SecProbe.io

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									August 5, 2005
VIA FACSIMILE

Mr. Larry C. Shumate
President and Chief Executive Officer
Excalibur Industries, Inc.
12060 FM 3083
Conroe, Texas

Re:	Excalibur Industries, Inc.
	Preliminary Proxy on Schedule 14A
      Amended July 21, 2005
Annual Report on Form 10-KSB for year ended December 31, 2004 and
Quarterly Report on Form 10-QSB for the period ended March 31,
2005
      Amended July 21, 2005
	File No. 0-30291

Dear Mr. Shumate:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Preliminary Proxy Statement on Schedule 14A

Stock Certificates and Fractional Shares, page 28

1. Please state explicitly, if true, that stockholders will not be
getting cash for fractional shares.

Information about our Board and its Committees, page 41

2. Please disclose the number of meetings held by the Audit and
Executive Committees during the past fiscal year.  Please refer to
Item 7(d)(1) of Schedule 14A.

3. We note that you do not have a nominating or compensation
committee and that it appears the Executive Committee performs
functions similar to those that would be performed by these two
committees.  Therefore, please briefly describe the functions of
the
Executive Committee as required by Item 7(d)(1) of Schedule 14A.
Additionally, give consideration to what, if any, disclosure
should
be made pursuant to Item 7(d)(2)(ii)(E),(F), (G), (H), and (I), of
Schedule 14A.  Please also note that the term "nominating
committee"
refers not only to a committee of this name or a committee
performing
similar functions, but also to a group of directors fulfilling
that
role, including the entire board.  Please refer to the
instructions
to Item 7(d)(2)(ii).

4. Please include a copy of the audit committee charter as an
appendix to your proxy statement or confirm supplementally that a
copy has been included as an appendix to a proxy within the past
three fiscal years.  Please refer to Item 7(d)(3)(iii) of Schedule
14A.

Pre-Approval Policies and Procedures, page 42

5. We note your statements on page 43 that you have pre-approval
policies and procedures and that your audit committee pre-approves
all services by your auditors; however, please disclose what these
specific pre-approval policies and procedures are.  Please refer
to
Item 9(e)(5)(i) of Schedule 14A.

Litigation, page 59

6. We note that you have deleted the previous disclosure that you
have been named in 10 actions that have been commenced by former
vendors, suppliers or note holders, the aggregate amount of which
totals $880,000 and replaced it with an amount equaling $330,000.
Please clarify, if true, that these proceedings do not involve the
same factual or legal issues as other proceedings pending or known
to
be contemplated and which aggregate to an amount exceeding 10% of
your current assets.  Please give consideration to what, if any,
disclosure needs to be made pursuant to Item 103 of Regulation S-B
and refer to Instruction 1 of this Item.  Supplementally explain
the
reason for the change in the aggregate amount of these claims.

Unaudited Pro Forma Financial Data

7. We remind you that Rule 11-02(b)(5) of Regulation S-X states
that
material nonrecurring charges or credits which result directly
from a
transaction and will be included in your income within the 12
months
succeeding the transaction should not be included in the pro forma
income statement.  These charges and credits should be disclosed
separately.

Given this guidance, please remove all nonrecurring charges from
your
pro forma income statement including debt forgiveness income, or
tell
us how your current presentation is appropriate.

8. Please only present through net income (loss) from continuing
operations on your pro forma income statements.  Refer to
Instruction
1 to Rule 11-02(b) of Regulation S-X.

FORM 10-KSB/A FOR THE YEAR ENDED DECEMBER 31, 2004

Note 1.  Description of Business and Summary of Significant
Accounting Policies

Revenue Recognition

9. Given your customers` right of inspection and acceptance for
generally up to five days after taking delivery, please disclose
how
you determined it is appropriate to recognize revenue when the
order
is shipped.  Refer to SAB Topic 13:A:3:b.  We also note that the
sentence that begins "Returns are..." needs to be reworded.

Note 18.  Subsequent Event

10. We note the additional disclosures provided on page 9 and
through
out the proxy statement regarding the impact of not completing the
restructuring and/or Stillwater selling the capital stock of
Shumate
to a third party.  Given that in either event you could have no
business or operations, please provide the following disclosures
in
your Form 10-KSB:
* Provide an update of Shumate`s bankruptcy proceedings including
the
granting of Stillwater`s motion for relief through the date your
auditors issued or subsequently reissued their report;
* Provide an update of correspondence that you have had with
Stillwater including the notice that you received from Stillwater
that stated their intent to dispose of the capital stock of
Shumate
in a private sale through the date your auditors issued or
subsequently reissued their report;
* Discuss the impact of not completing the restructuring as well
as
the impact of Stillwater selling the capital stock of Shumate to a
third party.

11. We remind you that AU Section 560.09 states that certain
subsequent events have such a material impact on the entity that
the
auditor may wish to include in his report an explanatory paragraph
directing the reader`s attention to the event and its effects.
Given
the significant impact that could occur if you do not complete the
restructuring and/or Stillwater sells the capital stock of Shumate
to
a third party, tell us what considerations your auditor gave to
whether an explanatory paragraph should be provided as well as to
the
dating of their auditors report in accordance with AU Section
530.05.

12. We note your response to prior comment 40.  Please tell us how
your auditor determined it was appropriate to perform audit
procedures on certain subsequent events and not on other
subsequent
events, which is indicated by labeling only certain events as
audited.

FORM 10-QSB FOR THE PERIOD ENDED MARCH 31, 2005

Note 2.  Pre-Petition Liabilities of Bankrupt Subsidiary

13. We note your response to prior comment 44.  Paragraph 13 of
SFAS
94, which amends paragraphs 2 and 3 of ARB 51, states that all
companies in which a parent has a controlling financial interest
through direct or indirect ownership of a majority voting interest
shall be consolidated.  The ability of Stillwater to dispose of
Shumate`s capital stock in a private sale appears to provide
substantive evidence that you have lost control over Shumate.  We
note that Stillwater has repeatedly advised you that it will not
actually dispose of the capital stock of Shumate to a third party
unless you are unable to complete the proposed recapitalization
within a reasonable period of time.  In reviewing the unsigned
amended letter of commitment which is provided as Exhibit A to the
proxy statement filed on July 21, 2005, we note that section 4.1.1
discusses the $100,000 that will be available for the purchase of
Shumate`s stock.  It does not appear that any section of the
amended
letter of commitment actually states the intent of Stillwater to
sell
Shumate`s capital stock to you.   In light of Stillwater`s ability
to
sell the capital stock of Shumate, there does not appear to be
sufficient evidence indicating that you have retained control over
Shumate, which is required for you to continue consolidating this
entity.  Note that we believe that substantive evidence would be a
signed letter from Stillwater affirming their intent to sell you
their capital stock of Shumate for $100,000 if the restructuring
is
consummated before September 30, 2005.

14. If you are able to provide the substantive evidence required
for
the consolidation of Shumate, please explain how you arrived at
adjustment (D) to your pro forma financial statements.  Given that
you are presenting consolidated financial statements, it is not
clear
why after consolidation you are reporting an investment of
$100,000
in your wholly-owned subsidiary.  Please also explain to us how
you
determined it was appropriate to record this as a restructuring
charge.  Please refer to the accounting literature which supports
your current presentation of the $100,000.

15. We note your response to prior comment 45.  Given that
Excalibur
Holdings is the parent corporation for Shumate and Shumate is your
sole remaining operating subsidiary, please clarify why there are
no
amounts related to Excalibur Holding on the statements of
operations as well as why additional balance sheet accounts such
as
Accounts receivable and Inventory would not be related to
Excalibur
Holdings.  Specifically, we would assume your disclosures related
to
Excalibur Holdings would include the assets, liabilities, and
results
of operations related to Shumate.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

You may contact Nudrat Salik at (202) 551- 3692 or Jeanne Baker at
(202) 551- 3691 if you have questions regarding comments on the
financial statements and related matters.  Please contact Craig
Slivka at (202) 551-3729 or me at with any other questions.

      Sincerely,

	Pamela A. Long
      Assistant Director
CC:	Mark Indeglia
      Greg Carnie
      (949) 679-9560
      Matthew C. Flemming
      (936) 539-9396
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Mr. Larry C. Shumate
Excalibur Industries, Inc.
Page 1 of 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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