SecProbe.io

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                      [SPECTRUM LAW GROUP, LLP LETTERHEAD]

E-Mail:    mindeglia@spectrumlawgroup.com
File No.:  10005.02

                                  July 21, 2005

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission
Division of Corporation Finance
450 5th Street, N.W.
Washington, D.C.  20459
Mail Stop 0304

      Re:   Excalibur Industries, Inc.
            Preliminary Proxy Statement on Schedule 14A filed May 20, 2005
            Annual Report on Form 10-KSB for the year ended December 31, 2004
            Quarterly Report on Form 10-QSB for the quarter ended March 31, 2005
            SEC File No. 0-30291

Ladies and Gentlemen:

      On  behalf  of  our  client,   Excalibur  Industries,   Inc.,  a  Delaware
corporation  ("Excalibur"),  we are filing  herewith an Amendment  No. 1 ("Proxy
Amendment") to  Excalibur's  Preliminary  Proxy  Statement on Schedule 14A filed
with the Commission on May 20, 2005 (the "Proxy Statement"),  an Amendment No. 1
("10-KSB  Amendment") to  Excalibur's  Annual Report on Form 10-KSB for the year
ended  December  31,  2004  (the  "10-KSB"),  and an  Amendment  No. 1  ("10-QSB
Amendment") to Excalibur's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2005.  The  Amendment has been prepared in response to the comments of
the staff  delivered by way of its letter  dated June 17, 2005.  Set forth below
are  Excalibur's  responses  to the  staff's  comments,  numbered in a manner to
correspond to the order to which the staff's comments were delivered.

                   Preliminary Proxy Statement on Schedule 14A

General

      1. In the Proxy  Amendment,  Excalibur has stated the approximate  date on
which the proxy  statement  and the form of proxy  are  first  sent to  security
holders. See page 1.

<PAGE>

Securities and Exchange Commission
Division of Corporation Finance
July 21, 2005
Page 2

      2.  In the  Proxy  Amendment,  Excalibur  has  disclosed  the  information
required by Item 7(d) of Schedule 14A, in particular the information required by
Item 306 of Regulation S-B. See pages 38-39.

      3.  In the  Proxy  Amendment,  Excalibur  has  disclosed  the  information
required by Item 9 of Schedule 14A. See pages 39-40.

Recapitalization, page 2

      4. As set  forth in the  Proxy  Amendment,  Mr.  Flemming  did  personally
guarantee  all of the  indebtedness  of Excalibur to  Stillwater  National  Bank
("Stillwater"), which, as of March 31, 2005, was approximately $10,000,000. As a
condition of issuing the loan commitment,  Stillwater required that Mr. Flemming
remain  solely and  personally  responsible  for  $350,000 of the  approximately
$10,000,000 he already owes to Stillwater.  Stillwater required,  however,  that
Mr. Flemming  contribute  $250,000 of that amount to Excalibur as equity capital
contribution.  Stillwater's  purpose in these requirements was to further reduce
the  amount  of debt  which  Excalibur  will  carry  after  the  closing  of the
restructuring and to increase Excalibur's stockholder's equity after the closing
of the  restructuring  while  still  maintaining  a  portion  of Mr.  Flemming's
existing   personal   guarantee  so  that  it  can  reduce  its  losses  on  the
restructuring. See pages 2-3, 17, and 19.

Solicitation of Proxies and Acceptances, page 6

      5.  Excalibur  will comply with Rule  14a-6(c) of the  Exchange Act in the
event that any of its  officers,  directors,  or  employees  solicit  proxies by
telephone, telegram, or other means of communication.

Voting of Proxies, page 7

      6. Excalibur has determined that it will not seek discretionary  authority
to postpone or adjourn the meeting to solicit additional  proxies.  Accordingly,
it will not seek such  authority,  and the referenced  language has been deleted
from the proxy statement.

The Restructuring, page 14

      7. As set forth in the Proxy Amendment, Stillwater has issued a supplement
to the loan commitment  stating that, as part of the  restructuring,  Stillwater
will loan to Excalibur  $100,000 to purchase the capital stock of Shumate.  This
$100,000 will be added to the  principal  amount of the  convertible  note being
issued by Excalibur.

<PAGE>

Securities and Exchange Commission
Division of Corporation Finance
July 21, 2005
Page 3

      In response to the staff's specific questions:

      o     Stillwater has issued a  supplemental  loan  commitment  pursuant to
            which  it has  agreed  to sell  the  capital  stock  of  Shumate  to
            Excalibur as part of the restructuring for $100,000. Stillwater will
            loan  the  funds  to  Excalibur,  and the  principal  amount  of the
            convertible note will be increased by $100,000.

      o     As of this time, Stillwater has not disposed of the capital stock of
            Shumate.

      o     Excalibur  expects to pay $100,000 for the capital stock of Shumate.
            The purchase  will be financed by borrowing an  additional  $100,000
            from Stillwater.

      o     This sale will not take place  before the  stockholders  vote at the
            special  stockholders'  meeting,  as the sale will be conditioned on
            the closing of the entire restructuring.

      o     Excalibur has amended its risk factors to clarify that, in the event
            the restructuring does not occur, it is unlikely that Excalibur will
            be able to repurchase  the Shumate  shares.  Further,  Excalibur has
            disclosed  that, in the event that  Stillwater does sell the Shumate
            shares to a third party, the restructuring will not occur, Excalibur
            will have no operations, and Excalibur will be unable to satisfy its
            currently outstanding obligations. See page 9.

The Unsecured Noteholder Conversions, page 19

      8. As set forth in the Proxy Amendment,  Excalibur is currently in default
on  all  of  the  unsecured  notes.  The  amount  in  default  is  approximately
$1,691,310. See page 19.

      9.  Excalibur  has filed the form of  agreement  to convert note signed by
each noteholder as an Exhibit to the Proxy Amendment. See Exhibit B.

      10. The offer of shares to the  noteholders  in exchange  for the notes is
exempt from the registration requirements of the Securities Act pursuant to both
Section 3(a)(9) and Section 4(2) of the Securities Act.

<PAGE>

Securities and Exchange Commission
Division of Corporation Finance
July 21, 2005
Page 4

Interests of Certain Persons in the Restructuring, page 20

      11. In the Proxy  Amendment,  Excalibur has disclosed,  in tabular format,
the  interests  of each  person who has been an officer or  director at any time
since the beginning of 2004. See pages 21-22.

Approval of Terms of the Recapitalization Plan, page 21

      12. In the Proxy  Amendment,  Excalibur  has  revised the  disclosures  to
reflect the ownership of Excalibur's officers and directors as a group on both a
pre-closing  and  post-closing  basis.  This disclosure sets forth the number of
shares (or the percentage of shares) (a) currently held by Excalibur's  officers
and directors,  (b) being issued upon  conversion of unsecured notes held by the
officers and directors,  (c) vesting  pursuant to restricted  stock awards under
the  2005  Stock  Incentive  Plan,  and (d)  being  purchased  by Mr.  Flemming.
Excalibur has also  cross-referenced,  where applicable,  the table set forth on
pages 21-22 which  clearly sets forth the interest of each officer and director,
including Mr. Flemming.

Proposal 2 - Amendment  to our  Certificate  of  Incorporation  to  Effectuate a
1-for-7 Reverse Stock Split, page 23

      13. In the Proxy  Amendment,  Excalibur has  elaborated on the reasons for
the reverse stock split. See page 26.

Executive Officers and Directors, page 40

      14. In the Proxy  Amendment,  Excalibur has  disclosed the periods  during
which each director has served. See pages 39-40.

Employment Agreements, page 43

      15. In the Proxy Amendment,  Excalibur has disclosed the material terms of
the separation and release agreement between Excalibur and Mr. Stuart.  See page
49.

Litigation, page 47

      16. In the Proxy  Amendment,  with respect to the 10 actions  commenced by
former vendors against Excalibur in the aggregate amount of $880,000,  Excalibur
has disclosed  all  information  required by Item 103 of Regulation  S-B. To the
extent such information is not disclosed therein,  Excalibur has determined that
no such disclosure is required. In particular,  instruction 1 to Item 103 states
that  disclosure of any action which does not exceed 10% of Excalibur's  current
assets need not be disclosed,  and, except as set forth in the Proxy  Amendment,
no such actions exceed that threshold.

<PAGE>

Securities and Exchange Commission
Division of Corporation Finance
July 21, 2005
Page 5

      17. In the Proxy  Amendment,  Excalibur has updated its disclosures to the
latest practicable date. In particular, Excalibur has disclosed that part of the
recapitalization  plan is to acquire the capital stock of Shumate with a portion
of the proceeds from the amended and restated term note. See page 53.

Incorporation by Reference, page 48

      18. In the Proxy Amendment,  Excalibur has revised its disclosure to state
that it is only  incorporating by reference its Annual Report on Form 10-KSB for
the year ended December 31, 2004 and its Quarterly Report on Form 10-QSB for the
period ending March 31, 2005,  and that these reports are being  delivered  with
the  proxy  statement.   In  the  Proxy  Amendment,   all  statements  regarding
incorporating future filings by reference have been deleted.

Unaudited Pro Forma Financial Data, page 37

      19. As set forth in the Proxy Amendment,  as part of the  recapitalization
plan,  Stillwater  will sell the  capital  stock of  Shumate  to  Excalibur  for
$100,000,  the funds for which will be provided by the amended and restated term
note.  This has been disclosed  throughout the Proxy Amendment and the unaudited
pro forma financial data.

      20. In the Proxy Amendment, Excalibur has included pro forma statements of
operations for the year ended December 31, 2004 and the three months ended March
31, 2005. Excalibur has also replaced the pro forma balance sheet as of December
31, 2004 with a pro forma balance sheet as of March 31, 2005.

      21. In the Proxy  Amendment,  Excalibur has clarified that the purchase of
the three machines is a term of the loan commitment from Stillwater.

      22. In the Proxy Amendment, Excalibur has expanded and clarified the notes
to the pro forma balance sheet to reflect the various  adjustments  by which the
Stillwater  prior debt would be eliminated and the amended and restated note and
the third note would be reflected on the balance sheet.

      23. In the Proxy Amendment, Excalibur has expanded and clarified the notes
to the pro forma balance sheet to specifically  describe each equity transaction
which would result from the recapitalization.

<PAGE>

Securities and Exchange Commission
Division of Corporation Finance
July 21, 2005
Page 6

      24.  In the Proxy  Amendment,  has  expanded  and  clarified  the notes to
explain how it has arrived at the pro forma adjustment amounts for the pro forma
compensatory charge as well as the gain on debt forgiveness.

        Annual Report on Form 10-KSB for the year ended December 31, 2004

General

      25. Except as indicated  otherwise,  the 10-KSB Amendment has been revised
to reflect the comments from the SEC staff.

Item 1.  Description of Business, page 2

      26.  In  the  10-KSB  Amendment,  Excalibur  has  provided  the  requested
disclosure.

      27.  In  the  10-KSB  Amendment,  Excalibur  has  provided  the  requested
disclosure.

      28.  In  the  10-KSB  Amendment,  Excalibur  has  provided  the  requested
disclosure.

Sales and Marketing; Customer, page 5

      29.  In  the  10-KSB  Amendment,  Excalibur  has  provided  the  requested
disclosure.

Competition, page 5

      30.  In  the  10-KSB  Amendment,  Excalibur  has  provided  the  requested
disclosure.

Cautionary Statements Concerning Forward-Looking Information, page 12

      31. In the 10-KSB Amendment, Excalibur has made the requested change.

      32.   Excalibur   supplementally   confirms   that  it  is  aware  of  its
responsibility  to make full and  prompt  disclosure  of  material  facts,  both
favorable  and  unfavorable,  regarding  its  financial  condition to the extent
required under the federal securities laws as applicable to Excalibur,  and that
this  responsibility  may extend to  situations  where  management  knows or has
reason to know that previously disclosed projections no longer have a reasonable
basis.

Management's Discussion and Analysis or Plans of Operation, page 17

      33. Excalibur  understands the staff is not making any determination as to
whether Excalibur's disclosures regarding forward looking statements satisfy the
requirements of the Private Securities Litigation Reform Act.

<PAGE>

Securities and Exchange Commission
Division of Corporation Finance
July 21, 2005
Page 7

      34.  In  the  10-KSB  Amendment,  Excalibur  has  provided  the  requested
disclosure.

Results of Operations, page 18.

      35.  In  the  10-KSB  Amendment,  Excalibur  has  provided  the  requested
disclosure.

      36.  Excalibur  will  provide a  reasonably  detailed  description  of the
financial  covenants  required by its credit facility in future filings once the
recapitalization has been completed.

Note 1.  Description of Business and Summary of Accounting Policies

Revenue Recognition, page F-6

      37. In the 10-KSB Amendment,  Excalibur has expanded the disclosure of the
revenue recognition policy as requested.

Stock Options And Warrants, page F-7

      38. In the 10-KSB Amendment,  Excalibur has expanded the disclosure of the
footnote  relating to stock  options and  warrants.  There were no situations in
which common stock was recorded based on other than quoted market prices.

Note 12.  Stock Options and Warrants

Warrants, page F-12

      39. The third  parties  transferred  the  warrants  to the  directors  and
officers as an inducement for the directors and officers to make unsecured loans
to Excalibur.  The original  405,000  warrants were measured and recognized when
they were granted in 2001.  The transfer  from the third party to the  directors
and officers  did not result in an entry to the books of Excalibur  other than a
memo entry to the warrant ledger. Note 12 has been amended to reflect this.

Note 17,  Subsequent Events, page F-14

      40. In the 10-KSB  Amendment,  Excalibur has split Note 17 into two notes,
the first of which is audited and the second of which is unaudited.

<PAGE>

Securities and Exchange Commission
Division of Corporation Finance
July 21, 2005
Page 8

Exhibits 31.1 and 31.2

      41. In the 10-KSB Amendment,  Excalibur has included  certifications  that
conform to the formate  provided in Item  601(b)(31) of  Regulation  S-B and has
referred to the appropriate  location for the definition of disclosure  controls
and procedures.

Form 10-QSB for the period ended March 31, 2005

Comment applicable to overall filing

      42. Except as indicated  otherwise,  the 10-QSB Amendment has been revised
to reflect the comments from the SEC staff.

Consolidated Balance Sheet

      43. In the 10-QSB  Amendment,  Excalibur  has revised the balance sheet to
reflect that the pre-petition  liabilities of bankrupt  subsidiary were not "net
of  assets."  In  addition,  in the 10-QSB  Amendment,  Excalibur  has  expanded
Footnote 2 to  separately  disclose the  individual  assets and  liabilities  of
Excalibur  Holdings.  As set  forth in the  amended  footnote  and in MD&A,  the
differenc