Attached files
| file | filename |
|---|---|
| EX-31.1 - CERT 302 - CEO, CFO - EXCALIBUR INDUSTRIES | ex31-1.htm |
| EX-32.1 - CERT 906 - CEO, CFO - EXCALIBUR INDUSTRIES | ex32-1.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended May 31, 2010
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Commission file Number 1-7602
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EXCALIBUR INDUSTRIES
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(Exact name of registrant as specified in its charter)
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State or other jurisdiction of incorporation or organization:
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UTAH
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IRS Employer Identification Number:
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87-0292122
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Address of principal executive offices:
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Post Office Box 3551
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Duluth, Minnesota 55803
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Registrant’s telephone number:
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(218) 724-4711
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E-mail Address:
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mhubert1@msn.com
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Securities registered pursuant to Section 12(b) of the Act
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Name of each exchange
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Title of Each Class
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on which registered
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Common stock (Par value $0.01 per share)
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None
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Securities registered pursuant to Section 12 (g) of the Act:
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None
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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 requirement for the past 90 days. Yes [X] No [ ]
State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of filing. As of May 31, 2010, no bid or asked prices are available.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of May 31, 2010, the registrant had total outstanding shares of 6,319,307, $0.01 par value common stock.
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 2
ITEM 1 - BUSINESS
Excalibur Industries is a Utah corporation formed by the consolidation of Tower Enterprises (formerly Moab Uranium Company) and The Thrifty Helper on June 1, 1971. In January 1972, Excalibur purchased all of the issued and outstanding shares of capital stock of Mountain West Mines, Inc., a Nevada corporation, which is now a wholly owned subsidiary of Excalibur.
Excalibur Industries is a natural resources business enterprise, primarily involved in uranium mining. The domestic uranium fuels-sector of the nuclear power industry has been crippled since the Three-Mile Island incident which resulted in the public’s loss of faith. Throughout these 43 years Excalibur has maintained ownership of several ISL uranium deposits in the Powder River Uranium District, in the firm belief that the nuclear power component of the world’s electrical needs would expand.
Excalibur’s uranium position in Powder River Basin is maintained through contracts. Uranium production has been and is occurring on properties covered by contract and royalty payments due have not been paid. Litigation to establish Excalibur’s contractual rights was filed in the United States District Court for the District of Wyoming on April 20, 2004. On July 13, 2005, The 10th United States District Court ruled against MWM position and fined MWM $510,000.00. On November 22, 2006, The United States Court of Appeals affirmed the verdict and returned for hearing the $510,000.00 judgment to the 10th U. S. District Court. On May 8, 2007, the $510,000.00 judgment was dismissed with a $3,465.00 in assessed court costs.
Excalibur (MWM) filed lawsuit against Cleveland-Cliffs Iron Company in the U. S. District Court for the Northern District of Ohio. On February 13, 2009 the case was ordered back to U. S. District Court of Wyoming without a ruling.
August 2009 the Wyoming District Court barred MWM from bringing a lawsuit against Cleveland-Cliffs “res judicata”. No appeal was filed.
In an attempt to enforce the clear and unambiguous terms of the Option and Agreement Cliffs & MWM May 17, 1967, et al, MWM failed in six separate lawsuits:
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1.
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May 27, 2005 Wyoming District Court – Magistrate William Beaman
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2.
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July 13, 2005 Wyoming District Court – Judge Clarence Brimmer
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3.
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November 26, 2006 U. S. Court of Appeals 10th Circuit – Circuit Judges Lucero,
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Siler & O’Brien
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4.
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February 12, 2008 Supreme Court of the United States
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Plaintiff Pleading for Verdict Review
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Submitted by Joseph P. Hubert, CPG, President, Excalibur Industries
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5.
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February 13, 2009 Northern District Court of Ohio—Judge Ann Aldrich
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At no time did the architect and prime mover of this largest exploration project in U. S. mining history, Mr. Joseph P. Hubert, CPG, ever appear before a jury.
On December 10, 2009 MWM settled this $100,000—attorney fee charge with Cliffs Natural Resources. Payment made from monies to be received from future Power Resources royalties due MWM payable $50,000.00 per year for two years – total $100,000.00.
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 3
URANIUM REPORT
POWDER RIVER BASIN-WYOMING - HISTORY
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A.
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Mountain West Mines, Inc.
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Beginning in 1965, Mountain West Mines Inc., a private corporation founded by Claude E. Nugent, Robert H. Ruggeri and Joseph P. Hubert, operated the underground Betty Mine and the open pit Glade Mine in the Elk Ridge, Utah uranium district, each operation ending upon the completion of their respective AEC contracts.
During the dormant years of the domestic uranium industry, Mr. Joseph P. Hubert, CPG continued full-time uranium exploration. In 1966, Mountain West Mines began its successful geologic exploration of the Powder River, Wyoming Uranium District. A large scale mineral property program was begun, along with the beginning of the district reconnaissance drill hole fence project.
In 1967, the Nuclear Power Industry revived interest in uranium fuels and the Powder River Basin began to attract major corporate attention. MWM in order to maintain viability was forced to seek outside financial assistance.
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B.
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The Cleveland-Cliffs Iron Company
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Excalibur (Mountain West Mines Inc.) entered into an Option and Agreement dated May 17, 1967, an Addendum dated August 29, 1967, an Addendum dated August 31, 1968, and a Deed and Agreement dated October 20, 1976 with the Cleveland-Cliffs Iron Company.
Excalibur (MWM) retained a 4% yellow cake royalty on all production resulting from the operations of the Cleveland-Cliffs Iron Company, its assigns and/or its Successor in Interest within an Area of Interest (AMI) defined as Townships 33 through 50 North of Ranges 69 through 79 West, 6th principal meridian – a common business franchise restriction for protection for both principals.
The Collins Draw ISL pilot program produced a minor royalty credit to Excalibur.
In 1986, failing the contractual obligation of furnishing Excalibur with prior written notification, the Cleveland-Cliffs Iron Company assigned its operating rights to the Ruby ranch project subject to the terms and conditions of MWM/Cliffs agreements to Magnox Electric plc (UK) subsidiary Central Electricity Generating Board Exploration (America) (CEGB). Cliffs retained reimbursement responsibility for Area of Interest royalty obligation to Excalibur payable by its Successor in Interest within the Area of Interest, less subject lands. In the event of project abandonment by CEGB (et al), operating rights must be reassigned to Cliffs.
In 1987, failing the contractual obligation of furnishing Excalibur with prior written notification, the Cleveland-Cliffs Iron Company assigned its operating rights to the Greasewood Creek and North Butte projects subject to the terms and conditions of the MWM and Cliffs agreements to Uranerz USA, Inc. (Germany). Cliffs retained reimbursement responsibility for Area of Interest royalty obligations to Excalibur payable by its Successor in Interest within the Area of Interest less subject lands. In the event of project abandonment by Uranerz, must be reassigned to Cliffs. Failing the contractual obligation of furnishing Excalibur with prior written notification, Cliffs sold Excalibur’s advance royalty credit of some $1,319,287 to Uranerz USA (Germany) operating rights.
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 4
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C.
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Cameco Corporation, (Canada), (Cameco Resources Inc., a member of the Cameco Group of Companies)
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Cameco Corporation contends it is the world’s largest producer of uranium and the largest supplier of combined uranium and conversion services. Through a series of transactions, Cameco with its subsidiary Cameco Resources Inc., purports to have acquired the Powder River Basin operating assets of CEGB and Uranerz/Cogema. Excalibur has never received proper documentation of either acquisition and contract terms render MWM not “chargeable”.
In July 2002, Cameco Corporation (PRI) purchased the operating Smith Ranch ISL property which is producing yearly two million pounds plus.
The Appellate Court ruled the successor-in-interest (Cameco et al) were not obliged to pay AMI royalties to Excalibur. This ruling does not conflict with the sales agreements between Buyers & Cliffs. Cliffs maintained sole responsibility for AMI royalty payments to MWM (Excalibur). That royalty obligation to Excalibur exceeds $50,000,000.00. The abandoned mineral acreages by Cameco et al in the AMI were not addressed but represents a major and irretrievable in kind loss to MWM. Cameco has refused Excalibur’s request for current property status and independent review NI 43-101 studies of N. Butte and Ruby projects.
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CAMECO ANNUAL FORM
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Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 5
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(C.
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Cameco Corporation, (Canada), (Cameco Resources Inc., a member of the Cameco Group of Companies) - continued
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All categories 2002 Poundage still subject to MWM/Cliffs Agreement royalty. 32,657,000 ISL
not included in the Greasewood Heap leach Poundage 3,400,000. Court verdict took some
65,000,000 pounds or $4,000,000,000.00 subject to contract terms. Cameco shows a 2010
reserve + resource loss of 16,257,000 lbs. on Ruby and N. Butte.
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D.
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Uranerz Energy Corporation - Vancouver, BC Canada (not to be confused with Uranerz USA) on December 9, 2005, Excalibur optioned its 44 unpatented mining claims in Powder River to Uranerz Energy. Option term is three years, with the commitment of $750,000.00 field expenditures and an advance royalty payment of $250,000.00. Excalibur is very fortunate in securing the extensive expertise of Uranerz management and ISL operations.
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Uranerz has announced uranium resources of some 2,500,000 lbs. on the Hank project. The Nichols Ranch and Doughstick resources total more than 5,000,000 lbs. State and Federal mining licenses and permit applications for ISL production were filed in December 2007. Excalibur/Uranerz contract has a yellow cake royalty of 8%.
On July 25, 2008 URZ received a positive independent assessment on Excalibur’s royalty projects. Nichols Ranch & Hank ISL deposits. Royalty income is projected to begin in 2011 for a period of five years totaling some $13,000,000.00 with yellow cake at $64/pound.
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E.
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Excalibur’s 7,000,000-foot (+) drill hole library covering over 300 square miles of the Powder River Basin could prove invaluable in a profitable uranium market. A large portion of this area has been re-staked by competitors and acquired by Uranerz Energy and others. Uranerz is currently negotiating the purchase of the Drill Hole Library – terms being considered are: 2 million shares of Uranerz stock with a strike warranty at price of $3.00 on ½ million warrants per year for four years.
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TEM 2 – PROPERTIES
Excalibur (MWM) never sold a single acre of mineral rights in the AMI to Cliffs. The over 300 square miles of mineral ownership by Excalibur was largely lost due to failure to pay BLM because of the loss of AMI royalty income in the U. S. Court of Appeals ruling.
Cameco Resources does not own the mineral rights to North Butte/Brown, Ruby Ranch and Greasewood deposits. Cliffs had only operating rights to these projects. Excalibur has never been notified by Cliffs to even the transfer of specifically cited privilege.
Mountain West Mines, Inc. (MWM) a wholly owned subsidiary of Excalibur, owns a royalty interest in approximately 85 patented lode mining claims, and numerous unpatented lode mining claims in the Powder River Basin in Converse, Johnson and Campbell Counties, Wyoming. These properties had capitalized costs of $347,032, and are directly related to the advance royalties received from Cliffs as described in Item 1 of this Form 10-K. The extent of any ore bodies and related possible collection of production royalties is not determinable at this time.
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 6
In May 1986, Cliffs conveyed, subject to the MWM/Cliffs agreements, to Magnox Electric plc subsidiary, Central Electricity Generating Board Exploration Inc. 63.688 acres of patented claims and 12 unpatented mining claims (Ruby Ranch project). No prior notice was received by MWM. In 1989, Magnox Electric through its subsidiaries CEGB and Power Resources Inc. acquired 75% interest in the Highland Uranium Project (HUP) from Everest Exploration (et al). HUP is subject to the terms and conditions of the May 17, 1967 Option and Agreement and Addenda between MWM/Cliffs. According to newspapers and other published accounts, HUP uranium production by Magnox Electric subsidiaries indicates a multi-million dollar royalty payment is due Excalibur from Cliff Natural Resources Corp. (Cliffs).
In January 1997, Cameco Corporation (Canada) purchased the assets of Power Resources from Magnox Electric plc (UK) along with the obligations and conditions set forth in the May 17, 1967 Option and Agreement and Addenda between MWM/Cliffs. No prior notice was received by MWM.
The right of reassignment of all uranium mineral properties acquired by Cliffs, its successors in interest and/or assigns within the Area of Interest is retained by Excalibur as set forth by the May 17, 1967 Option and Agreement.
In April 1987, Excalibur had not received the contractual obligation of prior written notice when Uranerz USA (Germany) purchased unpatented claims and the below cited patented claims along with the remaining portion of MWM advance royalty from Cliffs. The transaction subjected Uranerz USA to the obligations as conditions set forth in the May 17, 1967 Option and Agreement and Addenda between MWM/Cliffs.
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North Butte Deposit Area
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Pfister Patent - 49-77-0019
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222.420 acres
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Brown Patent - 49-77-0022
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739.016 acres
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952,436 acres
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Surface acres included with mineral acres
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309.000 acres
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Greasewood Creek Dposit Area
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Greasewood Creek Patent - 49-75-0068
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646.596 acres
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Surface acres
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000.000 acres
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In May 1991, failing the contractual obligation of furnishing Excalibur with prior written notification, Pathfinder Mines, Inc., subsidiary of Cogema-France, purchased Uranerz USA Powder River Uranium holdings along with the remaining portion of MWM advance royalty. This transaction subjected Pathfinder to the terms and conditions as outlined in the May 17, 1967 Option and Agreement and Addenda between MWM/Cliffs. Subsequently, Pathfinder assumed the Christianson Ranch ISL operation and Cliffs failed to make Area of Interest royalty payments to Excalibur. Cogema has recently resumed production at Christianson Ranch. Pathfinder purchased from Everest Exploration its 25% interest in the Highland Uranium Project. The court verdict eliminated these two royalty obligations to MWM by Cliffs Natural Resources. (Cliffs).
In 1973, Excalibur sold mining claims, Brown deposits in Campbell and Johnson Counties, Wyoming to American Nuclear Corporation. The project became a part of a joint venture between American Nuclear and the Tennessee Valley Authority. At public auction in 1991, they sold this project along with their entire holdings to General Atomic. In 1992, General Atomic sold this same project to Pathfinder.
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 7
Excalibur retains a 2 ½ % yellow cake royalty from the ANC contract. Pathfinder sold the Brown deposit to Cameco (Power Resources).
In 2001, failing the contractual obligation of furnishing Excalibur with prior written notification, Pathfinder Mines Inc. (Cogema) executed Special Warranty Deeds with Cameco Corporation (Canada) through its wholly owned subsidiary Power Resources Inc., transferring Pathfinder’s Powder River uranium holdings. Camecos’ acquisition of that portion of Pathfinder’s mineral properties acquired from the Uranerz/Cliffs contract, commits Cameco and its wholly owned subsidiary Power Resources Inc. to a second acknowledgment to the terms and conditions in the May 17, 1967 Option and Agreement and Addenda between MWM/Cliffs. These mineral lands are within the Area of Interest and are subject to a 4% yellow cake gross royalty in addition to the royalty obligations inherent in their title. The Special Warranty Deed grants Pathfinder a royalty interest in these deposits contrary to the MWM/Cliffs agreement provisions which allowed no liens of any kind, a distinct contract violation.
In 2001, Quivira Mining Company reassigned the 270 claims to Excalibur. Through funds advanced by CEO Joseph P. Hubert, 100% ownership of six (6) potential ISL reserves were held by Excalibur. (The failure to receive royalty income from the Highland & Smith Ranch, Excalibur was financially unable to retain the majority of this claim block.) The six reserves are: Verna Ann, Niles Ranch, Willow Creek, Doughstick, Hank and Nichols Ranch.
Uranerz drilling to date has defined commercial ISL deposits of uranium at Nichols Ranch, Doughstick, Hank and Willow Creek.
Independent review by NI 43-101 qualified persons summary as follows:
Nichols Ranch: 2,949,546 lbs. Grade 0.114 U3O2
Hank: 2,236,050 lbs. Grade 0.123 U3O2
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 8
Doughstick: in preparation (estimated 1,800,000 lbs. grade 0.067 U3O8)
Note: GT .20
A central processing facility at Nichols Ranch is being licensed for 2 million lbs. per year – initial target production of 600,000 to 750,000 lbs. per year.
ITEM 3 - LEGAL PROCEEDINGS
On April 20, 2004, the firm of Lindquist & Vennum P.L.L.P. filed in the United States District Court for the District of Wyoming, a Complaint for Damages and Declaratory judgment on behalf of Excalibur wholly owned subsidiary Mountain West Mines, Inc., Plaintiff versus The Cleveland-Cliffs Iron company, Powers Resources, Inc. and Pathfinder Mines Corporation, Defendants.
Litigation is directed to establishing contractual rights defined in the MWM/Cliffs May 17, 1967 Option and Agreement with addendum and deeds.
Among the covenants claimed to be breached are failure to provide production data and royalty due on the Highland Uranium Project, the Christianson Ranch Mine and the Smith Ranch ISL project; and, the failure to offer for reassignment on AMI mineral properties prior to abandonment.
On May 27, 2005, Judge Brimmer dismissed our complaint. Response filed June 9, 2005. On July 13, 2005 Judge Brimmer dismissed our complaint and fined Excalibur $510,000.00 court costs - frivolous action penalty. Lindquist and Vennum’s Mr. Morris filed our appeal on December 6, 2005 in the U. S. Court of Appeals 10th Circuit.
Securities Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 8
On November 22, 2006, the U. S. Appellate Court ruled the AMI obligations of the MWM/Cliffs Agreement were unenforceable and erased some $50,000,000.00 of past-due royalty and interest payment. This incredible ruling basically gutted the MWM/Cliffs contract and left the MWM owned deposits of North Butte, Greasewood, Ruby, and Brown in the hands of Cameco and its joint venture partner, Tenex Corporation. The Appellate Court returned for review of the $510,000.00 fine. On May 8, 2007, the U. S. District Court dropped the $510,000.00 fine and charged MWM $3,465.00 in court costs.
The Lindquist & Vennum law firm has fulfilled all of its obligations to Excalibur and no longer represents the corporation in the MWM/Cliffs contract dispute.
On December 7, 2007 on behalf of Excalibur CEO Joseph P. Hubert submitted to The Chief Justice of the Supreme Court of the United States a pleading for verdict review of these court decisions. On February 12, 2008 the Office of the Clerk rejected our requests and returned the petition.
On July 29, 2008, the Cleveland, Ohio law firm of Mansour, Gavin, Gerlack & Manas Co. L.P.A. agreed to represent Excalibur in legal proceedings against the Cleveland-Cliffs Iron Company. The lawsuit was filed in August. Excalibur has paid $50,000.00 for expenses and MGGM is retained on a one-third (33 1/3%) contingency basis.
The law suit was rejected by both U. S. District Courts (Ohio & Wyoming) and Excalibur committed to pay Cliffs legal costs of $100,000.00, from future royalties.
The law firm of Mansour, Gavin, Gerlock & Manas CO, LPA has fulfilled all of its obligations to Excalibur and no longer represents the corporation in the MWM/Cliffs contract dispute.
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 9
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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(a-d)
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No matters were submitted to a vote of security holders during the quarter ended May 31, 2010 through solicitation of proxies or otherwise. The last annual shareholder’s meeting of the Company was held November 23, 2009.
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ITEM 5 - MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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(a)
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Principal Market: The stock of the Corporation was formerly traded on the Intermountain Stock Exchange in Salt Lake City, Utah. At the present time the stock is not traded on a listed stock exchange and the Company knows of no market maker.
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(b)
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Approximate number of shareholders of record as of May 31, 2010 is 1,103.
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(c-1)
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No dividends have been paid or declared in the past 5 fiscal years.
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(c-2) Management anticipates no payment of dividends in the near future.
(c-3) Excalibur has no salaried employees.
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 9
ITEM 6 - SELECTED FINANCIAL DATA FOR THE YEARS ENDED MAY 31:
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2010
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2009
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2008
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2007
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2006
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|||||||
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Total Revenues
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$
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0
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$
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0
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$
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0
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$
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0
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$
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250,000
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Total Operating Expense
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15,136
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60,437
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21,408
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12,398
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43,723
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||||||
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Income (Loss) from Operations
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(15,136)
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(60,437)
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21,408
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(12,398)
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206,277
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||||||
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Other Income (Expense)
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9,044
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13,122
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13,616
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9,139
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1,118
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||||||
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Income (Loss) -
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|||||||||||
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Before Income Taxes
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6,092
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(47,315)
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7,792
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(3,259)
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207,395
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||||||
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Provision For Income Taxes
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200
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100
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100
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100
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100
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||||||
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Net Income (Loss) Before
|
|||||||||||
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Extraordinary Gain
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(6,292)
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(47,415)
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(7,892)
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(3,359)
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207,295
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||||||
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Extraordinary Gain
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0
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0
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0
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0
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0
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||||||
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Net Income (Loss)
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(6,292)
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(47,415)
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(7,892)
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(3,359)
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207,295
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||||||
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Retained Earnings (Deficit)
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|||||||||||
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Beginning of Year
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98,384
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145,799
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153,691
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157,050
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(50,245)
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||||||
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Retained Earnings (Deficit)
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|||||||||||
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End of Year
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$
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92,092
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$
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98,384
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$
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145,799
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$
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153,691
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$
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157,050
|
|
|
Average Shares of Common
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|||||||||||
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Stock Outstanding
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6,319,307
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6,319,307
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6,319,307
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6,319,307
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6,319,307
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||||||
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Net Income (Loss) Per Share
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|||||||||||
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of Common Stock
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$
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(0.0010)
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$
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(0.0075)
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$
|
(0.0012)
|
$
|
(0.0005)
|
$
|
0.0328
|
|
|
Total Assets -
|
|||||||||||
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End of Year
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$
|
272,223
|
$
|
309,102
|
$
|
309,102
|
$
|
297,470
|
$
|
300,829
|
|
|
Long-Term Obligations
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$
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0
|
$
|
0
|
$
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0
|
$
|
0
|
$
|
0
|
|
|
Cash Dividends Declared
|
|||||||||||
|
Per Share of Common Stock
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$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
|
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 10
ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Excalibur Industries experienced substantial fluctuations in its consolidated net income over the past several years. The Company maintained its mineral properties and interest throughout that period of fluctuation despite a large drain on its financial resources. Management is now working to retain as much of its mineral rights and interests as possible, considering its limited resources.
The Board of Directors has adopted a policy designed to husband its resources and retain as much of its mineral interests as possible, taking into account the depressed market for minerals and the Company’s limited resources.
The consolidated financial statements contained herein under ITEM 8 should be read in conjunction with this ITEM 7, with particular emphasis on the Notes to Consolidated Financial Statements. Additional information pertaining to the fluctuation of the Company’s income and expenses is detailed.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 11
ACCOUNTANTS’ COMPILATION REPORT
To the Board of Directors and Stockholders
Excalibur Industries\
We have compiled the accompanying consolidated balance sheets of Excalibur Industries (Corporation) and its wholly owned subsidiary, Mountain West Mines, Inc. as of May 31, 2010, 2009, and 2008, and the related consolidated statements of operations and changes in retained earnings (deficit), and cash flows for the years then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements information that is the representation of management. We have not audited or reviewed the accompanying financial statements and, accordingly, do not express an opinion or any other form of assurance on them.
Maxfield Peterson, P.C.
Grand Junction, Colorado
July 2, 2010
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 12
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Consolidated Balance Sheets
|
|||||||
|
May 31, 2010, 2009 and 2008
|
|||||||
|
(Unaudited)
|
|||||||
|
2010
|
2009
|
2008
|
|||||
|
ASSETS
|
|||||||
|
Current Assets
|
|||||||
|
Cash and cash equivalents
|
$
|
65,842
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$
|
100,999
|
$
|
113,733
|
|
|
Marketable securities
|
106,005
|
46,025
|
94,520
|
||||
|
Interest receivable
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276
|
1,354
|
749
|
||||
|
Total Current Assets
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172,123
|
148,378
|
209,002
|
||||
|
Property and Equipment
|
|||||||
|
Mining properties and interests
|
100,000
|
100,000
|
100,000
|
||||
|
Furniture and fixtures
|
2,354
|
2,354
|
2,354
|
||||
|
Mining equipment
|
1,347
|
1,347
|
1,347
|
||||
|
103,701
|
103,701
|
103,701
|
|||||
|
Accumulated depreciation
|
(3,661)
|
(3,661)
|
(3,661)
|
||||
|
Total Property and Equipment
|
100,040
|
100,040
|
100,040
|
||||
|
Other Assets
|
|||||||
|
Deposits
|
60
|
60
|
60
|
||||
|
Total Assets
|
$
|
272,223
|
$
|
248,478
|
$
|
309,102
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|||||||
|
Current Liabilities
|
|||||||
|
Income tax payable
|
$
|
100
|
$
|
100
|
$
|
100
|
|
|
Total Liabilities
|
100
|
100
|
100
|
||||
|
Stockholders' Equity
|
|||||||
|
Common stock - $.01 par value,
|
|||||||
|
authorized 10,000,000 shares,
|
|||||||
|
issued 6,319,307 shares including shares in treasury
|
63,193
|
63,193
|
63,193
|
||||
|
Capital received in excess of par value
|
80,591
|
80,591
|
80,591
|
||||
|
Retained earnings (deficit)
|
92,092
|
98,384
|
145,799
|
||||
|
Accumulated other comprehensive income
|
36,352
|
6,315
|
19,524
|
||||
|
Treasury Stock 10,100 shares at cost
|
(105)
|
(105)
|
(105)
|
||||
|
Total Stockholders' Equity
|
272,123
|
248,378
|
309,002
|
||||
|
Total Liabilities and
|
|||||||
|
Stockholders' Equity
|
$
|
272,223
|
$
|
248,478
|
$
|
309,102
|
|
|
See accompanying notes and accountants’ compilation report
|
|||||||
|
|
Securities and Exchange Commission - Form 10-K
|
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 13
|
Consolidated Statements of Operations and Changes in Retained Earnings (Deficit)
|
|||||||||
|
Years Ended May 31, 2010, 2009 and 2008
|
|||||||||
|
(Unaudited)
|
|||||||||
|
2010
|
2009
|
2008
|
|||||||
|
Revenues
|
|||||||||
|
Royalties
|
$
|
---
|
$
|
---
|
$
|
---
|
|||
|
Operating Expenses
|
|||||||||
|
Mining and related expenses
|
---
|
---
|
---
|
||||||
|
General and administrative
|
15,136
|
60,437
|
21,408
|
||||||
|
Total Operating Expenses
|
15,136
|
60,437
|
21,408
|
||||||
|
Loss From Operations
|
(15,136)
|
(60,437)
|
(21,408)
|
||||||
|
Other Income (Expense)
|
|||||||||
|
Interest Expense
|
---
|
---
|
---
|
||||||
|
Interest and dividend income
|
9,432
|
9,223
|
13,616
|
||||||
|
Gain (loss) on sale of equity investments
|
(388)
|
3,899
|
---
|
||||||
|
9,044
|
13,122
|
13,616
|
|||||||
|
Loss Before Income Taxes
|
(6,092)
|
(47,315)
|
(7,792)
|
||||||
|
Provision For Income Taxes
|
200
|
100
|
100
|
||||||
|
Net Loss
|
(6,292)
|
(47,415)
|
(7,892)
|
||||||
|
Retained Earnings - Beginning of Year
|
98,384
|
145,799
|
153,691
|
||||||
|
Retained Earnings - End of Year
|
$
|
92,092
|
$
|
98,384
|
$
|
145,799
|
|||
|
Net Loss Per Share of Common Stock
|
$
|
(0.0010)
|
$
|
(0.0075)
|
$
|
(0.0012)
|
|||
|
Outstanding Number of Common Shares
|
6,319,307
|
6,319,307
|
6,319,307
|
||||||
|
See accompanying notes and accountants’ compilation report
|
|||||||||
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 14
|
Years Ended May 31, 2010, 2009 and 2008
|
||||||
|
(Unaudited)
|
||||||
|
2010
|
2009
|
2008
|
||||
|
Cash Flows From Operating Activities
|
||||||
|
Net loss
|
$
|
(6,292)
|
$
|
(47,415)
|
$
|
(7,892)
|
|
Adjustments to reconcile net loss to net cash
|
||||||
|
provided by operating activities
|
||||||
|
(Increase) Decrease in:
|
||||||
|
Interest receivable
|
1,078
|
(605)
|
(749)
|
|||
|
(Gain) loss on sale of equity investments
|
388
|
(3,899)
|
---
|
|||
|
Net Cash Provided By (Used in)
|
||||||
|
Operating Activities
|
(4,826)
|
(51,919)
|
(8,641)
|
|||
|
Cash Flows From Investing Activities
|
||||||
|
Purchase of investment securities
|
(35,387)
|
(39,710)
|
(74,996)
|
|||
|
Proceeds from sale of equity investments
|
5,056
|
78,895
|
---
|
|||
|
Net Cash (Used) Provided By
|
||||||
|
Investing Activities
|
(30,331)
|
39,185
|
(74,996)
|
|||
|
Cash Flows From Financing Activities
|
||||||
|
Loans from shareholders
|
---
|
---
|
---
|
|||
|
Net Cash Provided (Used) By
|
||||||
|
Financing Activities
|
---
|
---
|
---
|
|||
|
Net decrease In Cash
|
(35,157)
|
(12,734)
|
(83,637)
|
|||
|
Cash - Beginning of Year
|
100,999
|
113,733
|
197,370
|
|||
|
Cash - End of Year
|
$
|
65,842
|
$
|
100,999
|
$
|
113,733
|
|
Supplemental Disclosures
|
||||||
|
Income taxes paid
|
$
|
200
|
$
|
100
|
$
|
100
|
|
Interest paid
|
$
|
---
|
---
|
---
|
||
See accompanying notes and accountants' compilation report.
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 15
|
|
Notes to Consolidated Financial Statements
|
(Unaudited)
Note 1 - Summary of Significant Accounting Polices
Consolidation
The consolidated financial statements presented herein include the accounts of Excalibur Industries (Excalibur) and its wholly owned subsidiary, Mountain West Mines, Inc., (Mountain West), a Nevada corporation, qualified to do business in the states of Utah and Wyoming. All significant inter-company transactions have been eliminated from these statements.
Cash and Cash Equivalents
For the purposes of the consolidated statement of cash flows, the Company considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents.
Marketable Securities
The Company classifies its marketable equity securities as available for sales and are carried in the financial statements at fair market value. Recognized gains and losses are included in earnings as determined by the first-in, first-out method. Unrealized holding gains and losses are reported in other comprehensive income.
Mining Properties and Interests
Mining claims, leases, and royalty interests are stated at cost, unless in the judgment of the Directors a lesser amount is felt to be more appropriate due to a permanent decline in value. No depletion has been charged against income for financial statement purposes, but is deducted for Federal income tax purposes when allowable. The full carrying value is charged against income at the time of sale or disposition of an asset. If a perpetual overriding royalty is retained, the recorded costs of the asset are treated the same for financial statement purposes as for income tax purposes and are not reduced in value until production royalties are received.
Depreciable Property and Equipment
Depreciable property and equipment are stated at cost. Depreciation for income tax purposes are consistent with that used for financial statement purposes and has been computed using the straight-line method.
Deferred Income Taxes
Deferred income taxes are provided as a result of timing differences in reporting income for financial statement and tax purposes. Currently no deferred income taxes payable (or receivable) are recognized.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Earnings per share
Earnings per share of common stock are computed using the weighted average number of common shares outstanding during the period. Primary and fully diluted earnings per share are shown as the same figure if the dilative effect of any common stock equivalents or convertible securities is less than three percent. The Company currently has no dilative equivalents against income for financial statement purposes. During the period ended May 31, 2010, the Company determined that its outstanding shares were actually 6,319,307. Accordingly, the financial statements have been revised to reflect this correction.
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 16
Notes to Consolidated Financial Statements
(Unaudited)
Note 2 – Marketable Securities
Cost and fair value of marketable securities at December 31, are as follows:
| 2010 | 2009 | 2008 | |
| Cost | 69,653 | 39,710 | 74,996 |
| Fair value | 106,005 | 46,025 | 94,520 |
| Total gains in accumulated | |||
| Other comprehensive income | 36,652 | 6,315 | 9.524 |
Note 3 - Mining Properties and Interests
Uranium
The Company owns various royalty and other interests in patented and unpatented mining claims and mineral leased acreage, located in the Powder River Basin, Johnson and Campbell Counties, Wyoming. Future earned royalties are subject to offset by the amount of certain advance minimum royalty revenues. These properties were assigned a value of $347,032 following the acquisition of Mountain West by Excalibur. Various acreage has been dropped during the past years as such acreage was determined to be of no value. The capitalized costs of these properties have been reallocated to the remaining acreage still retained by the Company. The Board of Directors determined that a more realistic value should be placed on the books and elected to reduce the reporting value for financial statement purposes by $247,032.
A summary of capitalized costs in the above properties as of May 31, 2010, 2009 and 2008 follows:
|
2010
|
2009
|
2008
|
|
|
Uranium
|
$ 100,000
|
$ 100,000
|
$ 100,000
|
Note 4 - General and Administrative Expense
General and administrative expenses for the years ended May 31, 2009, 2008 and 2007 follows:
|
2010
|
2009
|
2008
|
||
|
Reports and publications
|
1,531
|
1,685
|
1,040
|
|
|
Professional
|
8,313
|
49,242
|
12,602
|
|
|
Office expenses and travel
|
5,292
|
9,510
|
7,766
|
|
|
Total
|
$ 15,136
|
$ 60,437
|
$ 21,408
|
|
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 17
Notes to Consolidated Financial Statements
(Unaudited)
Note 5 - Income Taxes
Currently, no deferred income taxes payable (or receivable) are recognized as a result of timing differences in reporting income for financial accounting and tax purposes.
As of May 31, 2010, the Company has loss carry forwards of approximately $146,000 for Federal tax purposes and $192,000 for State tax purposes that may be offset against future taxable income (expiring on various dates through 2026). A deferred tax benefit has not been recognized in the accompanying balance sheet due to the uncertainty of any future taxable income. In addition, deferred income taxes are not affected as a result of statutory depletion deductions taken for tax purposes.
Note 6 - Litigation and Contingencies
In April 2004 the Company filed a complaint for damages and declaratory judgment versus Cleveland Cliffs Iron Company for unpaid royalty payments. Total litigation cost to the Company consists of a $25,000 advance payment for expenses to a law firm which has agreed to represent the Company on a contingency basis for its fee.
On May 27, 2005, this complaint was dismissed; however, the Company filed a plaintiffs’ objection to this finding on June 9, 2005. The court dismissed the Company’s complaint and fined the Company $510,000 for a frivolous action penalty. The Company believes that this fine is without merit and filed an appeal on December 6, 2005.
On November 22, 2006, the U. S. Appellate Court upheld the verdict and returned to the 10th District Court for review of the $510,000 fine.
On May 8, 2007, the U. S. District Court dropped the $510,000 fine and assessed Excalibur $3,465.00 court costs.
On February 12, 2008, the petition for verdict review to the U. S. Supreme Court was rejected.
On February 13, 2009, Both U. S. District Courts (Ohio & Wyoming) dismissed Excalibur’s complaints.
Contingency liability includes:
|
A)
|
$1,319,287.00 advance royalty owed to the Cleveland-Cliffs Iron Company from future royalties due MWM from any and all AMI production. This obligation was satisfied by three different AMI operations – found to be invalid by Appellate Court ruling.
|
|
B)
|
$250,000.00 advance royalty owed to the Uranerz Energy Corporation from future production royalties due Excalibur from any of the following ore deposits: Verna Ann; Niles Ranch; Hank; Willow Creek; Doughstick; and, Nichols Ranch.
|
|
C)
|
$100,000.00 in two payments of $50,000 each from future production royalties owed to Cliffs Natural Resources.
|
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 18
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 18
Note 7 - Operating Funds
Company management has developed a plan to reduce or delay administrative costs to insure that the Company will continue to meet its obligations during the coming year, as well as a plan to obtain additional operating funds, if needed, through the sale of certain of its mining properties.
In the interim, Joseph P. Hubert, President and a major stockholder, has agreed to advance operating funds as needed, until other funds are available.
ITEM 9 - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
|
(a, b & e) Name
|
Age
|
Position
|
|
Joseph P. Hubert
|
78
|
President, Chief Executive Officer and
|
|
Chairman of Board of Directors
|
||
|
Jack D. Powers
|
83
|
Vice President and Director
|
|
Joseph C. Kellogg
|
84
|
Vice Presieent/Treasurer and Director
|
|
Allan E. Nugent
|
64
|
Director
|
|
Marguerite H. emanual
|
76
|
Secretary
|
Joseph P. Hubert is President and Chief Executive Officer. He received his B. A. Degree in Geology from the University of Minnesota Duluth. He has been a self-employed registered mining geologist for many years. He served on the Board of Directors of Mountain West Mines, Inc. from 1966 until 1971, either as President or Vice-President during that period. Mr. Hubert was elected to the Presidency and Board of Directors of Excalibur at the 1982 annual meeting and following Directors’ meeting.
Jack D. Powers is Vice-President. He obtained a B. A. Degree in business and accounting from the University of Minnesota and a B. S. Degree in mechanical engineering from Michigan Tech. He has worked as a manager for Longyear Drilling Co., Boyles Bros. and Joy for many years and presently is a self-employed drilling consultant.
Joseph C. Kellogg was elected to the Vice-President/Treasurer at the 2005 Annual Meeting and following Director Meeting. Mr. Kellogg is a University of Minnesota graduate 1951 B.S. Civil Engineering Degree. Founder of Kellogg Corporation 1970, a management service to the mining and construction industry in over 2,500 projects for 1,000 clients in 47 states and 18 foreign countries.
Marguerite H. Emanuel replaced Charles O. Spielman as Secretary on March 1, 2001. She received her B. S. Degree in Business and Accounting from the University of Minnesota. She was a Department Manager with the Marriott Corporation and an Administrative Assistant with the Village of Lincolnshire, Illinois.
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 19
|
(c)
|
Excalibur has no full time employees.
|
|
(d)
|
Mrs. Marguerite H. Emanuel was elected Corporate Secretary at the November 19, 2002 Annual Meeting. Mrs. Emanuel is the sister of Joseph P. Hubert, President and CEO. There are no other family relationships between any Director and Executive Officer and/or any other Director or Executive officer or nominee for Director.
|
|
(f)
|
No Officer, Director or nominee for Director has been involved in any legal proceedings involving Federal bankruptcy laws, or any State insolvency laws, or has been convicted or named in a criminal proceeding, or is the subject of any order, judgment, or decree limiting him in any activity, or from engaging in any type of business practice, or from engaging in any activity in connection with the purchase or sale of any security, or in connection with any violation of Federal or State security laws.
|
(g) A comprehensive review and examination by the United States Securities and Exchange Commission
was conducted in 2004 and any deficiencies were corrected.
ITEM 11 - MANAGEMENT REMUNERATION
Excalibur and Mountain West Mines, Inc., have no employees or payroll and pay no regular compensation to management. The Company reimburses management for business expenses.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
(a)
|
Security Ownership of Certain Beneficial Owners:
|
|
Amount and
|
Percent
|
||
|
Nature of
|
of Class
|
||
|
Name and Address
|
Beneficial
|
as of
|
|
|
Title of Class
|
of Beneficial Owner
|
Ownership
|
5/31/2010
|
|
Common
|
Joseph P. Hubert
|
1,179,000
|
18.66%
|
|
1800 Lakeview Drive
|
|||
|
Duluth, MN 55803
|
|||
|
Common
|
Allan E. Nugent
|
1,396,828
|
22.10%
|
|
10238 South 2375 East
|
Direct
|
||
|
Sandy, UTD 84092
|
|||
|
Common
|
Arleen T. Ruggeri c/o Robert T. Ruggeri
|
816,591
|
12.92%
|
|
14300 116th Place NE
|
Direct
|
||
|
Kirkland, WA 98034
|
|||
|
Common
|
Service Credit Corp
|
300,000
|
4.75%
|
|
337 N. Main
|
Direct
|
||
|
Layton, UT 84041
|
|
|
|
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 20
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, (Continued)
(b) Security Ownership of Management:
|
Amount and
|
Percent
|
||
|
Nature of
|
of Class
|
||
|
Name and Address
|
Beneficial
|
as of
|
|
|
Title of Class
|
of Beneficial Owner
|
Ownership
|
5/31/2010
|
|
Common
|
Joseph P. Hubert
|
1,179,000
|
18.66%
|
|
Common
|
Joseph C. Kellogg
|
40,000
|
.63%
|
|
Common
|
Marguerite H. Emanuel
|
100,000
|
1.58%
|
|
Common
|
Allan E. Nugent
|
1,396,828
|
22.10%
|
*Information as to beneficial ownership is based upon statements furnished by each Director. Information with such ownership rests peculiarly within their knowledge and the Registrant disclaims responsibility for the accuracy and completeness thereof.
|
(c)
|
Changes in Control:
|
No arrangements are known to Registrant which may at a subsequent date result in a change in control of the Registrant.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
(a)
|
Transactions with Management and Others
|
None
(b) Certain Business Relationships
In February 2010 Excalibur initiated management discussions with Superior Mineral Resources LLC (SMR) of Hibbing, Minnesota. SMR has a century of mineral resource management, largely positioned in the historic Lake Superior iron ore region. Excalibur extended full disclosure to the staff of SMR which resulted in extraordinary mutual compatibility of dual purpose.
In April 2010 Excalibur withdrew further negotiations with SMR owing to Excalibur’s current financial status.
It is Excalibur’s opinion that SMR management, via this exercise, is more thoroughly familiar with Excalibur’s business model than anyone – anywhere.
This relationship must be regarded as of future safe harbor.
(c) Indebtedness of Management
None
(d) Transactions with Promoters
None
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 21
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K
|
|
(a)
|
1.
|
Unaudited Consolidated Financial Statements for the fiscal years ended May 31, 2010, 2009 and 2008, including:
|
Accountants’ Compilation Report
Consolidated Balance Sheets
Consolidated Statements of Operations and Changes in Retained Earnings (Deficit)
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
|
|
2.
|
None
|
3. None
|
(b)
|
No reports on Form 8-K have been filed during the quarter ended May 31, 2010
|
|
(c)
|
None
|
|
(d)
|
None
|
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2010
Page 22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
EXCALIBUR INDUSTRIES
|
|
|
July 23, 2010
|
By: /s/ Joseph P. Hubert
|
|
Joseph P. Hubert
|
|
|
President, Chief Executive Officer
|
|
|
And Chairman of Board of Directors
|
|
|
July 23, 2010
|
By: /s/ Jack D. Powers
|
|
Jack D. Powers
|
|
|
Vice President and Director
|