Exhibit 31.2


                                 CERTIFICATION

I, Matthew C. Flemming, certify the following:

1.    I  have  reviewed  this  annual  report  on  Form  10-KSB/A  of  Excalibur
      Industries, Inc.;

2.    Based on my  knowledge,  this  annual  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 annual report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information included in this annual report, fairly present in all material
      respects the financial condition,  results of operations and cash flows of
      Excalibur  Industries,  Inc. as of, and for, the periods presented in this
      annual report;

4.    Excalibur   Industries,   Inc.'s  other  certifying   officer  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures  (as  defined in  Exchange  Act Rules  13a-14 and  15d-14)  for
      Excalibur Industries, Inc. and we have done the following:

      a.    designed  such  disclosure  controls and  procedures  to ensure that
            material information relating to Excalibur Industries,  Inc. is made
            known to us by others  within the Company,  particularly  during the
            period in which this annual report is being prepared;

      b.    evaluated  the   effectiveness  of  Excalibur   Industries,   Inc.'s
            disclosure controls and procedures as of a date within 90 days prior
            to the filing date of this annual  report (the  "Evaluation  Date");
            and

      c.    presented  in  this  annual   report  our   conclusions   about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    Excalibur   Industries,   Inc.'s  other  certifying  officer  and  I  have
      disclosed,  based on our most recent evaluation,  to Excalibur Industries,
      Inc.'s  auditors and the audit  committee of Excalibur  Industries  Inc.'s
      board of directors:

      a.    all significant  deficiencies in the design or operation of internal
            controls which could adversely affect Excalibur  Industries,  Inc.'s
            ability to record, process,  summarize and report financial data and
            have  identified  for  Excalibur  Industries,  Inc.'s  auditors  any
            material weaknesses in internal controls; and

      b.    any fraud,  whether or not  material,  that  involves  management or
            other employees who have a significant role in Excalibur Industries,
            Inc.'s internal controls; and

6.    Excalibur Industries, Inc.'s other certifying officer and I have indicated
      in this annual  report  whether or not there were  significant  changes in
      internal  controls or in other  factors  that could  significantly  affect
      internal  controls  subsequent to the date of our most recent  evaluation,
      including any corrective  actions with regard to significant  deficiencies
      and material weaknesses.



April 29, 2004                 /s/ Matthew C. Flemming
                              ---------------------------------------------
                              Matthew C. Flemming
                              Executive Vice President, Chief
                              Financial Officer, Treasurer and Secretary
                              (Principal Financial Officer)


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