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EX-32.1 - CERT 906 - CEO, CFO - EXCALIBUR INDUSTRIESex32-1.htm
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FORM  10 - Q
For the Quarter ended  FEBRUARY 28, 2011  -  Commission File Number 1-7602



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.)
       
       
   Address or principal executive offices:  Post Office Box 3551  
     Duluth, Minnesota  55803  
       
   Phone Number:        (218) 724-4711  
       
   E-Mail Address:  mhubert1@msn.com  
 
______________________________________________________________________________

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.
 
February 28, 2011             6,319,307

    


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EXCALIBUR INDUSTRIES                                                                                     
Form 10-Q   Part I                                                                           
CONSOLIDATED BALANCE SHEET
Unaudited

 For the Periods Ending:            
   
Feb. 28, 2011
   
Nov. 30, 2010
 
ASSETS
           
   Cash, Savings Certificates, Treasury Bills
  $ 192,072     $ 183,757  
   Notes and Accounts Receivable
    0       0  
   Other Assets
    0       0  
               Total Current Assets
  $ 192,072     $ 183,757  
                 
   Property, Equipment & Mineral Interests (See Note B)
    103,701       103,701  
   Less Accumulated Depreciation
    (3,661 )     (3,661 )
               Total Fixed and Other Assets
  $ 100,040     $ 100,040  
                                                        Deposits
    60       60  
                                   TOTAL ASSETS
  $ 292,172     $ 283,857  
                 
LIABILITIES & SHAREHOLDERS’ EQUITY
               
     Current Liabilities
  $ 100     $ 100  
     Other Liabilities     Loan from Stockholder
    0       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  
   Paid-In Capital in excess of Par
    80,581       80,581  
   Retained Earnings
    64,624       67,170  
   Treasury Stock
    (105 )     (105 )
              Total Shareholders’ Equity
    292,067       283,752  
                 
  TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY
  $ 292,172     $ 283,857  


The accompanying notes are an integral
of these financial statements.
These financial statements are unaudited.



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EXCALIBUR INDUSTRIES                                                                                     
Form 10-Q                                Part I                                              
CONSOLIDATED STATEMENT OF INCOME, EXPENSE
AND RETAINED EARNINGS
(Unaudited)
 For the Fiscal Quarters Ended:            
   
Feb. 28, 2011
   
Feb. 28, 2010
 
REVENUES
           
   Interest
  $ 0     $ 0  
             Total Revenues
    0       0  
             Cash, Treasury Bills + Stock
    192,072       178,773  
EXPENSES
               
    Loan Repayment
  $ 0     $ 0  
   General and Administrative
  $ 2,070     $ 789  
   Professional Services
    476       279  
   Property, Payroll and Other Taxes
    0       0  
   Claim Fees
    0       0  
                       NET (LOSS)
    (2,546 )     (1,068 )
                       Retained Earnings Beginning of Period
    67,170       147,643  
                 
                        Retained Earnings at End of Period
    64,624       146,579  
                 
   Average Shares Outstanding During Period
    6,319,307       6,319,307  
                 
NET GAIN (LOSS) PER SHARE
  $ (0.010 )   $ (0.0002 )





The accompanying notes are an integral
of these financial statements.
These financial statements are unaudited.



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EXCALIBUR INDUSTRIES                       MANAGEMENT’S DISCUSSION AND ANALYSIS
FORM 10-Q  02/28/11           PART 1        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                                                         

ITEM 2
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.
Ÿ  
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.
Ÿ  
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.
Ÿ  
On January 13, 2011 Excalibur Director, John Morrow, CPA, met with U. S. Security Exchange officials in Chicago.  A presentation of documentary evidence was furnished regarding these undisclosed contingency liabilities.
Ÿ  
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.

Material Changes in Results of Operations
Ÿ  
The Cleveland, Ohio Law Firm of Mansour, Gavin, Gerlack & Manas Co. L.P.A. has 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 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.  To date no response has been received.
Ÿ  
On January 24, 2011 the U. S. Nuclear Regulatory Commission completed a favorable Supplemental Environmental Impact Statement (SEIS) on the Nichols Ranch deposit.
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SECURITIES AND EXCHANGE COMMISSION
FORM 10Q -  EXCALIBUR INDUSTRIES – FEBRUARY 28, 2011
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Excalibur 8% Royalty Uranerz holdings are as follows:
Nichols Ranch indicated 2,949,546 lbs. (.114%)
Hank – measured & indicated 2,236,050 lbs. (.123%)
Inferred 246,753 lbs. (.039%)
Doughstick (15% of Jane Dough)
Measured and indicated 410,314 lbs. (.108%)
Inferred 36,036 lbs. (.08%)
 
Ÿ  
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 and attorney charges.
Ÿ  
An 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 $5.10.

NOTE A
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 B
Ÿ  
Equipment includes capitalized acquisition costs of $2,354 at February 28, 2003 and at November 30, 2002.
Ÿ  
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  
 
 
 
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EXCALIBUR INDUSTRIES
OTHER INFORMATION
FORM 10-Q     02/28/11   PART 2

ITEM 4                      Submission of Matters to a Vote of Security Holders
 
A)  Mr. John T. Morrow, CPA - Directorship was approved by the shareholders at the Annual Meeting.
 
Mr. John T. Morrow, 67, is a CPA and private investor.  He served at the Chicago Office of the SEC from 1987 thru 2006.  Born in Oak Park, IL, he attended Loyola Chicago, to obtain his degree in accounting, then working for Arthur Anderson; American Cyanamid; Touche Ross; a Wall Street bank subsidiary of CIT; and, Audit  Manager of an industrial gas subsidiary of Houston Natural Gas.  He also served 27 years in the Navy/Army Reserves.
 
B)  Mr. Bruce H. Sederberg, 55, B.A. Degree in Business, University of Minnesota, owner operator of H. Christensen Co. since 1978.  Mr. Sederberg’s Directorship was approved by the shareholders at the Annual Meeting.

ITEM 6                      Exhibits and Reports on Form S-K
a                      None
b                      No reports on Form 8-K were filed during the quarter ending February 28, 2011.

These financial statements are unaudited.


EXCALIBUR INDUSTRIES
Form 10-Q                                Part II

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: March 9, 2011  /s/ Joseph P. Hubert    
   Joseph P. Hubert    
   President, Chief Executive Officer    
   and Chairman of Board of Directors    
       
 Date: March 9, 2011  /s/ Marguerite H. Emanuel    
   Marguerite H. Emanuel    
   Secretary    
       
       
 
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