CERTIFICATION

I, Matthew C. Flemming, certify the following:

      1.    I have reviewed this annual report on Form 10-KSB 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-15(f) and
            15d-15(f)) for Excalibur Industries, Inc. and we have done the
            following:

            a.    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 Excalibur Industries, Inc., including its consolidated
                  subsidiaries, is made known to us by others within those
                  entities, particularly during the period in which this annual
                  report is being prepared;

            b.    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;

            c.    evaluated the effectiveness of Excalibur Industries, Inc.'s
                  disclosure controls and procedures and presented in this
                  annual 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

            d.    disclosed in this annual report any change in Excalibur
                  Industries, Inc.'s internal control over financial reporting
                  that occurred during Excalibur Industries, Inc.'s fourth
                  fiscal quarter that has materially affected, or is reasonably
                  likely to materially affect, Excalibur Industries, Inc.'s
                  internal control over financial reporting; and

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

            a.    All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect
                  Excalibur Industries, Inc.'s ability to record, process,
                  summarize and report financial information; 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 control over financial reporting.


July 21, 2005                            /s/ Matthew C. Flemming
                                       -----------------------------------------
                                       Matthew C. Flemming
                                       Executive Vice President,
                                       Chief Financial Officer, and Secretary
                                       (Principal Financial Officer)