EXHIBIT 31.2


                                  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-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.



March 31, 2005                /s/ Matthew C. Flemming
                              --------------------------------------------------
                              Matthew C. Flemming
                              Executive Vice President, Chief Financial Officer,
                              Treasurer and Secretary
                              (Principal Financial Officer)