UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Quarterly Period ended March 31, 2002 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) 3435 South Yosemite Street, Suite 100, Denver, CO 80231-4601 ------------------------------------------------------------ (Address of Principal Executive Offices) (720) 748-1407 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Old Address: 8811 East Hampden Avenue,#100 Denver, Colorado 80231 New Telephone Number: 720-748-7786 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ X ] NO [ ] Indicate the number of shares outstanding of the issuer's classes of common stock as of the latest practicable date. At March 31, 2002, there were 99,975,149 common shares issued and outstanding, $.001 par value. ITEM 1 - Financial Statements STANSBURY HOLDINGS CORPORATION AND SUBISIDARIES UNAUDITED CONSOLIDATED BALANCE SHEET MARCH 31, 2002 2002 ------------ (Unaudited) Assets Current Assets: Cash $ 25,159 Accounts Receivable $ 3,984 Inventory $ 120,471 Prepaid expenses $ 100 ------------ Total Current Assets $ 149,713 Land $ 120,000 Property and Equipment, at cost: Undeveloped mineral claims and projects, using full-cost method $ 23,620,654 Buildings $ 1,520,043 Other property and equipment $ 14,798 ------------ $ 25,155,495 Less: accumulated depreciation $ (670,190) ------------ Net Property and Equipment $ 24,485,305 Other Assets: Reclamation bonds $ 45,100 Investment in Resource Vermiculite LLC $ 50,000 Deposits $ 260 ------------ Total Other Assets $ 95,360 Total Assets $ 24,850,379 ============ Liabilities and Stockholders' Equity Current Liabilities: Elk Creek acquisition obligations $ 969,000 Los Banos acquisition obligation $ 350,000 Sweetwater acquisition obligation $ 123,000 Current installments of long-term debt $ 820,718 Convertible notes payable to officers and shareholders $ 614,846 Convertible note payable to related party $ 130,000 Other notes payable $ 2,438,608 Accrued Expense $ 8,523 Accrued interest $ 952,106 Accrued Payroll tax $ 259,611 Trade accounts payable $ 1,850,870 ------------ Total Current Liabilities $ 8,517,282 Long-Term Debt $ -- ------------ Total Liabilities $ 8,517,282 ------------ Stockholders' Equity: Common stock, par value $0.001, authorized 100,000,000, issued and outstanding 99,975,149 and 99,772,149 at March 31, 2002 and 2001, respectively $ 99,975 Paid-in capital $ 33,334,486 Accumulated deficit $(17,101,364) ------------ Total Stockholders' Equity $ 16,333,097 ------------ Total Liabilities and Stockholders' Equity $ 24,850,379 ============ See Accompanying Notes to Consolidated Financial Statements 1 STANSBURY HOLDINGS CORPORATION AND SUBISIDARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATION FOR THE THREE MONTHS AND NINE MONTHS ENDING MARCH 31, 2002 AND 2001 3 MONTHS 9 MONTHS 2002 2001 2002 2001 ---------------------------- ---------------------------- Sales $ -- $ 122,687 $ -- $ 168,325 Cost of sales $ -- $ -- $ -- ---------------------------- ---------------------------- Gross profit $ -- $ 122,687 $ -- $ 168,325 Expenses: Operating $ 114,388 $ 380,362 $ 382,075 $ 770,558 General and administrative $ 217,155 $ 203,938 $ 921,263 $ 1,598,117 Interest, conversion premiums, and equity inducements $ 225,954 $ 301,165 $ 302,448 $ 1,425,243 ---------------------------- ---------------------------- Total Expenses $ 557,497 $ 885,465 $ 1,605,786 $ 3,793,918 Loss from operations $ (557,497) $ (762,778) $ (1,605,786) $ (3,625,593) Net Loss $ (557,497) $ (762,778) $ (1,605,786) $ (3,625,593) Basic and diluted earnings per share: Loss from continuing operations $ (0.01) $ (0.01) $ (0.02) $ (0.04) Extraordinary gain $ -- $ -- $ -- $ -- Net Loss $ (0.01) $ (0.01) $ (0.02) $ (0.04) Basic and diluted weighted average shares outstanding 99,975,149 99,772,149 99,975,149 98,132,733 2 STANSBURY HOLDINGS CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended March 31 2002 2001 ------------ ------------ OPERATING ACTIVITIES Net Income (Loss) $(1,605,786) $(3,625,592) Adjustments to reconcile Net Income (loss) to net cash provided by operations: Stock issued for interest,Debt inducement and $ (72,500) compensation Accounts Receivable $ 4,620 $ (28,495) Depreciation $ 58,037 Prepaid Expenses $ 23,265 $ (5,860) Inventory $ 14,269 $ (111,440) Accounts Payable $ 429,858 $ 677,616 Other Assets Accrued Interest Payable $ 244,074 $ (499,381) Other Current Liabilities $ 67,453 $ 611,197 Net cash provided by (used in) Operating Activities $ (836,711) $(2,981,955) INVESTING ACTIVITIES Mineral property $(2,211,263) Land $ (120,000) Other Property and Equipment $ (113,715) $(2,850,863) Development Costs $ (88,200) $ (20,557) Net cash provided by (used in) Investing Activities $ (201,915) $(5,202,683) FINANCING ACTIVITIES Notes Payable $ 1,506,500 Payments on Elk Creek obligations Payments on Sweetwater obligations $ 584,283 Payments on convertible notes Satisfaction on convertible notes to shareholders Increase in Accrued Interest on Convertible notes and Notes payable Stock Issued for conversion of Term Debt $ 284,150 $ 6,635,021 Net cash provided by (used in) $ 868,433 $ 8,141,521 Financing Activities Net cash increase/decrease for period $ (170,194) $ (43,117) Cash/Overdraft at beginning of period $ (19) $ 52,228 Cash at end of period $ 25,159 $ 52,493 3 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. 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. 4 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. NOTE 2 - GOING CONCERN STATEMENT The Company emerged from Chapter 11 bankruptcy proceedings during 1985, and was non-operating until June, 2000. At March 31, 2002, it's negative working capital was approximately $8.4 Million, and accumulated deficit was approximately $17.1 Million. 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, 2001, 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. 5 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. Vermiculite mining and concentration operations were temporarily suspended on March 8, 2001, pending certain plant rehabilitations, and Garnet operations were curtailed November 6, 2001, pending further funding, although the Garnet Operations resumed on January 15, 2002, with the additional funding forthcoming. NOTE 3 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 The Company is obligated to the federal government for approximately $19,100 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, 2002. 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 directors, and others are trade creditors. Actions brought by shareholders and former officers and directors generally pertain to default in the repayment terms of amounts loaned to the Company. The Company is accruing interest on these amounts pursuant to the terms of the underlying obligations. At December 31, 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 December 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 December 31, 2001. NOTE 5-SUBSEQUENT EVENTS (A) Garnet Operations: The wash plant addition to the Dillon Garnet Finishing Mill, located south of Dillon, Montana on Interstate-15, saw the completed installation of its equipment, pumps and associated facilities, and the start-up of operations, in late April, 2002. The mill is now experiencing full throughput operations. (B) California Exfoliation Project Joint Venture: In April 2002, the Company and IBI Corporation engaged a Project Manager for the joint venture to be known as Vermiculite Worldwide, and received the first 100 tons of large particle size vermiculite from the IBI Resources Uganda vermiculite mine and mill. (C) Evaluation of Dillon Vermiculite Mill Beneficiation Processes: the Company has concluded from preliminary engineering studies that a dry separation process, such as winnowing, may not be the best, or most efficient or feasible manner, to produce 90% vermiculite concentrate from the ores at either Hamilton or Dillon, and that a wet process may be required. The capital cost, and permitting expenditures, to modify the mill, are under consideration. There is, accordingly, no timetable to resume mining or milling at Dillon. 6 ITEM 2 - PLAN OF OPERATIONS: GENERAL Management's goal for Stansbury is to rapidly evolve the company from an exploration and development stage entity to an operating and production entity, capable of sustaining itself financially from revenues from production. To effect this goal, Management has given priority to two operations: (1) the Sweetwater Garnet Mine and Mill, and (2) the California exfoliation, at the Company's Los Banos facility or elsewhere, of vermiculite concentrate imported from Uganda. These operations may be summarized as follows: (1) Sweetwater Garnet Mine and Mill: The garnet operation was chosen to become the primary operation of the company. It is the most recently constructed of the companies assets, with reliable equipment, and needed little further capital expenditure. In mid-January, 2002, funding of the start-up resumed with draws against a loan in place of up to $1,000,000. Construction of a new wash plant at the finishing Mill near Dillon was commenced in the quarter, and recently put into operation, with the full finishing mill circuit. Garnet product is now being processed and orders for product have been obtained, with several sales made since the end of the reporting quarter (see Subsequent Events Note) (2) California Exfoliation Operation: In March, 2002, the Company entered into a joint venture with IBI Corporation (Toronto Stock Exchange: ("YIB.T". The joint venture, a proposed Delaware limited liability company, to be named Vermiculite Worldwide Limited, is to be owned 50% by a new Stansbury subsidiary, and 50% by IBI Corporation. The purpose of the joint venture is to exfoliate and market vermiculite in the Western hemisphere. Product from Uganda will be shipped to California, and expanded at either the Los Banos Vermiculite Plant of the Company's subsidiary, International Vermiculite (California), Inc., or at other locations. A project manager has been engaged to manage the joint venture, and he assumed operational control of the joint venture in April, 2002. Over 100 tons of vermiculite concentrate from Uganda has been delivered to the joint venture in California (see Subsequent Events Note) (3) At this time, the company has no plans for the immediate resumption of operations at its Dillon Vermiculite Mine and Mill, near Dillon, Montana, or any operations at its Hamilton Vermiculite Project near Hamilton Montana. With severe working capital constraints as noted above, the Company has viewed it to be necessary to postpone any expenditures on these projects until positive cash flow becomes available from the Garnet and California Vermiculite Exfoliation projects. The Company is also mindful of the unanticipated circumstances which have frustrated the Company's attempts to sustain operations during the preceding fiscal year for each vermiculite mine project, especially the fire season of 2000, which prompted the US Department of Interior (through its Bureau of Land Management) and the State of Montana, to essentially shut down all mining operations on the public domain in the areas of our vermiculite facilities, from mid-summer until the onset of winter in November, 2000. The present drought conditions in the southwestern United States, which in some areas are reported to the worst in over 100 years, may lead to a repeat of these prohibitions, and the company can ill-afford that risk at this time. Management is also re-evaluating the mill circuit at Dillon as its pertains to the upgrading of vermiculite ore from a mine run of 20-30%, to a commercial grade requirement of 90% contained vermiculite. (see Subsequent Event Note) 7 EXPLORATION STAGE ACTIVITIES The Company contemplates a re-evaluation of its ore reserve position in Hamilton. During the summer of 2001, the company completed the reclamation of the 1985-90 disturbances at the Hamilton site, subject to reseeding the sight in the Spring of 2002. In the late summer of 2001, the company determined that a portion of several vermiculite claims contained a shallow but high grade (50%) garnet deposit. This site was subsequently permitted for exploration with the right to remove up to 1000 tons of garnet for assaying and evaluation. The full extent of this additional ore body is unknown, but further exploration drilling and digging is on the site is planned in order to develop engineered ore reserves. LIQUIDITY AND FINANCE The Company has been inactive and non-operating for most of its 30 years prior to the current fiscal year; consequently, it is questionable as to whether or not it can remain a going concern. The primary activity in the past few years has been to preserve and maintain mineral leases and claims. Little actual mining has occurred since the Company acquired its, until the commenced its operation late in the Fiscal Year ending June 30, 2000. The Company has had no income since 1991, until the forth quarter the Fiscal Year ending June 30, 2000, and has utilized proceeds of loans from shareholders and the issuance of capital stock for meeting its operating capital commitments, as well as four secured loans obtained in the current fiscal year. The Company has had no income of consequence since March 31, 2001. PART II - OTHER INFORMATION: ITEM 1 - LEGAL PROCEEDINGS: (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 was settled for $60,000, to be paid on a scheduled pay-out, but the company was unable to meet the schedule. (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 had been 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 is $500. (3) A Notice of default on the note with Nevada Vermiculite, L.L.C. that the Company has failed to make a $130,000 mortgage principal payment plus interest due October 28,1999. Nevada Vermiculite has filed a foreclosure action, and the company has responded by counterclaiming against Nevada Vermiculite for damages for breach of its obligation to provide the working capital for the mining and milling operation at Dillon. Trial on the issues will be scheduled pending resolution of pretrial motions. In January, 2002, the court in Montana ruled that the plaintiff's may proceed to foreclosure, and that the counterclaims of the company are properly to be arbitrated. Since that ruling, other claimants to the property have petitioned to intervene in the case. (4) A Notice of default on payment of minimum royalties by the Company, issued by the Bill and Helen Hand Estate, Roger Pierce Trust and KPS Mining Company for failure to pay approximately $147,000 plus interest. The Company is pursuing financing to cure the default. An action to collect the royalties pursuing to the default, and to seek other remedies was filed by the assignee of the Pierce Trust and KPS Mining, in the final calendar quarter of 2001. 8 (5) An Action has been filed by James R. Hindman, a former director, and four Hindman family members for various claims for the payment of monies, which the Company has denied in part, and counterclaimed as to the claim of James R. Hindman. Total monies owed under the combined claims are estimated by the company to be under $75,000. (6) An Action has been filed by Martin Peskin, a former director, for the repayment of a $10,000 loan to the company in 1998 and a $5000 loan in 2000, of which company records show $13,500 has been repaid. Since the litigation has commenced, the amount sought was reduced by $3,500, and is expected to be reduced by the further credit of $10,000. The company has cancelled checks for the payments. (7) An Action has been filed by Sami Samani, a former director, for the repayment of loan to the company made between 1989 and 1991. The amount loaned is in dispute, the Plaintiff claiming $325,000, and the company disputing that amount based upon its audited financials for the periods from 1989 forward. In this quarter, Sami Samani dismissed his action in New Jersey, and intervened in the Hamilton foreclosure action (see item 3 above). In the same action, Peter Samani sued for $12,000 plus interest for a loan from 1994 or so; that claim was settled and is scheduled for payment. (8) An Action has been filed by the assignor of Theodore Cohn for the repayment of $30,000 loan to the company in 2000; this action has been formally settled for $30,000, with scheduled payments, and $10,000 has been paid pursuant to the settlement, leaving a balance to be paid. (9) The seller to Stansbury of the Los Banos Exfoliation Plant has filed a foreclosure action in California for the recovery of the balance of the monies due on the acquisition, of $350,000, plus interest. That matter has been resolved through a renegotiation of the terms and conditions of the debt, in connection with the matters affiliated with the formation of the Stansbury/IBI formation. (10) The company owes a defunct entity in connection with a debt of Dillon Vermiculite LLC, which existed on its books prior to acquisition. The Company has acquired an 11% equity (the "Hindman family interest") of the defunct creditor, procured the appointment of a receiver for the defunct creditor, and is renegotiating the debt due to the failure of the creditor to deliver certain assets for which the debt was payment. (11) Old creditors matters (prior to 1996) (a) A judgment obtained by Dorsey & Whitney, a general partnership, in December, 1994, for $52,683 in principal, along with prejudgment interest of $32,527, the total amount of which is $85,210 and is accruing interest at an annual rate of 12% from December 1994; at June 30, 2000 a proposed settlement of $90,000 was in negotiation. (b) A judgment obtained by Martineau & Co. in Salt Lake City, Utah, for $12,587, (c) A judgment obtained by Bruce Blessington, in Salt Lake County, Utah, for $14,674. 9 (d) 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, and is awaiting the exchange of paperwork. (12) Recent operations (see Plan of Operations, below), have resulted in new unpaid trade payables from vendors to the Dillon Vermiculite Operation and Los Banos Operation. Several of these vendors have filed suit and several have obtained judgments. Payments are being made, or are planned, for the disposition of these matters. The totals in litigation are less than $100,000. 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: None 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, 2002 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, Director and Vice-President 10