWARD C. STANOJEV, JR., PRESIDENT
BY: /s/ JEFF WERTZ
----------------------------------
JEFF WERTZ, TREASURER AND CHIEF
FINANCIAL OFFICER
DATED: AUGUST 8, 1997
12
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
4 Form of 12% Bond in connection with loans made by members of the
Committee and others.
27 Financial Data Schedule
No.____________ $____________
STANSBURY HOLDINGS CORPORATION
State of Utah
12 percent Bond
Due February 1, 2000
FOR VALUE RECEIVED, Stansbury Holdings Corporation, a Utah corporation
(the" Corporation"), promises to pay to _____________, or registered assigns, on
February 1, 2000, the principal sum of $_____ in lawful money of the United
States of America. The Corporation further promises to pay interest on the
principal sum from February 1, 1997, at the rate of twelve percent (12%) per
annum in lawful money of the United States of America. Interest will be paid
quarterly on May 1, August 1, November 1, and February 1, of each year after
February 1 1997, until the principal sum of this Bond has been paid or provision
for its payment has been made.
The principal of this Bond shall be payable at the principle office of the
Corporation (or at any other place the Corporation designates in writing from
time to time) upon the presentation and surrender hereof. The annual interest
payments will be mailed to the registered holder of this Bond at the address
last furnished in writing to the corporation.
This Bond is one of a series of bonds of the Corporation, bearing interest
at the rate of twelve percent (12%) per annum, issued and to be issued in
connection with and secured by a
<PAGE>
mortgage or deed of trust dated May__, 1995, given by the Corporation to _______
Bank & Trust Company of Salt Lake City, Utah, as Trustee. The aggregate amount
of bonds that may be issued under and pursuant to the mortgage or deed of trust
is $_____ million; all of such bonds are equally secured by the mortgage or deed
of trust. The mortgage or deed of trust mortgages to the Trustee the property
and assets of the Corporation specified in the mortgage or deed of trust. A
description of the property and assets mortgaged, the nature and extent of the
security interest of the Trustee in the propery and assets mortgaged, the nature
and extent of the rights of the holders of the bonds under the mortgage or deed
of trust, and the terms and conditions under which the bonds are issued is
contained in the mortgage or deed of trust, reference to which is hereby made
with respect to all of the foregoing.
This bond is registered both as to principal and interest and is
transferable only on the books of the Corporation by presentation and surrender
of this Bond accompanied by an assignment form duly completed and executed by
the registered holder hereof or a duly auhorized attorney.
This bond will not become an obligation of the Corporation unless and until
the trustee's certificate on this Bond has been signed by ___________ Bank &
Trust Company.
IN WITNESS WHEREOF, the Corporation has caused this Bond to be signed by
its duly authorized officers on May____, 1995.
Page 2
<PAGE>
STANSBURY HOLDINGS CORPORATION
------------------------------
President
------------------------------
Secretary
Trustee's Certificate
________________________Bank & Trust Company, Trustee, hereby certifies
that this Bond is one of the bonds referred to in the mortgage or deed of trust
referred to in this Bond.
_______________Bank & Trust Company
-------------------------------
Vice President
Page 3
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 23,795
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 23,795
<PP&E> 36,854,088
<DEPRECIATION> 0
<TOTAL-ASSETS> 36,854,088
<CURRENT-LIABILITIES> 5,333,532
<BONDS> 25,200,861
0
0
<COMMON> 5,334,103
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 36,854,088
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 141,290
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 256,845
<INCOME-PRETAX> (398,135)
<INCOME-TAX> 0
<INCOME-CONTINUING> (398,135)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (398,135)
<EPS-PRIMARY> 0
<EPS-DILUTED> (.017)
</TABLE>
