UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                                                        SEC File Number 0-6034

                           NOTIFICATION OF LATE FILING

         (CHECK ONE):

         [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K 
         [ ] Form N-SAR [X] Form 10-Q and Form 10-QSB

         For Period Ended: MARCH 31, 1997 
         [ ] Transition Report on Form 10-K 
         [ ] Transition Report on Form 20-F 
         [ ] Transition Report on Form 11-K 
         [ ] Transition Report on Form 10-Q 
         [ ] Transition Report on Form N-SAR 
         For the Transition Period Ended:
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         Nothing in this form shall be construed to imply that the Commission
         has verified any information contained herein.
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         If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:   N/A
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
(Former Name if Applicable)

                  STANSBURY HOLDINGS CORPORATION

Address of Principal Executive Office (Street and Number)

                  113  83rd Street

City, State and Zip Code

                  Virginia Beach, Virginia 23451
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PART II - RULES 12B-25 (B) AND (C)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate).

    [X] (a)  The reasons described in reasonable detail in Part III of this
             form could not be eliminated without unreasonable effort or
             expense;

    [X] (b)  The subject annual report, semi-annual report, transition
             report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or
             portion thereof will be filed on or before the 15th calendar
             day following the prescribed due date; or the subject
             quarterly report or transition report on Form 10-Q, or portion
             thereof will be filed on or before the fifth calendar day
             following the prescribed due date; and






         [ ] (c) The accountant's statement or other exhibit required by 
                 Rule 12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why the Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed).

         The Registrant's Controller, who is an independent contractor, has
         refused to furnish the requisite financial statements to the
         Registrant.

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PART IV - OTHER INFORMATION
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(1)      Name and telephone number of person to contact in regard to this
notification

         DENNIS J. OLLE, ESQ.                  (305) 358-9200
              (Name)                         (Telephone number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months (or for such shorter) period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).

                                                             [X] Yes  [ ] No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
  
                                                             [ ] Yes  [X] No

         If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.






                           STANSBURY HOLDINGS CORPORATION
                  (Name of Registrant as specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.



Date:  May 14, 1997             By:  /S/ DR. MARTIN PESKIN
                                   -----------------------
                                    Dr. Martin Peskin, Chairman of the
                                   Board of Directors and Vice President
                                          Chief Financial Officer



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