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 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 and sole ownership. 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 has been filed in the United States District Court for the District of Wyoming on April 20, 2004.
URANIUM REPORT
POWDER RIVER BASIN-WYOMING - HISTORY - ------------------------------------
A. Mountain West Mines, Inc. 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, MWM 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.
B. The Cleveland-Cliffs Iron Company 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) retains 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.
The Collins Draw ISL pilot program produced a minor royalty credit to Excalibur.
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005 POWDER RIVER BASIN - WYOMING (Continued) - ----------------------------------------
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), properties 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, properties 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.
C. Cameco Corporation, (Canada), (Power Resources Inc., a member of the Cameco Group of Companies) 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 Power Resources Inc., purports to have acquired the Powder River Basin operating assets of CEGB and Uranerz/Cogema. Excalibur has not received proper documentation of either acquisition.
In July 2002, Cameco Corporation (PRI) purchased the operating Smith Ranch ISL property which is producing yearly one million pounds plus. The Smith Ranch is subject to the MWM/Cliffs agreements. No royalty payments have been received to date.
The following projects subject to Area of Interest royalty obligations are listed in the Cameco Corporation 2004 Annual Information Form (in thousands):
Total All Categories: 71,403,000 #U308
(Note a reduction of 13,040,000 pounds from the 2003 calculations.)
(1) Projects remain in Excalibur ownership independent of the May 27, 2005 court case dismissal referred to on page 6, Item 3.
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005 POWDER RIVER BASIN - WYOMING (Continued) - ----------------------------------------
D. Qivira Mining Company (Rio Algom Ltd. - Canada)
Rio Algom Ltd. was purchased by BHP Billiton (England) in 2001 and reduced its uranium participation. In 2001 Quivira Mining Company quitclaim re-assignment and conveyances by and among Quivira Mining and Everest Exploration their sum total of 5,000 acres of unpatented mining claims to Excalibur. Excalibur retained 100% claim ownership to six (6) known potential ISL reserves. These reserves are independently owned by Excalibur and not subject to the Cliffs/MWM agreements.
E. Excalibur's 7,000,000-foot (+) drill hole library covering over 500 square miles of the Powder River Basin could prove invaluable in a profitable uranium market.
SILVER REPORT
The Trust for Public Land exercised its option to purchase 18 patented mining claims (158 acres) in Ouray County, Colorado for the sum of $100,000, on June 16, 2003. Excalibur has no further interest in the silver business.
BUSINESS
Excalibur is natural resource oriented. In the past its activities have consisted of acquisition, mining and sale of mineral properties. Currently total interest is centered on its holdings within the Powder River Uranium District of Wyoming. Optimism is found in the current recent price of uranium $29.00/LB.(+) and the advent of the litigation.
ITEM 2
ITEM 2 - PROPERTIES - -------------------
Mountain West Mines, Inc. (Mountain West) 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. The Board of Directors had determined, however, that a more realistic value should be placed on the books for financial reporting and elected to reduce the reported value for financial statement purposes to $100,000.
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). 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.
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. The HUP production royalties have not been paid by Cameco's operator, its wholly owned subsidiary Power Resources Inc.
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005 ITEM 2 - PROPERTIES (Continued) - -------------------------------
The right of reassignment of all uranium mineral properties 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 to the obligations as conditions set forth in the May 17, 1967 Option and Agreement and Addenda between MWM/Cliffs.
North Butte Deposit Area Pfister Patent - 49-77-0019 222.420 acres Brown Patent - 49-77-0022 730.016 acres ------- 952.436 acres
Surface acres included with mineral acres 309.000 acres
Greasewood Creek Deposit Area Greasewood Creek Patent - 49-75-0068 646.596 acres Surface acres 0.000 acres
In May 1991, failing the contractual obligation of furnishing Excalibur with prior written notification, Pathfinder Mines, Inc., subsidiary of Cogema-France, purchased Uranerz' 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 failed to make Area of Interest royalty payments to Excalibur. Pathfinder purchased from Everest Exploration its 25% interest in the Highland Uranium Project.
Between the delinquent royalty payments from the HUP and the Christianson Ranch operations, the advance royalty payment obligation of $1,319,287 has been satisfied.
In 1973, Excalibur sold mining claims 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. Excalibur retains a 2 1/2 % yellow cake royalty from the ANC contract and an additional 4% yellow cake royalty from the MWM/Cliffs Area of Interest royalty provision.
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.
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005 ITEM 2 - PROPERTIES (Continued)
In July 1983, Cliffs quitclaimed 436 unpatented lode mining claims and 1,042 net acres of fee mineral leases to Texas Eastern Nuclear, Inc., of Houston, Texas. In August 1986, Texas Eastern Nuclear, Inc., reassigned said properties to Mountain West, who, in turn, conveyed and assigned its interest in said property to Everest Minerals, subject to a variable overriding royalty reservation which ranges 2% to 6%. Everest Minerals determined to abandon a portion of the property and offered to re-convey it to Excalibur. Excalibur has since abandoned said property.
On June 28, 1990, Everest Minerals sold the remaining 270 claims to Quivira Mining Company, 6305 Waterford Boulevard, Suite 325, Oklahoma City, Oklahoma 73118, a subsidiary of Rio Algom Ltd., a Canadian based world producer of uranium and other metals. Excalibur retained the right of reassignment.
In 2001, Quivira Mining company reassigned the 270 claims to Excalibur. 100% ownership of six (6) potential ISL reserves is held by Excalibur. The following uranium resource estimates are Texas Eastern Nuclear Inc., calculations:
Excalibur owns patented mining claims in Ouray County, Colorado with capitalized costs of $8,106. These properties were purchased as silver prospects and are not active. The Trust for Public Land purchased 18 patented claims on June 16, 2003.
ITEM 3
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.
Linquist & Vennum P.L.L.P. is a 150-member national law firm that has for the past two years researched and examined our position and agreed to represent Mountain West Mines, Inc. on a contingency basis. The legal team is headed by Mr. Harold G. Morris, Jr., Esq.
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005 ITEM 3 - LEGAL PROCEEDINGS, (continued) - ---------------------------------------
A non-jury trial in the U. S. District Court for the District of Wyoming is set for August 15, 2005 before the Honorable Clarence A. Brimmer in Cheyenne, Wyoming.
On May 27, 2005, Judge Beaman dismissed our complaint. On June 9, 2005, Excalibur filed a plaintiffs' objection to the report and recommendation by the Magistrate Judge; no response to date from Judge Brimmer.
ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------
(a-d) No matters were submitted to a vote of security holders during the quarter ended May 31, 2004 through solicitation of proxies or otherwise. The last annual shareholder's meeting of the Company was held November 15, 2004.
ITEM 5
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - --------------------------------------------------------------------------------
(a) 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.
(b) Approximate number of shareholders of record as of May 31, 2005 is 1,090.
(c-1) No dividends have been paid or declared in the past 5 fiscal years.
(c-2) Management anticipates no payment of dividends in the near future.
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005 ITEM 7
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
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATE - ----------------------------------------------------
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005
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, 2005, 2004, and 2003, 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.
/s/ Maxfield Peterson, P.C. - --------------------------- Maxfield Peterson, P.C. Grand Junction, Colorado July 5, 2005
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005 Page11
See accompanying notes and accountants' compilation report.
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005
See accompanying notes and accountants' compilation report.
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005
See accompanying notes and accountants' compilation report.
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005 Notes to Consolidated Financial Statements (Unaudited)
Note 1 - Summary of Significant Accounting Policies - ---------------------------------------------------
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 intercompany transactions have been eliminated from these statements.
Mining Properties and Interests ------------------------------- Mining claims, leases, and royalty interests are stated at cost, unless in the judgement 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 of 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 is 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 full diluted earnings per share are shown as the same figure if the dilative effect of any common stock equivalents or convertible securities are less than three percent. The Company currently has no dilative equivalents.
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005 Notes to Consolidated Financial Statements (Unaudited)
Note 2 - 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.
Silver ------ The Company owns various interests in patented mining claims in Ouray County, Colorado. These claims were sold during the fiscal year ended May 31, 2004, for $100,000.
A summary of capitalized costs in the above properties as of May 31, 2005, 2004 and 2003 follows:
2005 2004 2003 ---------- ---------- ----------
Uranium $ 100,000 $ 100,000 $ 100,000 Silver -- -- 7,957 Other -- -- 149 ---------- ---------- ----------
Total $ 100,000 $ 100,000 $ 108,106 ========== ========== ==========
Note 3 - General and Administrative Expense
General and administrative expenses for the years ended May 31, 2005, 2004 and 2003 follows:
2005 2004 2003 ---------- ---------- ----------
Salaries $ -- $ -- $ -- Reports and publications 1,659 1,447 1,223 Professional 4,368 27,852 4,773 Telephone, office supplies and other 2,692 8,842 7,865 ---------- ---------- ----------
Total $ 16,248 $ 38,141 $ 13,861 ========== ========== ==========
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005 Page 16
Notes to Consolidated Financial Statements (Unaudited)
Note 4 - 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.
Deferred income taxes on unrealized losses in the amount $247, 032 due to the reduction in value of royalty interests has not been recognized in the financial statements due to the uncertainty of any future tax benefit. Likewise, deferred income taxes are not affected as a result of statutory depletion deductions taken for tax purposes.
As of May 31, 2005, the Company has loss carry forwards of approximately $234,000 for Federal tax purposes and $175,000 for State tax purposes that may be offset against future taxable income (expiring on various dates through 2024).
Note 5 - Gain From Sale of Mining Claims - ----------------------------------------
During the year ended May 31, 2004, patented mining claims in Ouray, County, Colorado were sold for $100,000.
Note 6 - Litigation Costs - -------------------------
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. The ultimate outcome of the litigation cannot presently be determined.
On May 27, 2005, this complaint was dismissed; however, the Company filed a plaintiffs' objection to this finding on June 9, 2005. The Company has not received a response to its objection as of this report date.
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 major stockholder, has agreed to advance operating funds as needed, until other funds are available. During the year ended May 31, 2005, Mr. Huburt advanced $11,000 to the Company.
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005 Page 17
ITEM 9
ITEM 9 - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES - --------------------------------------------------------------
None
Joseph P. Hubert is President and Chief Executive Officer. He received his B.S. 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 BA 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.
Dawn L. Carpenter replaced Charles O. Spielman as Vice-President/Treasurer and Director on July 28, 2003. He received his B.S. Degree from the University of Wyoming and has over thirty years as a Consulting Landman in the oil, gas, and mining industries. Mr. Carpenter has had a forty-year association with Excalibur Industries and its subsidiary, Mountain West Mines, and served in the past for a number of years as its Vice-President and Director.
Marguerite H. Emanuel replaced Charles O. Spielman as Secretary on March 1, 2001. She received her BS 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.
(c) Excalibur has no full time employees.
(d) Mrs. Marguerite 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, judgement, 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.
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005 ITEM 11
ITEM 11 - MANAGEMENT REMUNERATION - ---------------------------------
Excalibur and Mountain West Mines, Inc., has no employees or payroll and pays no compensation to management. However, it does pay medical insurance for its President and management for reimbursement of expenses.
ITEM 12
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - ------------------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners:
*Includes 24,000 shares owned by Allen Nugent's wife, and 24,000 shares owned by Allen E. Nugent, son of Claude E. Nugent.
(b) Security Ownership of Management:
*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.
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005 ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (Continued) - -------------------------------------------------------------------------------- *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
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - --------------------------------------------------------
(a) Transactions with Management and Others None
(b) Certain Business Relationships None
(c) Indebtedness of Management None
(d) Transactions with Promoters None
ITEM 14
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, 2004, 2003 and 2002, 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, 2005
(c) None
(d) None
Securities and Exchange Commission - Form 10-K Excalibur Industries - May 31, 2005 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.
Date July 18, 2005 By ----------------------- ----------------------------------------- Joseph P. Hubert President, Chief Executive Officer and Chairman of Board of Directors
Date July 18, 2005 By ----------------------- ----------------------------------------- Jack D. Powers Vice-President and Director