EXCALIBUR INDUSTRIES - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - EXCALIBUR INDUSTRIES	Financial_Report.xls
EX-31.1 - CERT 302 - CEO, CFO - EXCALIBUR INDUSTRIES	ex31-1.htm
EX-32.1 - CERT 906 - CEO, CFO - EXCALIBUR INDUSTRIES	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended August 31, 2011

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to_____

Commission File Number - 001-07602

EXCALIBUR INDUSTRIES

(Exact name of registrant as specified in its charter)

Utah			87-0292122
State or other jurisdiction			IRS Employer
of incorporation or organization			Identification No.

Post Office Box 3551, Duluth, Minnesota 55803

Address or principal executive offices

(218) 724-4711

mhubert1@msn.com

E-Mail Address

______________________________________________________________________________

Indicate by check mark whether the registrant (1) has filed 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 report); and, (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: August 31, 2011 Common Shares 6,319,307

Page 1

Form 10-Q Part I

EXCALIBUR INDUSTRIES

CONSOLIDATED BALANCE SHEET

Unaudited

For the Periods Ending:
	Aug. 31, 2011			May 31, 2011
ASSETS
Cash and cash equivalents	$	161,358		$	191,766
Notes and Accounts Receivable		0			0
Other Assets		0			0
Total Current Assets	$	161,358		$	191,766

Property and Equipment (See Note 2)		103,701			103,701
Accumulated Depreciation		(3,661	)		(3,661	)
Total Property and Equipment	$	100,040		$	100,040
Deposits		60			60
TOTAL ASSETS	$	261,458		$	291,866

LIABILITIES & SHAREHOLDERS’ EQUITY
Current Liabilities	$	100		$	100
Total Liabilities		100			0
Common Stock 0 $.01 Par Value, Authorized 10,000,000 Shares; 6,319,307 Shares issues; 6,319,307 Outstanding		63,193			63,193
Additional Paid-in Capital		80,591			80,591
Retained Earnings		102,905			116,618
Treasury Stock		(105	)		(105	)
Total Shareholders’ Equity		261,358			291,766

TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	$	261,458		$	291,866

The accompanying notes are an integral part of these financial statements.

These financial statements are unaudited.

Page 2

Form 10-Q Part I

EXCALIBUR INDUSTRIES

CONSOLIDATED STATEMENTS OF INCOME,

EXPENSE AND RETAINED EARNINGS

Unaudited

For the fiscal quarters ended:
	Aug. 31, 2011			Aug. 31, 2010
REVENUES
Royalties	$	0		$	0

OPERATING EXPENSES
General and Administrative	$	2,281		$	1,488
Professional Services		11,432			17,774
Property, Payroll and Other Taxes		0			0
Claim Fees		0			0
NET INCOME (LOSS)		(13,713	)		(19,262	)
Retained Earnings Beginning of Period		116,618			135,880

Retained Earnings at End of Period		102,905			116,618

Average Shares Outstanding During Period		6,319,307			6,319,307

NET GAIN (LOSS) PER SHARE	$	(0.001	)	$	(0.0008	)

The accompanying notes are an integral part of these financial statements.

These financial statements are unaudited.

Page 3

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1

Ÿ	The information in this report is unaudited and includes the consolidated financial information of Excalibur Industries and its wholly owned subsidiary, Mountain West Mines, Inc.

Ÿ	In the opinion of Management, the foregoing financial information fairly presents results of operations during the periods represented.

Ÿ	In the opinion of Management, all material adjustments have been recorded to arrive at the amounts reported, and all significant inter-company transactions have been eliminated from these statements.

NOTE 2

Ÿ	Equipment includes capitalized acquisition costs of $2,354 at February 28, 2003 and at November 30, 2002.

Excalibur and its subsidiary, Mountain West Mines, Inc., have acquired various mining properties, leaseholds, patented claims, and mineral rights interests. These assets are carried at their cost of acquisition unless, in the judgment of the Directors, a lesser amount is felt to be more appropriate because of a permanent decline in value. The Board of Directors has determined that a more realistic value should be placed on the books for financial reporting and has elected to reduce the reporting value for financial statement purposes to $108,106.

Ÿ	Values for purposes of this financial statement as of February 28, 2003 and November 30, 2002.

	Property and Equipment	$ 2,354
	Mining Equipment	$ 1,347
	Interest in Mining Properties	$ 108,106
	Accumulated Depreciation	$ (3,661)
	TOTAL	$ 108,146

Page 4

Form 10-Q Part II

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Material Changes in Financial Conditions

Ÿ	On November 22, 2006, the 10th District U. S. Court of Appeals upheld the adverse ruling of the U. S. District Court – remanded the $510,000.00 fine and later reduced to $3,465.00 court costs to MWM.

Ÿ	On July 15, 2009, the 10th District Court dismissed the Plaintiff’s (MWM & Joseph P. Hubert) law suit against The Cleveland-Cliffs Iron Co. (Cliffs Natural Resources) with the obligation of an undisclosed court cost.

Ÿ	No appeal is scheduled.

Ÿ	On July 30, 2009, the two law firms representing the Defendant (Cliffs) filed attorney fee charges against the Plaintiff for $349,462.00 in the 10th District Court of Wyoming.

Ÿ	On August 13, 2009, Plaintiff attorneys filed a brief in opposition to Cliffs attorney fees in the 10th District Court of Wyoming.

On Nov. 30, 2009 Plaintiffs Excalibur Industries (Mountain West Mines) upon recommendation from Council, Joseph P. Hubert agreed to a $100,000.00 settlement with the Cleveland Natural Resources Corp. – payable from royalty received from North Butte and Ruby Ranch deposits production in a two-year installment of $50,000.00 per year upon commencement of mining.

After six years of litigation – Four U. S. District Courts – One U. S. Court of Appeals and a U. S. Supreme Court petitions – All failed to uphold the clear terms of the MWM/Cliffs May 17, 1967 Option and Agreement. Three judicial decisions are beyond explanation. The resulting loss to Excalibur is historic in U. S. mining.

Ÿ	In 2010, U. S. District Court Judge Clarence Brimmer was cited in a U. S. Supreme Court petition for “Structural Error” in the Solon Verdict. Pending.

Ÿ	This is the same Judge Brimmer who ruled against MWM on July 13, 2005 denigrating Joseph P. Hubert, the originator, sole architect, and field manager of the Powder River Project as an “opportunist” and “fined” him $510,000.00 to teach him a lesson.

Ÿ	U. S. District Court Judge Clarence Brimmer is now on “Senior Status”. Excalibur (MWM) has reissued a petition to the Supreme Court of the United States. Petition refused.

Ÿ	Six wholly owned prospects have been optioned to Uranerz Energy Corporation with payment of $250,000.00 advance royalty due URZ.

Ÿ	AMI royalty obligations, as clearly stated in the MWM/Cliffs 1967 Agreement, due Excalibur directly from Cliffs amount to 4% on some 26,000,000 pounds of yellow cake produced through year 2009. Total royalty due in excess of $70,000,000.00 plus interest plus penalty.

Cliffs “sales” agreements were “validated” by the Appellate Court ruling 11/22/06. Sales agreement terms lock Cliffs into mineral right obligations to MWM, AMI royalty payments to MWM by Successor in Interest, and Successor in Interest AMI guaranties. MWM never sold a single acre of mineral rights to Cliffs; and, Cliffs has never given MWM prior notice of any Joint Venture arrangements.

Ÿ	MWM/Cliffs 1967 contract obligates Cliffs to royalty payments to MWM on the following active projects:

A.	2011 Cliffs Royalty Obligations to Excalibur as Agreed to in the 1967 Option:

1.	8% yellow cake on: North Butte/Brown deposit – 2002 approx. 26,000,000 lbs.

Greasewood deposit – 2002 – 4,000,000 lbs.

4% yellow cake on: Ruby Ranch Deposit – 2002 – 6,400,000 lbs.

Highland deposit and

Smith Ranch deposit – 2005 – 25,000,000 lbs.

Ruth deposit – 2005 – 800,000 lbs.

Reynolds Ranch – 2005 – 16,000,000 lbs.

2.	4% yellow cake on: Brown Ranch deposit – and

Irigaray deposit – and

Christensen deposit – 1998 – 2,800,000 lbs.

Page 5

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

B.	2011 ARMZ royalty obligation to Excalibur as agreed to in the Mining Deed of August 22, 1973

MWM/American Nuclear Corporation (ANC) –

2 ½ % yellow cake on Brown Ranch Deposit – in 400 plus claim block

C.	2011 Uranerz Energy Corporation (URZ) obligation to Excalibur as agreed to in the Option and Purchase Agreement of December 9, 2005 – Excalibur has a $250,000.00 advance royalty obligation to URZ

8% yellow cake on: Nichols Ranch deposit – 2010 – 2,950,000 lbs

Hank deposit 2010 – 2,250,000 lbs.

Doughstick deposit – 2011 – 500,000 lbs.

Material Changes in Results of Operations

Ÿ	Excalibur Director John Morrow, CPA personally delivered to the Chicago office of the SEC, corporate documents pertaining to undisclosed contingency liabilities by Cliffs Natural Resources on the following dates: January 31, 2011; March 8, 2011; and, August 11, 2011.

Ÿ	On May 6, 2011, Mr. Hubert sent 16 file boxes of legal work product (MGGM), concerning the 1967 contract obligations between Excalibur (MWM) and Cliffs Natural Resources (Cliffs).

Ÿ	On August 22, 2011, acknowledgement of all received of the above by SEC Assistant Regional Director, Division of Enforcement Mr. Barry Isenman.

Ÿ	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 2008. Excalibur has paid $50,000.00 for expenses and MGGM is retained on a contingency basis.

Ÿ	On November 30, 2009, MGGM LPA completed their legal association with Excalibur.

Ÿ	The SEC has requested corporate information. A complete background file has been forwarded to the SEC.

On January 12, 2011 Excalibur signed a Letter of Intent with Meriden Engineering LLC (subsidiary of Superior Minerals Resources LCC) for management services as defined in Services Agreement. Excalibur has no royalty income at present and management services will commence upon receipt of same or will be terminated within a year, January 11, 2012, should there be no royalty payments.

Ÿ	All loans have been repaid.

Ÿ	Registrant pays no wages.

Ÿ	Payment for professional services is scheduled when required: i.e. 10-K report - tax returns, SEC filing fee, attorney charges.

Ÿ	Another attempt to appear before the United States Supreme Court for a review of the Appellate Court decision has been denied.

Ÿ	On August 17, 2010, Excalibur received fully executed documents in the exchange of its Drill Hole Library for 2,000,000 warrants of Uranerz Energy Corporation common stock strike price $3.00 - in increments of 500,000 shares in a four-year term with a 6 month holdout period.

Ÿ	Effective August 25, 2010, Uranerz executed a Shareholders Rights Plan – exercise price at U. S. $8.75/share. Current URZ stock price $2.40.

Page 6

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		EXCALIBUR INDUSTRIES
		(Registrant)


Date: October 13, 2011		/s/ Joseph P. Hubert
		Joseph P. Hubert
		President, Chief Executive Officer
		and Chairman of Board of Directors


Date: October 13, 2011		/s/ Marguerite H. Emanuel
		Marguerite H. Emanuel
		Secretary

Page 6

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EXCALIBUR INDUSTRIES Reports

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