(Mark
One)
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[X] QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended: September 30,
2008
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Or
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[ ] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from ____________ to
_____________
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Commission
File Number: 333-145977
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EXCALIBER
ENTERPRISES, LTD.
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(Exact
name of registrant as specified in its charter)
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Nevada
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20-5093315
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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P.O. Box 1265, Rathdrum,
Idaho
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83858
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(Address
of principal executive offices)
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(Zip
Code)
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(208) 640-9633
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(Registrant's
telephone number, including area code)
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(Former
name, former address and former fiscal year, if changed since last
report)
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Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ] (Do not check if a
smaller reporting company)
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Smaller
reporting company [X]
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Common
Stock, $0.001 par value
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5,100,000
shares
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(Class)
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(Outstanding
as at November 7, 2008)
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Page | |
3
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3
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4
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5
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6
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7
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9
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11
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11
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11
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12
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13
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September
30,
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December
31,
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|||||||
2008
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2007
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(Unaudited)
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(Audited)
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|||||||
Assets
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||||||||
Current
assets
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||||||||
Cash
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$ | 156 | $ | 95 | ||||
Total
current assets
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156 | 95 | ||||||
Total
assets
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$ | 156 | $ | 95 | ||||
Liabilities
and Stockholders’ Equity
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||||||||
Current
liabilities:
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Accounts
payable
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$ | 3,240 | $ | 240 | ||||
Note
payable – related party
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500 | - | ||||||
Total
current liabilities
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3,740 | 240 | ||||||
Stockholders’
equity
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||||||||
Common
stock, $0.001 par value, 200,000,000 shares
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||||||||
authorized,
5,100,000 shares issued and outstanding
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5,100 | 5,100 | ||||||
Additional
paid-in capital
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5,000 | 5,000 | ||||||
(Deficit)
accumulated during development stage
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(13,684 | ) | (10,245 | ) | ||||
(3,584 | ) | (145 | ) | |||||
Total
liabilities and stockholders’ equity
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$ | 156 | $ | 95 |
Nine
Months Ended
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Three
Months Ended
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October
6, 2005
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||||||||||||||||||
September
30,
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September
30,
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(Inception)
to
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||||||||||||||||||
2008
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2007
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2008
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2007
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September
30, 2008
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Revenue
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Expenses:
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||||||||||||||||||||
Executive
compensation
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- | - | - | - | 5,000 | |||||||||||||||
General
and administrative expenses
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3,409 | 3,850 | 93 | 1,534 | 8,624 | |||||||||||||||
Total
expenses
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3,409 | 3,850 | 93 | 1,534 | 13,624 | |||||||||||||||
(Loss)
before provision for income taxes
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(3,409 | ) | (3,850 | ) | (93 | ) | (1,534 | ) | (13,624 | ) | ||||||||||
Provision
for income taxes
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(30 | ) | (30 | ) | - | - | (60 | ) | ||||||||||||
Net
(loss)
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$ | (3,439 | ) | $ | (3,880 | ) | $ | (93 | ) | $ | (1,534 | ) | $ | (13,684 | ) | |||||
Weighted
average number of
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||||||||||||||||||||
common
shares outstanding – basic and fully diluted
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5,100,000 | 5,100,000 | 5,100,000 | 5,100,000 | ||||||||||||||||
Net
(loss) per share – basic and fully diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) |
For
the nine months ended
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October
6, 2005
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September
30,
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(Inception)
to
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2008
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2007
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September
30, 2008
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Cash
flows from operating activities
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Net
(loss)
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$ | (3,439 | ) | $ | (3,880 | ) | $ | (13,684 | ) | |||
Adjustments
to reconcile net (loss) to
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||||||||||||
net
cash (used) by operating activities:
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Shares
issued for executive compensation
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- | - | 5,000 | |||||||||
Changes
in operating assets and liabilities:
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Increase
in accounts payable
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3,000 | - | 3,240 | |||||||||
Net
cash (used) by operating activities
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(439 | ) | (3,880 | ) | (5,444 | ) | ||||||
Cash
flows from financing activities
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Donated
capital
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- | - | 100 | |||||||||
Issuances
of common stock
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- | - | 5,000 | |||||||||
Proceeds
from note payable
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500 | - | 500 | |||||||||
Net
cash provided by financing activities
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500 | - | 5,600 | |||||||||
Net
increase (decrease) in cash
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61 | (3,880 | ) | 156 | ||||||||
Cash
– beginning
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95 | 4,909 | - | |||||||||
Cash
– ending
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$ | 156 | $ | 1,029 | $ | 156 | ||||||
Supplemental
disclosures:
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Interest
paid
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$ | - | $ | - | $ | - | ||||||
Income
taxes paid
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$ | - | $ | - | $ | - | ||||||
Non-cash
transactions:
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Shares
issued for executive compensation
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$ | - | $ | - | $ | 5,000 | ||||||
Number
of shares issued for executive compensation
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- | - | 5,000,000 |
1.
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Developed and published our
website: We have
reserved the domain name www.ExcaliberStore.com and are working to develop
content to publish on the website. We expect to operate as an
online business, whereby all of our marketing and sales efforts will be
conducted via the Internet and the website will be the sole method through
which we will realize sales. Thus, we believe this site is
critical to reaching prospective customers and for generating awareness of
our brand. We have posted a preliminary greeting page, however,
our website is not currently functional. Without a fully
operational website, we are unable to generate brand awareness or
revenues. We expect to use a portion of the proceeds from our
public registered offering of common stock toward the development and
publishing of our website. Since no funds have yet been
received from the offering, we have been unable to continue development of
the
site.
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2.
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Introduce a catalog of gift
baskets: Our business is based upon selling specialty
gift baskets designed and assembled by our President, Stephanie
Jones. To begin to generate revenues and establish a base of
operations, we must develop a sufficient catalog of potential gift basket
arrangements targeting the real estate and healthcare market
segments. To date, we do not have any proposed or finalized
gift baskets and do not have any ability to generate
sales. Until we publish a fully functioning website, we do not
intend to accumulate an inventory of saleable products and are therefore
unable to begin to generate revenues until we do
so.
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3.
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Identify product manufacturers
and suppliers: Our specialty gift baskets will be
assembled by our management, using products purchased from third-party
manufacturers and suppliers. We expect to rely solely upon the
efforts of outside sources to develop and manufacture all
products. We do not intend to manufacture any products
internally. In order to obtain saleable merchandise, we must
identify potential manufacturers and suppliers of baskets and the various
merchandise we plan to insert in the gift basket. To date, we
have not identified or contacted any manufacturers or
suppliers.
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4.
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Devise a marketing
strategy: We believe that generating awareness of our
company will drive consumers to our website. In order to do so,
we must develop and implement an effective promotional
strategy. We intend to utilize search engine placement, banner
advertisements and link placement relationships to increase the visibility
of our website, once it is operational. We currently have no
marketing strategies in place and our website is still in the development
stage.
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Exhibit
Number
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Name
and/or Identification of Exhibit
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3
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Articles
of Incorporation & By-Laws
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(a)
Articles of Incorporation *
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(b)
By-Laws *
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31
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Rule
13a-14(a)/15d-14(a) Certifications
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(a)
Stephanie Y. Jones
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(b)
Matthew L. Jones
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32
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Certification
under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section
1350)
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* Incorporated
by reference herein filed as exhibits to the Company’s Registration
Statement on Form SB-2 previously filed with the SEC on September 11,
2007, and subsequent amendments made
thereto.
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EXCALIBER
ENTERPRISES, LTD.
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(Registrant)
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Signature
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Title
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Date
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/s/
Stephanie Y. Jones
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President
and
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November
7, 2008
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Stephanie
Y. Jones
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Chief
Executive Officer
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/s/
Matthew L. Jones
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Chief
Financial Officer
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November
7, 2008
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Matthew
L. Jones
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/s/
Matthew L. Jones
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Chief
Accounting Officer
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November
7, 2008
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Matthew
L. Jones
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1.
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I
have reviewed this quarterly report of Excaliber Enterprises,
Ltd.;
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this
report;
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4.
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The
small business issuer's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and
have:
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
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b.
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c.
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Evaluated
the effectiveness of the small business issuer's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation;
and
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d.
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Disclosed
in this report any change in the small business issuer's internal control
over financial reporting that occurred during the small business issuer's
most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuer's
internal control over financial reporting;
and
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5.
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The
small business issuer's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee
of the small business issuer's board of directors (or persons performing
the equivalent functions):
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a.
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability
to record, process, summarize and report financial information;
and
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b.
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial
reporting.
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1.
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I
have reviewed this quarterly report of Excaliber Enterprises,
Ltd.;
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this
report;
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4.
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The
small business issuer's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and
have:
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
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b.
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c.
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Evaluated
the effectiveness of the small business issuer's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation;
and
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d.
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Disclosed
in this report any change in the small business issuer's internal control
over financial reporting that occurred during the small business issuer's
most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuer's
internal control over financial reporting;
and
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5.
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The
small business issuer's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee
of the small business issuer's board of directors (or persons performing
the equivalent functions):
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a.
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability
to record, process, summarize and report financial information;
and
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b.
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial
reporting.
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(1)
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The
Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934;
and
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(2)
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The
information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the
Company.
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