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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
For the fiscal year ended May 31, 2001 Commission file Number 1-7602
EXCALIBUR INDUSTRIES
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Utah 87-0292122
---- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. Box 3551, Duluth, MN 55803
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 218-724-4711
------------
Securities registered pursuant to Section 12 (b) of the Act:
Title of Each Class Name of each exchange on which registered
------------------- -----------------------------------------
Common stock (Par value
$.01 per share) None
Securities registered pursuant to Section 12 (g) of the Act:
None
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, 2001, 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, 2001, the
registrant had total outstanding shares of 5,987,361, $0.01 par value common
stock.
-1-
EXCALIBUR INDUSTRIES
PART I
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' business is natural resources and is primarily involved in
the uranium mining industry. The domestic uranium outlook is suffering its most
depressed state in its history. Current open market prices for yellow cake are
at all time lows and uranium production in the United States has all but
disappeared. The majority of the major mines and their United States Producers
have closed and abandoned the industry. Excalibur throughout this period has
been able to maintain its royalty position in the most valuable of its uranium
reserves located in the Powder River District of Wyoming.
With the limited resources available to Excalibur, it is not in a position to
actively participate in a mining program and must rely on its lease owners and
an improved market.
URANIUM REPORT
POWDER RIVER BASIN-WYOMING
A. Pathfinder Mines Corp. (Parent Company COGEMA-France)
Pathfinder is one of the few moderately active in the United States
uranium industry and represents the most promising of Excalibur's
lessees for a possible near-term mining operation. Pathfinder currently
holds two projects in which Excalibur retains royalty interests: (1)
North Butte and Greasewood Creek, and (2) Brown- TVA.
(1) North Butte-Greasewood Creek
Excalibur retains a 4% yellow cake royalty of which some $1,300,000
advance royalty has been paid. This royalty credit is restricted to
these two deposits and only a minor production payment has been made.
Excalibur retains the right of reassignment. Pathfinder has prepared
the North Butte deposit for a solution mining program. State and
Federal E. P. A. permits have been secured and an engineering
feasibility study completed. No start up date has been announced.
Patented Cut-Off Average In Place
Deposit Area Claims Thick-Grade Grade % Lbs. U308
---------------- -------- ----------- ------- ----------
Greasewood Creek 36 2.0' - .05% 0.11% 3,400,000
North Butte 49 6.0' - .10% 0.20% 11,000,000
(2) Brown-TVA
Excalibur retains a 2 1/2% yellow cake royalty on a portion of a
deposit that extends beyond North Butte's claim boundaries. This
uranium reserve is a geological extension of the North Butte deposit
and will add significantly to the poundage of the overall project.
B. Power Resources, Inc. (Parent Company - Central Electricity Generating
Board-England, subsequently reported purchased by CAMECO Corporation of
Saskatoon, Saskatchewan, Canada).
Power Resources has been acquiring uranium properties in the Powder
River Basin, most notably the formerly Exxon-Highland Mine. Power
Resources is currently producing uranium from the Highland project.
Power Resources has challenged Excalibur's royalty position. Hopefully,
this will not require a judicial resolution.
-2-
POWDER RIVER BASIN-WYOMING (Continued)
Excalibur's North Bing and Four Mile deposits are under lease to Power
Resources and are designated as the Ruby Ranch project. Excalibur
retains a 4% yellow cake royalty with the right of reassignment.
Power Resources has conducted hydrological well monitoring studies on
the Four Mile deposit. Production activity is not expected in the near
future.
The Ruby Ranch project area has approximately 3,800 acres and several
million pounds of reserves.
C. Quivira Mining Company (Parent Company Rio Algom - Canada)
Rio Algom is recognized as a world-class producer of uranium and has
respected engineering expertise in uranium property development.
Quivira Mining Co., acquired several claim blocks totaling some 5,000
acres. Each of these claim blocks have established uranium occurrences
but none have been subjected to extensive drilling evaluation.
Excalibur retains a variable overriding royalty which ranges from 2% to
6% yellow cake with the right of reassignment. Quivira has performed
necessary assignment requirements and no development project has been
announced.
D. Other uranium properties held by Mountain West and/or Excalibur are not
considered by Management to be significant. They are under lease to
others and no production royalties are being received and no minimum
payments are required of Lessees.
SILVER REPORT
Excalibur owns approximately 162 acres of patented lode mining claims in Ouray
County, Colorado.
BUSINESS
Excalibur is natural resource oriented. In the past its activities have
consisted of acquisition and sale of mineral properties. The Corporations's
resources are extremely limited for a corporation of this character. Under the
present depressed market conditions it has no alternative but to await a change.
At the present time the corporation is inactive, except for overseeing its
leases and maintaining corporate viability.
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 8 unpatented lode mining claims in the Powder River Basin in 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 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.
-3-
ITEM 2 - Properties (continued)
- -------------------------------
In January 1987, Cleveland-Cliffs offered at public sale the 85 patented claims
known as the North Butte and Greasewood Creek Deposits for $3,000,000. On April
7, 1987, Uranerz, U.S.A., a Colorado corporation based in Denver, purchased the
claim blocks along with the remaining portion of Mountain West Mines, Inc.
advance royalty credit.
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, Pathfinder Mines, Inc., subsidiary of COGEMA-France, purchased the
85 patent claim block from Uranerz, U.S.A. Excalibur retains a 4% yellow cake
royalty of which approximately $1,300,000 has been paid as an advance royalty
payment and represents a credit restricted to future production from the 85
claim block. Right of reassignment is also retained.
In May 1986, Cliffs conveyed to Central Electricity Generating Board
Exploration, Inc., who then conveyed to Power Resources, Inc., its wholly owned
subsidiary, 800 Werner Court, suite 230, Casper, Wyoming 82601, 63.688 acres of
patented claims and 12 unpatented lode mining claims, subject to Mountain West
Mines, Inc.,'s 4% earned royalty and right of reassignment.
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 from 2 % to 6%. Everest Minerals determined to abandon a portion of the
property and offered to reconvey it to Mountain West. Mountain West 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 retains the right of reassignment along with
a variable overriding yellow cake royalty reservation of 2% to 6%.
As the result of a compromise and settlement with Utah International (now
Pathfinder), the Company has a 4% yellow cake royalty in 393 claims and the
right to the return of the claims in the event Utah International (Pathfinder)
elects to abandon the property. Seventy-five of these claims were recently
transferred to Uranerz, U.S.A. by Pathfinder.
On August 5, 1991, Pathfinder Mines, Inc., 255 Glendale Avenue, Suite 26, Sparks
Nevada 89431, a subsidiary of COGEMA-France, abandoned the 75 claims recently
acquired in the Uranerz, U.S.A. agreement. Excalibur has no continuing interest
in their project.
-4-
ITEM 2 - Properties (Continued)
- -------------------------------
In 1973, Mountain West sold mineral rights on approximately 14,000 acres of
mining claims in Campbell and Johnson Counties, Wyoming to American Nuclear
Corporation. Mountain West reserved a royalty interest of 2 1/2 % of the value
of uranium ores produced form these claims at the mine mouth, or of the gross
proceeds from the sale of recovered U308 if processed by American Nuclear or its
assignees. The properties retained by American Nuclear Corporation are now a
part of the joint venture between American Nuclear Corporation and the Tennessee
Valley Authority. The Corporation has no control over management or production
from these properties. On May 31, 1986, there were approximately 6,640 acres
held by American Nuclear and its associates. In June, 1986, TVA conveyed 97 of
the claims to Mountain West. In March 1987, TVA reassigned an additional 62
claims to Mountain West who, in turn, abandoned said claims. TVA offered to
reassign 25 claims to Mountain West in January 1989, but, Mountain West elected
not to take a reassignment.
At public auction in 1991 TVA sold this project along with their entire holdings
in the area to General Atomic. In August 1992, General Atomic sold said same
project to Pathfinder Mines, Inc. Excalibur retains a 2 1/2 % yellow cake
royalty and the right of reassignment. This project area is designed Brown-TVA.
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 Company also owned one patented mining claim in Lake County,
Colorado which was sold during the year ended May 31, 2000.
ITEM 3 - Legal Proceedings
- --------------------------
Management of the Registrant knows of no litigation, pending or threatened, that
would materially affect the financial statements of Excalibur or Mountain West
Mines, Inc.
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, 2001 through solicitation of proxies or
otherwise. The last annual shareholder's meeting of the Company was
held November 18, 2000.
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, 2001 is
1093.
(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.
-5-
ITEM 6 - Selected Financial Data For The Years Ended May 31:
- ------------------------------------------------------------
2001 2000 1999 1998 1997
----------- ----------- ----------- ----------- -----------
Total Revenues $ 0 $ 0 $ 0 $ 0 $ 0
Total Operating Expense 12,813 17,176 14,928 29,483 32,352
----------- ----------- ----------- ----------- -----------
Loss From Operations (12,813) (17,176) (14,928) (29,483) (32,352)
Other Income 0 7,188 201 1,280 2,645
----------- ----------- ----------- ----------- -----------
Income (Loss) -
Before Income Taxes (12,813) (9,988) (14,727) (28,203) (29,707)
Provision For Income Taxes 100 100 100 100 100
----------- ----------- ----------- ----------- -----------
Net Income (Loss) (12,913) (10,088) (14,827) (28,303) (29,807)
Retained Earnings (Deficit)
Beginning of Year (31,436) (21,348) (6,521) 21,782 51,589
----------- ----------- ----------- ----------- -----------
Retained Earnings (Deficit)
End of Year $ (44,349) $ (31,436) $ 21,348 $ (6,521) $ 21,782
=========== =========== =========== =========== ===========
Average Shares of Common
Stock Outstanding 5,987,361 5,987,361 5,987,361 5,987,361 5,987,361
=========== =========== =========== =========== ===========
Net Income (Loss) Per Share
of Common Stock $ (0.0022) $ (0.0017) $ (0.0025) $ (0.0047) $ (0.0050)
=========== =========== =========== =========== ===========
Total Assets -
End of Year $ 108,435 $ 112,348 $ 122,436 $ 137,369 $ 165,701
=========== =========== =========== =========== ===========
Long-Term Obligations $ 9,000 $ 0 $ 0 $ 0 $ 0
=========== =========== =========== =========== ===========
Cash Dividends Declared
Per Share of
Common Stock $ 0 $ 0 $ 0 $ 0 $ 0
=========== =========== =========== =========== ===========
-6-
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
and the depressed market conditions.
Quivira Mining Co., advance payments ended with the May, 1992 payment, after
which time no additional payments will be received until production commences.
Other than interest income and the sale of one mining claim, no other continuing
material cash inflows are known to Management or anticipated at this time, based
on current agreements.
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.
-7-
ITEM 8 - Financial Statements and Supplementary Data
- ----------------------------------------------------
-8-
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, 2001, 2000, and 1999, 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 and Co., P.C.
- --------------------------
Maxfield and Co., P.C.
Certified Public Accountants
Grand Junction, Colorado
July 18, 2001
-9-
EXCALIBUR INDUSTRIES
Consolidated Balance Sheets
May 31, 2001, 2000 and 1999
(Unaudited)
2001 2000 1999
--------- --------- ---------
ASSETS
------
Current Assets
Cash and certificates of deposit $ 229 $ 4,142 $ 12,810
Note receivable - current portion -- -- 993
--------- --------- ---------
Total Current Assets 229 4,142 13,803
--------- --------- ---------
Property and Equipment
Mining properties and interests 108,106 108,106 108,533
Furniture and fixtures 2,354 2,354 2,354
Mining equipment 1,347 1,347 1,347
--------- --------- ---------
111,807 111,807 112,234
Accumulated depreciation (3,661) (3,661) (3,661)
--------- --------- ---------
Total Property and Equipment 108,146 108,146 108,573
--------- --------- ---------
Other Assets
Deposits 60 60 60
--------- --------- ---------
Total Assets $ 108,435 $ 112,348 $ 122,436
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
Income tax payable $ 100 $ 100 $ 100
--------- --------- ---------
Other Liabilities
Loans from stockholder 9,000 -- --
--------- --------- ---------
Stockholders' Equity
Common stock - $.01 par value,
authorized 10,000,000 shares,
Issued 5,997,361 shares including
shares in treasury 59,974 59,974 59,974
Capital received in excess of par value 83,810 83,810 83,810
Retained earnings (deficit) (44,349) (31,436) (21,348)
Treasury stock, 10,000 shares, at cost (100) (100) (100)
--------- --------- ---------
Total Stockholders' Equity 99,335 112,248 122,336
--------- --------- ---------
Total Liabilities and Stockholders'
Equity $ 108,435 $ 112,348 $ 122,436
========= ========= =========
See accompanying notes and accountants' compilation report.
-10-
EXCALIBUR INDUSTRIES
Consolidated Statements of Operations and Changes in Retained Earnings (Deficit)
Years Ended May 31, 2001, 2000 and 1999
(Unaudited)
2001 2000 1999
----------- ----------- -----------
Revenues
Royalties $ -- $ -- $ --
----------- ----------- -----------
Operating Expenses
Mining and related expenses -- -- --
General and administrative 12,813 17,176 14,928
----------- ----------- -----------
Total Operating Expenses 12,813 17,176 14,928
----------- ----------- -----------
Loss From Operations (12,813) (17,176) (14,928)
----------- ----------- -----------
Other Income
Gain from sale of mining claim -- 7,173 --
Interest -- 15 201
----------- ----------- -----------
Total Other Income (12,813) 7,188 201
----------- ----------- -----------
(Loss) Before Income Taxes (12,813) (9,988) (14,727)
Provision For Income Taxes 100 100 100
----------- ----------- -----------
Net (Loss) (12,913) (10,088) (14,827)
Retained Earnings (Deficit) - Beginning of Year (31,436) (21,348) (6,521)
----------- ----------- -----------
Retained Earnings (Deficit) - End of Year $ (44,349) $ (31,436) $ (21,348)
=========== =========== ===========
Net (Loss) Per Share of Common Stock $ (0.0022) $ (0.0017) $ (0.0025)
=========== =========== ===========
Outstanding Number of Common Shares 5,987,361 5,987,361 5,987,361
=========== =========== ===========
See accompanying notes and accountants' compilation report.
-11-
EXCALIBUR INDUSTRIES
Consolidated Statements of Cash Flows
Years Ended May 31, 2001, 2000 and 1999
(Unaudited)
2001 2000 1999
-------- -------- --------
Cash Flows From Operating Activities
Net (loss) $(12,913) $(10,088) $(14,827)
Adjustments to reconcile net loss to net
cash provided by operating activities
(Gain) on sale of assets -- (7,173) --
(Increase) decrease in:
Notes receivable -- 993 2,435
Increase (decrease) in:
Other taxes payable -- -- (106)
-------- -------- --------
Net Cash Used By Operating
Activities (12,913) (16,268) (12,498)
-------- -------- --------
Cash Flows From Investing Activities
Proceeds from U. S. Treasury Bills -- 7,600 --
-------- -------- --------
Cash flows From Financing Activities
Proceeds from loans
from stockholders 9,000 -- --
-------- -------- --------
Net Increase (Decrease) In Cash (3,913) (8,668) (12,498)
Cash - Beginning of Year 4,142 12,810 25,308
-------- -------- --------
Cash - End of Year $ 229 $ 4,142 $ 12,810
======== ======== ========
Supplemental Disclosures
Income taxes paid $ 100 $ 100 $ 100
See accompanying notes and accountants' compilation report.
-12-
EXCALIBUR INDUSTRIES
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.
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.
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.
-13-
EXCALIBUR INDUSTRIES
Notes to Consolidated Financial Statements
(Unaudited)
Note 2 - Mining Properties and Interests (Continued)
Silver
------
The Company owns various interests in patented mining claims located in
the Red Mountain and Uncompahgre Mining Districts, Ouray, Colorado.
During the year ended May 31, 2000, one claim was sold for $7,600.
Other Holdings
--------------
The Company owns various other interests in mining properties (silver
and uranium) including several interests with no cost basis.
A summary of capitalized costs in the above properties as of May 31,
2001, 2000 and 1999 follows:
2001 2000 1999
-------- -------- --------
Uranium $100,000 $100,000 $100,000
Silver 7,957 7,957 8,384
Other 149 149 149
-------- -------- --------
Total $108,106 $108,106 $108,533
======== ======== ========
Note 3 - General and Administrative Expense
- -------------------------------------------
General and administrative expenses for the years ended May 31, 2001,
2000 and 1999 follows:
2001 2000 1999
------- ------- -------
Salaries $ -- $ -- $ 2,000
Reports and publications 1,069 933 996
Professional 4,593 5,619 3,791
Telephone, office
supplies and other 7,151 10,624 8,141
------- ------- -------
Total $12,813 $17,176 $14,928
======= ======= =======
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.
-14-
EXCALIBUR INDUSTRIES
Notes to Consolidated Financial Statements
(Unaudited)
Note 4 - Income Taxes (Continued)
- ---------------------------------
At May 31, 2001 the Company has loss carryforwards of approximately
$228,000 for Federal tax purposes and $143,000 for State tax purposes
that may be offset against future taxable income (expiring on various
dates through 2016).
Note 5 - 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 shareholder of
Company, has agreed to advance operating funds, as needed, until other
funds become available.
-15-
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 70 President, Chief Executive Officer and
Chairman of Board of Directors
Jack D. Powers 75 Vice-President and Director
Charles O. Spielman 67 Secretary-Treasurer, Chief Financial
Officer, and Director
Joseph P. Hubert is President and Chief Executive Officer. He has been a
self-employed 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 driller for Longyear Drilling
Co., Boyles Bros. and Joy for many years and presently is a self-employed
drilling consultant.
Charles O. Spielman was elected Secretary-Treasurer and to the Board of
Directors at a special meeting of the Board effective July 1, 1999. He received
his B.S. degree in Geological Engineering from Colorado School of Mines in 1955
and is a consulting mining geologist.
(c) Excalibur has no full time employees.
(d) There is no family relationship 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.
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.
-16-
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 5/31/01
-------------- ------------------- --------- -------
Common Joseph P. Hubert 1,179,000 19.69%
1800 Lakeview Drive Direct
Duluth, MN 55803
Common Allen E. Nugent, Trustee of the *868,000 14.50%
Claude E. Nugent Trust Direct
10238 South 2375 East
Sandy, UT 84092
Common Robert H. Ruggeri 336,683 5.62%
3314 Music Lane Direct
Grand Junction, CO 81506
Common Jack D. Payne 302,540 5.05%
Box 2951 Direct
Grand Junction, CO 81501
Common Service Credit Corp.
377 N. Main 300,000 5.01%
Layton, UT 84041 Direct
*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:
*Amount and Percent
Nature of of class
Name and Address Beneficial as of
Title of Class of Beneficial Owner Ownership 5/31/01
-------------- ------------------- --------- -------
Common Joseph P. Hubert 1,179,000 19.69%
Common Jack D. Powers 25,000 .42%
Common Charles O. Spielman 50,000 .84%
Common Directors and Officers Group 1,254,000 20.95%
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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 - 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 - Exhibits, Financial Statement Schedules, and Reports on Form 10-K
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(a) 1. Unaudited Consolidated Financial Statements for the fiscal years ended
May 31, 2001, 2000 and 1999, 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,
2001.
(c) None
(d) None
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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 August 2, 2001 By: /s/ Joseph P. Hubert
- ------------------- ------------------------
Joseph P. Hubert
President, Chief Executive Officer
and Chairman of Board of Directors
Date August 2, 2001 By: /s/ Jack D. Powers
- ------------------- ----------------------
Jack D. Powers
Vice-President and Director