UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(Mark
One)





[X]
                            Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the Fiscal Year Ended December 31,
      2008[   ]
                            Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the Transition Period from __________ to ___________Commission
      File Number: 333-137595EXCALIBER
      ENTERPRISES, LTD.(Name
      of small business issuer in its charter)Nevada
                            20-5093315(State
      or other jurisdiction of incorporation or organization)
                            (I.R.S.
      employer identification number)P.O.
      Box 1265
                              Rathdrum,
      ID
                            83858(Address
      of principal executive offices)
                            (Zip
      code)Issuer’s
      telephone number: (208) 704-6590Securities
      Registered Pursuant to Section 12(b) of the Act:Title
      of each class
                            Name
      of each exchange on which registeredNone
                            NoneSecurities
      Registered Pursuant to Section 12(g) of the Act:None(Title
      of class)(Title
      of
class)

















Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes
[   ]   No [X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes [X]   No
[   ]





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X]   No [   ]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [   ]





Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.:





Large
      accelerated filer  [   ]
              Accelerated
      filer                  
       [   ]Non-accelerated
      filer    [   ] (Do not check if a
      smaller reporting company)
              Smaller
      reporting
company  [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)


Yes
[X]   No [   ]





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the most recent price at which the
common equity was sold: $37,435 as of March 30,
2009.





The
number of shares outstanding of each of the issuer's classes of common equity,
as of March 30, 2009 was 5,848,707.





DOCUMENTS
INCORPORATED BY REFERENCE





If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The
listed documents should be clearly described for identification purposes (e.g.,
annual report to security holders for fiscal year ended December 24,
1990).





None.





Transitional
Small Business Disclosure Format (Check one): Yes [   ] No
[X]























2


EXCALIBER
ENTERPRISES, LTD.


FORM
10-K


For the
year ended December 31, 2008





TABLE
OF CONTENTS








PART I
              4DESCRIPTION OF BUSINESS
              4RISK FACTORS
              6UNRESOLVED STAFF COMMENTS
              9PROPERTIES
              9LEGAL PROCEEDINGS
              9SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
              10PART II
              11MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED
      STOCKHOLDER MATTERS MARKET INFORMATION FOR COMMON
STOCK
              11MANAGEMENT’S DISCUSSION AND PLAN OF
      OPERATIONS
              11FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA
              14CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS
              27CONTROLS AND PROCEDURES
              27OTHER INFORMATION
              28PART III
              29DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE
              29EXECUTIVE COMPENSATION
              30SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT
              31CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
      DIRECTOR INDEPENDENCE
              31PRINCIPAL ACCOUNTING FEES AND
    SERVICES
              32EXHIBITS
              32SIGNATURES
              33

















3


FORWARD
LOOKING STATEMENTS





This
Annual Report contains forward-looking statements about our business, financial
condition and prospects that reflect our management’s assumptions and beliefs
based on information currently available.  We can give no assurance
that the expectations indicated by such forward-looking statements will be
realized.  If any of our assumptions should prove incorrect, or if any
of the risks and uncertainties underlying such expectations should materialize,
our actual results may differ materially from those indicated by the
forward-looking statements.





The key
factors that are not within our control and that may have a direct bearing on
operating results include, but are not limited to, acceptance of our services,
our ability to expand its customer base, managements’ ability to raise capital
in the future, the retention of key employees and changes in the regulation of
our industry.





There may
be other risks and circumstances that management may be unable to
predict.  When used in this Report, words such as,  "believes,"  "expects,"
"intends,"  "plans,"  "anticipates,"  "estimates"and similar
expressions are intended to identify and qualify forward-looking statements,
although there may be certain forward-looking statements not accompanied by such
expressions.





PART I





DESCRIPTION OF BUSINESS





Business
Development and Summary





Excaliber
Enterprises, Ltd. was incorporated in the State of Nevada on October 6,
2005.





Our
administrative office is located at 13834 W. Hoyt Road, Rathdrum, ID
83858.





Our
fiscal year end is December 31.





Business
of Issuer





Principal
Products and Principal Markets





Our
business purpose is to market specialty gift baskets to real estate and health
care professionals and organizations through the Internet.  We plan to
offer potential customers the ability to choose from a variety of gift baskets
that will be pre-designed by Stephanie Jones, our President.  Our
proposed gift baskets can be given as thank yous, gifts or rewards to clients,
patients, employees or associates.  For example, a realtor, whose
client just purchased a new home, can order either a home essentials basket
containing household cleaners and supplies or a housewarming basket with gourmet
foods.  In targeting the medical community, a sample get-well basket
could include activity books and aspirin.  We have not yet designed
any gift basket ideas and thus do not currently have any catalog of items to
sell.





We are
developing a website at www.ExcaliberStore.com, which serves as our base of
operations and the sole method through which we will generate
sales.  The site is our singular storefront, through which we will
market, sell, and distribute gift baskets.  To date, we have not
identified or contacted any manufacturers or suppliers.





The
baskets and products we plan to place in the baskets will purchased from outside
sources.  We are in the process of identifying suppliers and
manufacturers, and have not made any determination which, if any we will
contact.  We will not manufacture or produce any
item.  Instead, we will seek to purchase these items from outside
sources and assemble them in the pre-designed format.  Assembly of
baskets is intended to be done in-house by our management.  In the
event we are unable to handle assembly and fulfillment in-house, we may seek to
outsource these functions to independent third parties.  We will not
manufacture or produce any item ourselves.  We are still in the
development stage, and we do not have any saleable inventory and have not yet
identified any specific products, suppliers or fulfillment
companies.





Additionally,
our management believes that we may be able to acquire good and services from
existing third-party specialty gift companies.  We are in the process
of identifying companies with merchandising programs that will allow us to
either list and sell their existing inventory of baskets or earn commissions
based upon sales affected by us.  We have not identified any such
third-party companies from which to purchase pre-manufactured baskets and cannot
guarantee that we will be able to obtain such baskets at a preferred or
reasonable price.





4


Distribution
Methods of the Products and Services





We expect
to use general parcel and postal services as our distribution methods to fulfill
customer orders.  Such services include, without limitation, United
Parcel Service, DHL, Federal Express and the United States Postal
Service.





Industry
Background and Competition





The
market for gift baskets is very competitive and highly
fragmented.  There are numerous existing and potential competitors
selling gift baskets.  Our management believes that national chains
that offer a large selection of merchandise compete directly, yet co-exist, with
smaller companies that have either a regional presence, single locations or are
strictly Internet-based.  We expect to compete with many online and
physical gift basket retailers, which we believe can be divided into several
groups:





1.
            National
      chains and franchises, such as Harry & David and Hickory
      Farms;





2.
            Catalog
      retailers and Internet-based companies, such as Red Envelope and Blue
      Nile; and





3.
            Local
      and regional companies that cater to a limited geographic area and/or a
      niche market; and





Our
management believes there exists a significant number of competitors selling
relatively similar and competitively priced merchandise.  In addition,
convenience and reliability, as well as quality of customer service and the
breadth and depth of product selection characterize the market for gift
baskets.  We are a start-up company without a base of operations and
lacking an ability to generate sales.  As such, our competitive
position is unfavorable in the general marketplace.  Unless we
implement our planned operations and begin to generate revenues, we will not be
able to maintain our operations.





Significantly,
all of our current and potential traditional competitors have longer operating
histories, larger customer or user bases, greater brand recognition and
significantly greater financial, marketing and other resources than we
do.  Our competitors may be able to secure products from vendors on
terms that are more favorable, fulfill customer orders more efficiently and
adopt more aggressive pricing or inventory availability policies than we
can.  Traditional store-based retailers also enable customers to see
and feel products in a manner that is not possible over the
Internet.  Many of these current and potential competitors can devote
substantially more resources to Web site and systems development than we
can.  In addition, larger, more well-established and financed entities
may acquire, invest in or form joint ventures with online competitors or gift
basket companies as the use of the Internet and other online services
increases.





Need
for Government Approval of Principal Products





While we
believe we are and will be in substantial compliance with the laws and
regulations which regulate our business, and that we possess all the licenses
required in the conduct of our business, the failure to comply with any of those
laws or regulations, or the imposition of new laws or regulations could
negatively impact our proposed business.





Number
of total employees and number of full time employees





We are
currently in the development stage.  During the development stage, we
plan to rely exclusively on the services of Stephanie Jones, President and
director, and Matthew Jones, our Secretary, Treasurer and director, to set up
our business operations.  Both Mr. and Mrs. Jones currently work for
us on a part-time basis and each expect to devote approximately 10-20 hours per
week to our business, or as needed.  There are no other full- or
part-time employees.  We believe that our operations are currently on
a small scale that is manageable by these individuals.





Reports
to Security Holders





1.
            We
      will furnish shareholders with annual financial reports certified by our
      independent registered public
accountants.





2.
            We
      are a reporting issuer with the Securities and Exchange
      Commission.  We file periodic reports, which are required in
      accordance with Section 15(d) of the Securities Act of 1933, with the
      Securities and Exchange Commission to maintain the fully reporting
      status.





5


The
public may read and copy any materials we file with the SEC at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20002.  The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330.  Our SEC filings will be available
on the SEC Internet site, located at http://www.sec.gov.





RISK FACTORS





Our
officers and directors work for us on a part-time basis.  As a result,
we may be unable to develop our business and manage our public reporting
requirements.





Our
operations depend on the efforts of Stephanie Jones, our President and director,
and Matthew Jones, our Secretary, Treasurer and director.  Neither Mr.
nor Mrs. Jones has experience related to public company management, nor as a
principal accounting officer.  Because of this, we may be unable to
offer and sell the shares in this offering and develop and manage our
business.  We cannot guarantee you that we will overcome any such
obstacle.





Both Mr.
and Mrs. Jones are involved in other business opportunities and may face a
conflict in selecting between Excaliber and their other business
interests.  We have not formulated a policy for the resolution of such
conflicts.  If we lose either or both Mr. and Mrs. Jones to other
pursuits without a sufficient warning we may, consequently, go out of
business.





Investors
may lose their entire investment if we fail to implement our business
plan.





Excaliber
Enterprises, Ltd. was formed in October 2005.  We have no demonstrable
operations record, on which you can evaluate our business and
prospects.  Our prospects must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by companies in
their early stages of development.  These risks include, without
limitation, competition, the absence of ongoing revenue streams, inexperienced
management and lack of brand recognition.  Excaliber Enterprises
cannot guarantee that we will be successful in executing our proposed gift
basket business and accomplishing our objectives.  To date, we have
not generated any revenues and may incur losses in the foreseeable
future.  If we fail to implement and create a base of operations for
our proposed business, we may be forced to cease operations, in which case
investors may lose their entire investment.





If
we are unable to continue as a going concern, investors may face a complete loss
of their investment.





We have
yet to commence our planned merchandising operations.  As of the date
of this annual report, we have had only limited start-up operations and
generated no revenues.  Taking these facts into account, our
independent registered public accounting firm has expressed substantial doubt
about our ability to continue as a going concern in the independent registered
public accounting firm’s report to the financial statements included in the
registration statement, of which this prospectus is a part.  If our
business fails, the investors in this offering may face a complete loss of their
investment.





Investors
will have limited control over decision-making because principal stockholders,
officers and directors of Excaliber Enterprises control the majority of our
issued and outstanding common stock.





Stephanie
Jones, an executive officer, employee and director, beneficially owns 98% of our
issued and outstanding common stock.  As a result of such ownership,
investors will have limited control over matters requiring approval by our
security holders, including the election of directors.  Such
concentrated control may also make it difficult for our stockholders to receive
a premium for their shares of our common stock in the event we enter into
transactions which require stockholder approval.  In addition, certain
provisions of Nevada law could have the effect of making it more difficult or
more expensive for a third party to acquire, or of discouraging a third party
from attempting to acquire, control of us.  For example, Nevada law
provides that not less than two-thirds vote of the stockholders is required to
remove a director, which could make it more difficult for a third party to gain
control of our Board of Directors.  This concentration of ownership
limits the power to exercise control by the minority shareholders.








6


Excaliber
Enterprises may not be able to attain profitability without additional funding,
which may be unavailable.





We have
limited capital resources.  To date, we have not generated cash from
our operations.  Unless we begin to generate sufficient revenues from
our proposed business objective of selling gift baskets to finance operations as
a going concern, we may experience liquidity and solvency
problems.  Such liquidity and solvency problems may force us to go out
of business if additional financing is not available.  We have no
intention of liquidating.  In the event our cash resources are
insufficient to continue operations, we intend to raise addition capital through
offerings and sales of equity or debt securities.  In the event we are
unable to raise sufficient funds, we will be forced to go out of business and
will be forced to liquidate.  A possibility of such outcome presents a
risk of complete loss of investment in our common stock.





Because
of competitive pressures from competitors with more resources, Excaliber
Enterprises may fail to implement its business model profitably.





The
market for customers is intensely competitive and such competition is expected
to continue to increase.  We expect to compete with many online and
physical companies specialized in selling gift products, such as Harry and David
and Wine Country Gifts.  Generally, our actual and potential
competitors have longer operating histories, greater financial and marketing
resources, greater name recognition and an entrenched client
base.  Therefore, many of these competitors may be able to devote
greater resources to attracting customers and preferred vendor
pricing.  There can be no assurance that our current or potential
competitors will not stock comparable or superior products to those to we expect
to offer.  Increased competition could result in lower than expected
operating margins or loss of market share, any of which would materially and
adversely affect our business, results of operation and financial
condition.





We
may be unable to generate sales without sales, marketing or distribution
capabilities.





We have
not commenced our planned business of selling pre-designed specialty gift
baskets via the Internet and do not have any sales, marketing or distribution
capabilities.  We cannot guarantee that we will be able to develop a
sales and marketing plan or to develop an effective chain of
distribution.  In the event we are unable to successfully implement
these objectives, we may be unable to generate sales and operate as a going
concern.





We
may not be able to generate sales because consumers may choose not to shop
online.





We may
not be able to attract potential customers who shop in traditional retail stores
to shop on our proposed web site.  Furthermore, we may incur
significantly higher and more sustained advertising and promotional expenditures
than anticipated to attract online shoppers and to convert those shoppers into
purchasing customers.  As a result, we may not be able to achieve
profitability, and even if we are successful at attracting online customers, we
expect it could take several years to build a substantial customer
base.





Failure
by us to respond to changes in consumer preferences could result in lack of
sales revenues and may force us out of business.





Any
change in the preferences of our potential customers, or in the gift products
industry in general, that we fail to anticipate and adapt to could reduce the
demand for our proposed specialty gift baskets that we intend to
sell.  Decisions about our focus and the specific products we plan to
offer will often be made in advance of entering the
marketplace.  Failure to anticipate and respond to changes in consumer
preferences and demands could lead to, among other things, customer
dissatisfaction, failure to attract demand for our proposed products and lower
profit margins.





We
may be unable to obtain sufficient quantities of quality merchandise on
acceptable commercial terms because we do not have long-term distribution and
manufacturing agreements.





We have
not yet commenced our planned business of selling pre-designed specialty gift
baskets via the Internet and do not have any sales, marketing or distribution
capabilities.  We cannot guarantee that we will be able to develop a
sales and marketing plan or to develop an effective chain of
distribution.  In the event we are unable to successfully implement
these objectives, we may be unable to generate sales and operate as a going
concern.








7


Our
revenue and gross margin could suffer if we fail to manage our inventory
properly.





Our
business depends on our ability to anticipate our needs for our as yet
unidentified products and suppliers’ ability to deliver sufficient quantities of
products at reasonable prices on a timely basis.  Given that we are in
the development stage, we may be unable to accurately anticipate demand and
manage inventory levels that could seriously harm us.  If predicted
demand is substantially greater than consumer purchases, there will be excess
inventory.  In order to secure inventory, we may make advance payments
to suppliers, or we may enter into non-cancelable commitments with
vendors.  If we fail to anticipate customer demand properly, a
temporary oversupply could result in excess or obsolete inventory, which could
adversely affect our gross margin.





Excaliber
Enterprises may lose its top management without employment
agreements.





Our
operations depend substantially on the skills and experience of Stephanie Jones,
our President and director, and Matthew Jones, our Secretary, Treasurer and
director.  We have no other full- or part-time employees besides these
individuals.  Furthermore, we do not maintain key man life insurance
on either of these two individuals.  Without employment contracts, we
may lose either or both of our officers and directors to other pursuits without
a sufficient warning and, consequently, go out of business.





Both of
our officers and directors are involved in other business opportunities and may
face a conflict in selecting between our company and their other business
interests.  In the future, either Mr. or Mrs. Jones may also become
involved in other business opportunities.  We have not formulated a
policy for the resolution of such conflicts.  If we lose either or
both of Mr. or Mrs. Jones to other pursuits without a sufficient warning we may,
consequently, go out of business.





Our
internal controls may be inadequate, which could cause our financial reporting
to be unreliable and lead to misinformation being disseminated to the
public.





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  As defined in Exchange Act Rule
13a-15(f), internal control over financial reporting is a process designed by,
or under the supervision of, the principal executive and principal financial
officer and effected by the board of directors, management and other personnel,
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 and includes those policies and
procedures that: (i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company’s assets that could have a
material effect on the financial statements.  Our internal controls
may be inadequate or ineffective, which could cause our financial reporting to
be unreliable and lead to misinformation being disseminated to the
public.  Investors relying upon this misinformation may make an
uninformed investment decision.





The
costs and expenses of SEC reporting and compliance may inhibit our
operations.





After the
effectiveness of this registration statement, we will be subject to the
reporting requirements of the Securities Exchange Act of 1934, as
amended.  The costs of complying with such requirements may be
substantial.  In the event we are unable to establish a base of
operations that generates sufficient cash flows or cannot obtain additional
equity or debt financing, the costs of maintaining our status as a reporting
entity may inhibit out ability to continue our operations.





Because
our common stock is deemed a low-priced “Penny” stock, an investment in our
common stock should be considered high risk and subject to marketability
restrictions.





Since our
common stock is a penny stock, as defined in Rule 3a51-1 under the Securities
Exchange Act, it will be more difficult for investors to liquidate their
investment even if and when a market develops for the common stock. Until the
trading price of the common stock rises above $5.00 per share, if ever, trading
in the common stock is subject to the penny stock rules of the Securities
Exchange Act specified in rules 15g-1 through 15g-10. Those rules require
broker-dealers, before effecting transactions in any penny stock,
to:





8


1.
            Deliver
      to the customer, and obtain a written receipt for, a disclosure
      document;





2.
            Disclose
      certain price information about the
stock;





3.
            Disclose
      the amount of compensation received by the broker-dealer or any associated
      person of the broker-dealer;





4.
            Send
      monthly statements to customers with market and price information about
      the penny stock; and





5.
            In
      some circumstances, approve the purchaser’s account under certain
      standards and deliver written statements to the customer with information
      specified in the rules.





Consequently,
the penny stock rules may restrict the ability or willingness of broker-dealers
to sell the common stock and may affect the ability of holders to sell their
common stock in the secondary market and the price at which such holders can
sell any such securities. These additional procedures could also limit our
ability to raise additional capital in the future.




FINRA
sales practice requirements may also limit a stockholder's ability to buy and
sell our stock.




In
addition to the “penny stock” rules described above, the Financial Industry
Regulatory Authority (FINRA) has adopted rules that require that in recommending
an investment to a customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, the FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. The FINRA requirements make it more
difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability! to buy and sell our stock and have an
adverse effect on the market for our shares.




UNRESOLVED STAFF COMMENTS





None.





PROPERTIES





Excaliber
Enterprises, Ltd. uses office space at 13834 W. Hoyt Road, Rathdrum, ID
83858.  Mr. and Mrs. Jones, the directors and officers, are providing
the office space, located their primary residence, at no charge to
us.  We believe that this arrangement is suitable given that our
current operations are primarily administrative.  We also believe that
we will not need to lease additional administrative offices for at least the
next 12 months.  There are currently no proposed programs for the
renovation, improvement or development of the facilities we currently
use.





Our
management does not currently have policies regarding the acquisition or sale of
real estate assets primarily for possible capital gain or primarily for
income.  We do not presently hold any investments or interests in real
estate, investments in real estate mortgages or securities of or interests in
persons primarily engaged in real estate activities.





LEGAL PROCEEDINGS





No
Director, officer, significant employee, or consultant of Excaliber Enterprises,
Ltd. has been convicted in a criminal proceeding, exclusive of traffic
violations.





No
Director, officer, significant employee, or consultant of Excaliber Enterprises,
Ltd. has been permanently or temporarily enjoined, barred, suspended, or
otherwise limited from involvement in any type of business, securities or
banking activities.





No
Director, officer, significant employee, or consultant of Excaliber Enterprises,
Ltd. has been convicted of violating a federal or state securities or
commodities law.





Excaliber
Enterprises, Ltd. is not a party to any pending legal proceedings.





No
director, officer, significant employee or consultant of Excaliber Enterprises,
Ltd. has had any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time.






9








SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS





None.





PART II





MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS MARKET INFORMATION FOR COMMON STOCK





Market
information





There is
no established public trading market for our securities and a regular trading
market may not develop, or if developed, may not be sustained.  A
shareholder in all likelihood, therefore, will not be able to resell his or her
securities should he or she desire to do so when eligible for public
resale.  Furthermore, it is unlikely that a lending institution will
accept our securities as pledged collateral for loans unless a regular trading
market develops.  We have no plans, proposals, arrangements or
understandings with any person with regard to the development of a trading
market in any of our securities.





Holders





As of the
date of this prospectus, Excaliber Enterprises, Ltd. has 5,848,707 shares of
$0.001 par value common stock issued and outstanding held by 24 shareholders of
record.  Our Transfer Agent is Holliday Stock Transfer, Inc., 2939 N.
67th
Place, Suite C, Scottsdale, Arizona 85251, phone (480) 481-3940.





Dividends





Excaliber
Enterprises, Ltd. has never declared or paid any cash dividends on its common
stock.  For the foreseeable future, Excaliber Enterprises intends to
retain any earnings to finance the development and expansion of its business,
and it does not anticipate paying any cash dividends on its common
stock.  Any future determination to pay dividends will be at the
discretion of the Board of Directors and will be dependent upon then existing
conditions, including Excaliber Enterprises’ financial condition and results of
operations, capital requirements, contractual restrictions, business prospects
and other factors that the board of directors considers relevant.





Recent
Sales of Unregistered Securities





In June
2006, we issued 5,000,000 shares of our common stock to Stephanie Jones, our
founding shareholder and an officer and director.  This sale of stock
did not involve any public offering, general advertising or
solicitation.  The shares were issued in exchange for services
performed by the founding shareholder on our behalf in the amount of
$5,000.  Mrs. Jones received compensation in the form of common stock
for performing services related to the formation and organization of our
Company, including, but not limited to, designing and implementing a business
plan and providing administrative office space for use by the Company; thus,
these shares are considered to have been provided as founder’s
shares.  Additionally, the services are considered to have been
donated, and have resultantly been expensed and recorded as a contribution to
capital.  At the time of the issuance, Mrs. Jones had fair access to
and was in possession of all available material information about our company,
as she is an officer and director of Excaliber Enterprises, Ltd.  The
shares bear a restrictive transfer legend.  Based on these facts, we
claim that the issuance of stock to our founding shareholder qualifies for the
exemption from registration contained in Section 4(2) of the Securities Act of
1933.





On
September 25, 2006, we sold 100,000 shares of our common stock to Nicole Jones,
sister of Matthew Jones and sister-in-law of Stephanie Jones, officers and
directors of the company.  The shares were issued at a price of $0.05
per share for total cash in the amount of $5,000.  This September 2006
transaction involved no general solicitation and the shares bear a restrictive
transfer legend.  Ms. Nicole Jones was provided fair access to our
corporate books and records and was given the opportunity to ask questions of
us.  Based on these facts, we claim that the issuance of stock to Ms.
Nicole Jones qualifies for the exemption from registration contained in Section
4(2) of the Securities Act of 1933.





10





MANAGEMENT’S DISCUSSION AND PLAN OF OPERATIONS





Forward-Looking
Statements





The
statements contained in all parts of this document that are not historical facts
are, or may be deemed to be, "forward-looking statements" within the meaning
of  Section 27A of  the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934.  Such forward-looking
statements include, but are not limited to, those relating to the following: the
Company's ability to secure necessary financing; expected growth; future
operating expenses; future margins; fluctuations in interest rates; ability to
continue to grow and  implement growth, and regarding future growth,
cash needs, operations, business plans and financial results and any other
statements that are not historical facts.





When used
in this document, the words "anticipate," "estimate," "expect," "may," "plans,"
"project," and similar expressions are intended to be among the statements that
identify forward-looking statements.  Excaliber Enterprises, Ltd.’s
results may differ significantly from the results discussed in the
forward-looking statements.  Such statements involve risks and
uncertainties, including, but not limited to, those relating to costs, delays
and difficulties related to the Company’s dependence on its ability to attract
and retain skilled managers and other personnel; intense competition; the
uncertainty of the Company's ability to manage and continue its growth and
implement its business strategy; its vulnerability to general economic
conditions; accuracy of accounting and other estimates; the Company's future
financial and operating results, cash needs and demand for services; and the
Company's ability to maintain and comply with permits and licenses; as well as
other risk factors described in this Annual Report. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those
projected.





Management’s
Discussion and Analysis





We are an
online retailer of engraved products and awards, consisting of trophies,
plaques, medals, statuettes and other recognition awards capable of being
engraved with various congratulatory or personal phrases, for the purpose of
recognizing achievements in sports, academics or other
celebrations.  Since our inception, we have worked with the singular
goal of executing our business plan and establishing a base of
operations.  Unfortunately, we generated no revenues in any period
since our inception.  We have no sources of revenues and cannot
forecast the amount, if any, of revenues we will generate for the foreseeable
future.





In the
execution of our business, we incur depreciation expense related to our computer
equipment, as well as various general and administrative
costs.  General and administrative expenses mainly consist of office
expenditures and accounting and legal fees.  During the year ended
December 31, 2008, we spent $16,386, consisting of $36 in depreciation expense
and $16,350 in general and administrative expenses.  In the comparable
year ended December 31, 2007, we incurred $4,784 in total expenses, all of which
is attributed to general and administrative expenses.  Aggregate
operating expenses from our inception through December 31, 2008 were $26,601, of
which $36 is related to depreciation expense, $21,565 in general and
administrative expenses and $5,000 in executive compensation paid to Stephanie
Jones in the form of common stock for services rendered.  No
development related expenses have been or will be paid to our
affiliates.  We expect to continue to incur general and administrative
expenses for the foreseeable future, although we cannot estimate the extent of
these costs.





During
the years ended December 31, 2008 and 2007, we recorded a provision for income
taxes of $30 in each respective year, related to the minimum tax payable to the
State of Idaho.  Since our inception to December 31, 2008, we recorded
total provisions for income taxes of $60.





As a
result of our minimal level of revenues and incurring ongoing expenses related
to the implementation of our business, we have experienced net losses in all
periods since our inception on October 6, 2005.  In the year ended
December 31, 2008, our net loss totaled $16,416, compared to a net loss of
$4,814 in the prior year ended December 31, 2007.  Since our
inception, we have accumulated net losses in the amount of
$26,661.  We anticipate incurring ongoing operating losses and cannot
predict when, if at all, we may expect these losses to plateau or
narrow.  We have not been profitable from our inception through the
year ended December 31, 2008.  There is significant uncertainty
projecting future profitability due to our history of losses, lack of revenues,
and due to our reliance on the performance of third parties on which we have no
direct control.








11


Generating
sales in the next 12 months is important to support our business.  In
order for us to achieve profitability and support our planned ongoing
operations, we estimate that we must begin generating a minimum of $25,000 in
sales in the next 12 months.  However, we cannot guarantee that we
will generate any sales, let alone achieve that target.  As of the
date of this annual report we are a development stage company with no revenues
and a limited operational history.  We have a website located at
www.ExcaliberStore.com to serve as our sole method of attracting customers and
generating sales.  We intend to operate solely as an online company.
 All sales are expected to be realized through our web site.  To
date, we have not received any orders via the website.





Our
management believes that most organizations are postponing or suspending
purchasing engraved award products, such as we sell.  As a result, we
have decided to delay all marketing and promotional efforts.  We
intended to implement search engine placement and keyword submission
optimization services to increase the visibility of our website.  To
date, we have not developed or implemented any marketing strategy and do not
intend to do so until the first quarter of 2010, at the earliest.





As of
December 31, 2008, we had $21,812 of cash on hand, which our management believes
these funds are not sufficient to implement our planned strategies and establish
a base of operations over the next 12 months.  Our management expects
that we will experience net cash out-flows for the fiscal year 2008, given
developmental nature of our business.  We cannot predict the stability
of current or projected overhead or that we will generate sufficient revenues to
maintain our operations without the need for additional capital.  Our
management believes we may need to raise additional capital by issuing capital
stock in exchange for cash in order to continue as a going
concern.  There are no formal or informal agreements to attain such
financing.  We can not assure you that any financing can be obtained
or, if obtained, that it will be on reasonable terms.  As such, our
principal accountants have expressed substantial doubt about our ability to
continue as a going concern because we have limited operations and have not
fully commenced planned principal operations.  If our business fails,
our investors may face a complete loss of their investment.





Our
management does not anticipate the need to hire additional full- or part- time
employees over the next 12 months, as the services provided by our current
officers appear sufficient at this time.  Our officers work for us on
a part-time basis, and are prepared to devote additional time, as
necessary.  We do not expect to hire any additional employees over the
next 12 months.





No
development related expenses have been or will be paid to our
affiliates.





Our
management does not expect to incur research and development costs.





We do not
have any off-balance sheet arrangements.





We
currently do not own any significant plant or equipment that we would seek to
sell in the near future.





We have
not paid for expenses on behalf of our directors.  Additionally, we
believe that this fact shall not materially change.





We
currently do not have any material contracts and or affiliations with third
parties.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements.

















12


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





The
following documents (pages F-1 to F-12) form part of the report on the Financial
Statements





PAGEReport of Independent Registered Public Accounting
      Firm
              F-1Balance Sheets
              F-3Statements of Operations
              F-4Statements of Stockholders’ Equity
              F-5Statements of Cash Flows
              F-6Footnotes
              F-7















































13






































Excaliber
Enterprises, Ltd.


(A
Development Stage Company)


Audited
Financial Statements


December
31, 2008


















































14























TABLE OF
CONTENTS














PAGEReport of Independent Registered Public Accounting Firm –
      Weaver & Martin, LLC, CPAs
              1Balance Sheets
              2Statements of Operations
              3Statements of Changes in Stockholders’
    Equity
              4Statements of Cash Flows
              5Footnotes
              6















































15


WEAVER
& MARTIN








To the
Board of Directors and Stockholders


Excaliber
Enterprises, Ltd.


Rathdrum,
ID





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





We have
audited the accompanying balance sheet of Excaliber Enterprises, Ltd. (A
Development Stage Company) as of December 31, 2008 and 2007 and the related
statements of operations, stockholders’ deficit, and cash flows for the years
then ended, and the period of October 6, 2005 (Inception) to December 31,
2008.  Excaliber Enterprises, Ltd.’s management is responsible for
these financial statements.  Our responsibility is to express an
opinion on these financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion. Our audit of the financial statements includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Excaliber Enterprises, Ltd. as of
December 31, 2008 and 2007 and the results of its operations, stockholders’
deficit, and cash flows for the years then ended and the period of October 6,
2005 (Inception) to December 31, 2008 in conformity with accounting principles
generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has suffered recurring losses from operations and is
dependent upon the continued sale of its securities or obtaining debt financing
for funds to meet its cash requirements. These factors raise substantial doubt
about the Company’s ability to continue as a going concern.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





/s/ Weaver & Martin,
LLC





Weaver
& Martin, LLC


Kansas
City, Missouri


March 30,
2009

















F1


16


Excaliber
Enterprises, Ltd.


(a
Development Stage Company)


Balance Sheets





December
      31,2008
                    
                    
                    2007AssetsCurrent
      assets:Cash
                    
                    $
                    21,812
                    
                    
                    $
                    95Total
      current assets
                    
                    
                    21,812
                    
                    
                    
                    95Fixed
      assets, net of accumulated depreciation of $36And
      $0 as of 12/31/08 and 12/31/07, respectively
                    
                    
                    1,248
                    
                    
                    
                    -Total
      assets
                    
                    $
                    23,060
                    
                    
                    $
                    95Liabilities
      and Stockholders’ EquityCurrent
      liabilities:Accounts
      payable
                    
                    $
                    2,186
                    
                    
                    $
                    240Notes
      payable – related party
                    
                    
                    500
                    
                    
                    
                    -Total
      current liabilities
                    
                    
                    2,686
                    
                    
                    
                    240Stockholders’
      equityCommon
      stock, $0.001 par value, 200,000,000 sharesauthorized,
      5,848,700 and 5,100,000 shares issuedand
      outstanding as of 12/31/08 and 12/31/07
                    
                    
                    5,849
                    
                    
                    
                    5,100Additional
      paid-in capital
                    
                    
                    41,186
                    
                    
                    
                    5,000(Deficit)
      accumulated during development stage
                    
                    
                    (26,661
                    )
                    
                    
                    (10,245
                    )20,374
                    
                    
                    
                    (145
                    )Total
      liabilities and stockholders’ equity
                    
                    $
                    23,060
                    
                    
                    $
                    95














The
accompanying notes are an integral part of these financial
statements.














F2


17


Excaliber
Enterprises, Ltd.


(a
Development Stage Company)


Statements of Operations





For
      the years ended
                  
                  
                  October
      6, 2005December
      31,
                  
                  
                  (Inception)
      to2008
                  
                  
                  2007
                  
                  
                  December
      31, 2008Revenue
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Expenses:Depreciation
      expense
                  
                  
                  36
                  
                  
                  
                  -
                  
                  
                  
                  36Executive
      compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  5,000General
      and administrative expenses
                  
                  
                  16,350
                  
                  
                  
                  4,784
                  
                  
                  
                  21,565Total
      expenses
                  
                  
                  16,386
                  
                  
                  
                  4,784
                  
                  
                  
                  26,601(Loss)
      before provision for income taxes
                  
                  
                  (16,386
                  )
                  
                  
                  (4,784
                  )
                  
                  
                  (26,601
                  )Provision
      for income taxes
                  
                  
                  (30
                  )
                  
                  
                  (30
                  )
                  
                  
                  (60
                  )Net
      (loss)
                  
                  $
                  (16,416
                  )
                  
                  $
                  (4,814
                  )
                  
                  $
                  (26,661
                  )Weighted
      average number ofcommon
      shares outstanding - basic and fully diluted
                  
                  
                  5,202,282
                  
                  
                  
                  5,100,000Net
      (loss) per share-basic and fully diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )

















The
accompanying notes are an integral part of these financial
statements.














F3


18


Excaliber
Enterprises, Ltd.


(a
Development Stage Company)


Statements of Stockholders’ Equity





(Deficit)AccumulatedCommon
      Stock
                  
                  
                  Additional
                  
                  
                  During
                  
                  
                  TotalPaid-in
                  
                  
                  Development
                  
                  
                  Stockholders’Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Stage
                  
                  
                  EquityNet
      (loss)For
      the year endedDecember
      31, 2006
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  (5,191
                  )
                  
                  $
                  (5,191
                  )Balance,
      December 31, 2006
                  
                  
                  5,100,000
                  
                  
                  
                  5,100
                  
                  
                  
                  5,000
                  
                  
                  
                  (5,431
                  )
                  
                  
                  4,669Net
      (loss)For
      the year endedDecember
      31, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (4,814
                  )
                  
                  
                  (4,814
                  )Balance,
      December 31, 2007
                  
                  
                  5,100,000
                  
                  
                  
                  5,100
                  
                  
                  
                  5,000
                  
                  
                  
                  (10,245
                  )
                  
                  
                  (145
                  )November
      2008Issued
      for cash
                  
                  
                  748,707
                  
                  
                  
                  749
                  
                  
                  
                  36,686
                  
                  
                  
                  -
                  
                  
                  
                  37,435November
      2008Offering
      costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (500
                  )
                  
                  
                  -
                  
                  
                  
                  (500
                  )Net
      (loss)For
      the year endedDecember
      31, 2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (16,416
                  )
                  
                  
                  (16,416
                  )Balance,
      December 31, 2008
                  
                  
                  5,848,707
                  
                  
                  $
                  5,849
                  
                  
                  $
                  41,186
                  
                  
                  $
                  (26,661
                  )
                  
                  $
                  20,374























The
accompanying notes are an integral part of these financial
statements.











F4


19


Excaliber
Enterprises, Ltd.


(a
Development Stage Company)


Statements of Cash Flows





For
      the year ended
                  
                  
                  October
      6, 2005December
      31,
                  
                  
                  (Inception)
      to2008
                  
                  
                  2007
                  
                  
                  December
      31, 2008Cash
      flows from operating activitiesNet
      (loss)
                  
                  $
                  (16,416
                  )
                  
                  $
                  (4,814
                  )
                  
                  $
                  (26,661
                  )Adjustments
      to reconcile net (loss) tonet
      cash (used) by operating activities:Shares
      issued for services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  5,000Depreciation
                  
                  
                  36
                  
                  
                  
                  -
                  
                  
                  
                  36Changes
      in operating assets and liabilities:Increase
      in accounts payable
                  
                  
                  1,946
                  
                  
                  
                  -
                  
                  
                  
                  2,186Net
      cash (used) by operating activities
                  
                  
                  (14,434
                  )
                  
                  
                  (4,814
                  )
                  
                  
                  (19,439
                  )Cash
      flows from investing activitiesPurchase
      of fixed assets
                  
                  
                  (1,284
                  )
                  
                  
                  -
                  
                  
                  
                  (1,284
                  )Net
      cash (used) by investing activities
                  
                  
                  (1,284
                  )
                  
                  
                  -
                  
                  
                  
                  (1,284
                  )Financing
      activitiesProceeds
      from note payable
                  
                  
                  500
                  
                  
                  
                  -
                  
                  
                  
                  500Donated
      capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100Issuances
      of common stock
                  
                  
                  36,935
                  
                  
                  
                  -
                  
                  
                  
                  41,935Net
      cash provided by financing activities
                  
                  
                  37,435
                  
                  
                  
                  -
                  
                  
                  
                  42,535Net
      increase (decrease) in cash
                  
                  
                  21,717
                  
                  
                  
                  (4,814
                  )
                  
                  
                  21,812Cash
      – beginning
                  
                  
                  95
                  
                  
                  
                  4,909
                  
                  
                  
                  -Cash
      – ending
                  
                  $
                  21,812
                  
                  
                  $
                  95
                  
                  
                  $
                  21,812Supplemental
      disclosures:Interest
      paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Income
      taxes paid
                  
                  $
                  30
                  
                  
                  $
                  30
                  
                  
                  $
                  30Non-cash
      transactions:Shares
      issued for services
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  5,000Number
      of shares issued for services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  5,000,000

















The
accompanying notes are an integral part of these financial
statements.














F5


20


Excaliber
Enterprises, Ltd.


(a
Development Stage Company)


Notes to Financial Statements





Note
1 – History and organization of the company





The
Company was organized October 6, 2005 (Date of Inception) under the laws of the
State of Nevada, as Excalibur Enterprises, Ltd.  The Company is
authorized to issue up to 200,000,000 shares of its common stock with a par
value of $0.001 per share.





The
business of the Company is to sell specialty gift baskets to health care
professionals, organizations and patients, and real estate agents and
firms.  The Company has limited operations and in accordance with
Statement of Financial Accounting Standards No. 7 (SFAS #7), “Accounting and
Reporting by Development Stage Enterprises,” the Company is considered a
development stage company.





Note
2 – Accounting policies and procedures





Use of
estimates


The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting
period.  Actual results could differ from those
estimates.





Cash and cash
      equivalents


The
Company maintains a cash balance in a non-interest-bearing account that
currently does not exceed federally insured limits.  For the purpose
of the statements of cash flows, all highly liquid investments with an original
maturity of three months or less are considered to be cash
equivalents.  There were no cash equivalents as of December 31, 2008
and 2007.





Concentrations of
      Risks: Cash Balances


The
Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC).  This government corporation insured
balances up to $100,000 through October 13, 2008.  As of October 14,
2008 all non-interest bearing transaction deposit accounts at an FDIC-insured
institution, including all personal and business checking deposit accounts that
do not earn interest, are fully insured for the entire amount in the deposit
account.  This unlimited insurance coverage is temporary and will
remain in effect for participating institutions until December 31,
2009.





All other
deposit accounts at FDIC-insured institutions are insured up to at least
$250,000 per depositor until December 31, 2009.  On January 1, 2010,
FDIC deposit insurance for all deposit accounts, except for certain retirement
accounts, will return to at least $100,000 per depositor.  Insurance
coverage for certain retirement accounts, which include all IRA deposit
accounts, will remain at $250,000 per depositor.





Impairment of long-lived
assets


Long-lived
assets held and used by the Company are reviewed for possible impairment
whenever events or circumstances indicate the carrying amount of an asset may
not be recoverable or is impaired.  No such impairments have been
identified by management at December 31, 2008 and 2007.





Revenue
recognition


The
Company recognizes revenue and gains when earned and related costs of sales and
expenses when incurred.





Advertising
costs


The
Company expenses all costs of advertising as incurred.  There were no
advertising costs included in selling, general and administrative expenses at
December 31, 2008 and 2007.





Loss per
share


Net loss
per share is provided in accordance with Statement of Financial Accounting
Standards No. 128 (SFAS #128) “Earnings Per Share”.  Basic loss per
share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the
period.  Diluted EPS is computed by adding to the weighted average
shares the dilutive effect if stock warrants were exercised into common
stock.  For the years ended December 31, 2008 and 2007, the
denominator in the diluted EPS computation is the same as the denominator for
basic EPS due to the anti-dilutive effect of the warrants on the Company’s net
loss.




F6


21


Excaliber
Enterprises, Ltd.


(a
Development Stage Company)


Notes
to Financial Statements





Note
2 – Accounting policies and procedures (continued)





Reporting on the costs
      of start-up activities


Statement
of Position 98-5 (SOP 98-5), “Reporting on the Costs of Start-Up Activities,”
which provides guidance on the financial reporting of start-up costs and
organizational costs, requires most costs of start-up activities and
organizational costs to be expensed as incurred.  SOP 98-5 is
effective for fiscal years beginning after December 15, 1998.  With
the adoption of SOP 98-5, there has been little or no effect on the Company’s
financial statements.





Fair value of financial
instruments


Fair
value estimates discussed herein are based upon certain market assumptions and
pertinent information available to management as of December 31, 2008 and
2007.  The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair values. Fair values were assumed
to approximate carrying values for cash and payables because they are short term
in nature and their carrying amounts approximate fair values or they are payable
on demand.





Income
Taxes


The
Company follows Statement of Financial Accounting Standard No. 109, “Accounting
for Income Taxes” (“SFAS No. 109”) for recording the provision for income
taxes.  Deferred tax assets and liabilities are computed based upon
the difference between the financial statement and income tax basis of assets
and liabilities using the enacted marginal tax rate applicable when the related
asset or liability is expected to be realized or settled.  Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period.  If available evidence suggests that it is more
likely than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized.  Future
changes in such valuation allowance are included in the provision for deferred
income taxes in the period of change.





Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods.  Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they
relate.  Deferred taxes arising from temporary differences that are
not related to an asset or liability are classified as current or non-current
depending on the periods in which the temporary differences are expected to
reverse.





General and administrative
expenses


The
significant components of general and administrative expenses consists of meals
and entertainment expenses, legal and professional fees, outside services,
office supplies, postage, and travel expenses.





Segment
reporting


The
Company follows Statement of Financial Accounting Standards No. 130,
“Disclosures About Segments of an Enterprise and Related Information”. The
Company operates as a single segment and will evaluate additional segment
disclosure requirements as it expands its operations.





Dividends


The
Company has not yet adopted any policy regarding payment of
dividends.  No dividends have been paid or declared since
inception.





Recent
pronouncements


In June
2006, the Financial Accounting Standards Board (:FASB”) issued Interpretation
No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109 (“FIN 48”).  FIN 48 clarified the accounting for
uncertainty in income taxes recognized in a company’s financial statements in
accordance with FASB Statement No. 109, Accounting for Income
Taxes.  It prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return.  FIN 48 also
provides guidance on derecognition, classification, interest and penalties,
accounting in interim period, disclosure and transition.  FIN 48 is
effective for fiscal years beginning after December 15, 2006.  The
adoption of FIN 48 did not have a material impact on our balance sheet or
statement of operations.







F7


22


Excaliber
Enterprises, Ltd.


(a
Development Stage Company)


Notes
to Financial Statements





Note
2 – Accounting policies and procedures (continued)





Recent pronouncements
(Continued)


In
September 2006, the Securities and Exchange Commission staff (“SEC”) issued SAB
108.  SAB 108 was issued to provide consistency to how companies
quantify financial statement misstatements.  SAB 108 establishes an
approach that requires companies to quantify misstatements in financial
statements based on effects of the misstatement on both the consolidated balance
sheet and statement of operations and the related financial statement
disclosures.  Additionally, companies must evaluate the cumulative
effect of errors existing in prior years that previously had been considered
immaterial.  We adopted SAB 108 in connection with the preparation of
our annual financial statements for the years ended December 31, 2008 and 2007
and found no adjustments necessary.





In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
(“SFAS No. 157”).  SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
and expands disclosures about fair value measurements.  SFAS No. 157
does not require any new fair value measurements, rather, its application will
be made pursuant to other accounting pronouncements that require or permit fair
value measurements.  SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 1007, and
interim periods within those years.  The provisions of SFAS No. 157
are to be applied proactively upon adoption, except for limited specified
exemptions.  We are evaluating the requirements of SFAS No. 157 and do
not expect the adoption to have a material impact on our balance sheet or
statement of operations.





In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entities first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company has
adopted SFAS No. 159 beginning March 1, 2008 and is evaluating the potential
impact the adoption of this pronouncement will have on its consolidated
financial statements.





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.








F8


23


Excaliber
Enterprises, Ltd.


(a
Development Stage Company)


Notes
to Financial Statements





Note
2 – Accounting policies and procedures (continued)





Recent pronouncements
(Continued)


In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.





Year end


The
Company has adopted December 31 as its fiscal year end.





Note
3 - Going concern





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As shown in the accompanying financial
statements, the Company has incurred a net loss of ($26,661) for the period from
October 6, 2005 (inception) to December 31, 2008, and had no
sales.  The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations from the development of
its new business opportunities.  The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts of and classification of liabilities that might
be necessary in the event the Company cannot continue in existence.





These
conditions raise substantial doubt about the Company's ability to continue as a
going concern.  These financial statements do not include any
adjustments that might arise from this uncertainty.





Note
4 – Income taxes





For the
years ended December 31, 2008 and 2007, the Company incurred net operating
losses and, accordingly, no provision for income taxes has been recorded. In
addition, no benefit for income taxes has been recorded due to the uncertainty
of the realization of any tax assets. At December 31, 2008 and 2007, the Company
had approximately $26,661 and $10,245 of federal and state net operating losses.
The net operating loss carryforwards, if not utilized, will begin to expire in
2025.





The
components of the Company’s deferred tax asset are as follows:





December
      312008
                
                
                2007Deferred
      tax assets:Net
      operating loss carryforwards
                
                $
                7,998
                
                
                $
                3,074Valuation
      allowance
                
                
                (7,998
                )
                
                
                (3,074
                )Total
      deferred tax assets
                
                $
                -
                
                
                $
                -





For
financial reporting purposes, the Company has incurred a loss in each period
since its inception. Based on the available objective evidence, including the
Company’s history of losses, management believes it is more likely than not that
the net deferred tax assets will not be fully realizable. Accordingly, the
Company provided for a full valuation allowance against its net deferred tax
assets at December 31, 2008 and 2007.








F9


24


Excaliber
Enterprises, Ltd.


(a
Development Stage Company)


Notes
to Financial Statements





Note
5 – Debt and interest expense





On
January 22, 2008, the Company issued an aggregate of $500 in debt securities to
a related party.  The note bears no interest, is due on demand and
contains no prepayment penalty.





Note
6 – Stockholders’ equity





The
Company is authorized to issue 200,000,000 shares of its $0.001 par value common
stock.





On June
23, 2006, the Company issued 5,000,000 shares of its $0.001 par value common
stock as founders’ shares to an officer and director in exchange for services
rendered valued at $5,000.





On August
2, 2006, an officer and director of the Company donated cash in the amount of
$100.  The entire amount was donated, is not expected to be repaid and
is considered to be additional paid-in capital.





On
September 25, 2006, the Company issued 100,000 shares of its $0.001 par value
common stock to one individual in exchange for cash in the amount of
$5,000.





On
November 12, 2008, the Company issued 748,707 shares of its par value common
stock in a public offering for total gross cash proceeds in the amount of
$37,435.  Total offering costs related to this issuance was
$500.





As of
December 31, 2008, there have been no other issuances of common
stock.





Note
7 – Warrants and options





As of
December 31, 2008, there were no warrants or options outstanding to acquire any
additional shares of common stock.





Note
8 – Related party transactions





The
Company issued 5,000,000 shares of its par value common stock as founders’
shares to an officer and director in exchange for services rendered in the
amount of $5,000.





The
Company issued 100,000 shares of its par value common stock to an affiliated
shareholder in exchange for cash in the amount of $5,000.





A
shareholder, officer and director of the Company donated cash to the Company in
the amount of $100.  This amount has been donated to the Company, is
not expected to be repaid and is considered additional paid-in
capital.





The
Company does not lease or rent any property.  Office services are
provided without charge by an officer and director of the
Company.  Such costs are immaterial to the financial statements and,
accordingly, have not been reflected therein.  The officers and
directors of the Company are involved in other business activities and may, in
the future, become involved in other business opportunities.  If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interests.  The Company has not formulated a policy for the resolution
of such conflicts.











F10


25


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS





None.





CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





We
maintain a set of disclosure controls and procedures designed to ensure that
information we are required to disclose in reports filed under the Securities
Exchange Act is recorded, processed, summarized and reported within the time
periods specified by the SEC’s rules and forms.  Disclosure controls
are also designed with the objective of ensuring that this information is
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate, to allow timely decisions
regarding required disclosure.





Based
upon their evaluation as of the end of the period covered by this report, our
chief executive officer and chief financial officer concluded that our
disclosure controls and procedures are not effective to ensure that information
required to be included in our periodic SEC filings is recorded, processed,
summarized, and reported within the time periods specified in the SEC rules and
forms.





Our Board
of Directors were advised by Weaver & Martin, LLC, the Company’s independent
registered public accounting firm, that during their performance of audit
procedures for 2008 Weaver & Martin, LLC identified a material weakness as
defined in Public Company Accounting Oversight Board Standard No. 2 in the
Company’s internal control over financial reporting.





This
deficiency consisted primarily of inadequate staffing and supervision that could
lead to the untimely identification and resolution of accounting and disclosure
matters and failure to perform timely and effective reviews.  However,
the size of the Company prevents us from being able to employ sufficient
resources to enable us to have adequate segregation of duties within our
internal control system.  Management is required to apply its judgment
in evaluating the cost-benefit relationship of possible controls and
procedures.





Management’s
Annual Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company’s principal executive and principal financial
officers and effected by the company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:





1.
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;





2.
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the company;
      and





3.
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.  All internal control
systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.  Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.





26


As of
December 31, 2008, management assessed the effectiveness of our internal control
over financial reporting based on the criteria for effective internal control
over financial reporting established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") and SEC guidance on conducting such assessments.  Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described
below.  This was due to deficiencies that existed in the design or
operation of our internal controls over financial reporting that adversely
affected our internal controls and that may be considered to be material
weaknesses.





The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes.  The aforementioned material weaknesses were
identified by our Chief Executive Officer in connection with the review of our
financial statements as of December 31, 2008.





Management
believes that the material weaknesses set forth in items (2) and (3) above did
not have an effect on our financial results.  However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.





This
annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.





Changes
in Internal Control over Financial Reporting





There
were no changes in our internal control over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or
reasonably likely to materially affect, our internal control over financial
reporting.





OTHER INFORMATION





None.



































27


PART III





DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Excaliber
Enterprises, Ltd.'s Directors are elected by the stockholders to a term of one
(1) year and serve until their successors are elected and
qualified.  The officers are appointed by the Board of Directors to a
term of one (1) year and serves until his/her successor is duly elected and
qualified, or until he/she is removed from office.  The Board of
Directors has no nominating, auditing, or compensation committees.





The names
and ages of our directors and executive officers and their positions are as
follows:





Name
                
                Age
                
                PositionStephanie
      Y Jones
                
                35
                
                President,
      CEO and DirectorMatthew
      L. Jones
                
                40
                
                Secretary,
      Treasurer and Director





Stephanie Y. Jones, President, Chief
Executive Officer and Director:Stephanie Jones is currently a
bookkeeper for Finishing Touch Lawn Maintenance in Rathdrum,
Idaho.  Her responsibilities include maintaining accounts payable and
receivable and managing customer accounts.  She has been in her
present position since 2001.  Mrs. Jones was previously an elementary
school teacher for four years, between 1998 and 2002, at Falls Christian
Academy, a private school located in Rathdrum, Idaho, where she taught
kindergarten.  Prior to her teaching position, Mrs. Jones was a
stay-at-home mother, where she began creating gift baskets in her spare
time.  She attended Northern Idaho College from 1991 to
1993.





Matthew L. Jones, Secretary,
Treasurer and Director:From October 2005 to the present,
Matthew Jones has been employed by Huntwood Industries in Liberty Lake,
Washington as a Sales Representative in the custom cabinetry
department.  Mr. Jones was  employed by La Mesa RV in
Liberty Lake, Washington from 2004 through 2005, where he was a sales
representative for several lines of Recreational Vehicles.  From 2001
to 2004, Mr.  Jones was a department manager at Lowes Home Improvement
Center in Rathdrum, Idaho. From 1995 to 2001, he had an active real estate
license and was a broker at Coldwell Banker Real Estate in Rathdrum,
Idaho.  Mr. Jones attended Northern Idaho College from 1991 to
1993.  He is a disabled veteran.





Family
Relationships





Stephanie
Y. Jones and Matthew L. Jones are husband and wife.





Involvement
on Certain Material Legal Proceedings During the Last Five Years





No
director, officer, significant employee or consultant has been convicted in a
criminal proceeding, exclusive of traffic violations.





No
bankruptcy petitions have been filed by or against any business or property of
any director, officer, significant employee or consultant of the Company nor has
any bankruptcy petition been filed against a partnership or business association
where these persons were general partners or executive officers.





No
director, officer, significant employee or consultant has been permanently or
temporarily enjoined, barred, suspended or otherwise limited from involvement in
any type of business, securities or banking activities.





No
director, officer or significant employee has been convicted of violating a
federal or state securities or commodities law.





Audit
Committee and Financial Expert





We do not
have an Audit Committee. Our directors perform some of the same functions of an
Audit Committee, such as: recommending a firm of independent certified public
accountants to audit the annual financial statements; reviewing the independent
auditors independence, the financial statements and their audit report; and
reviewing management's administration of the system of internal accounting
controls. The Company does not currently have a written audit committee charter
or similar document.




28





We have
no financial expert. We believe the cost related to retaining a financial expert
at this time is prohibitive. Further, because of our start-up operations, we
believe the services of a financial expert are not warranted.





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our director
and executive officers, and persons who beneficially own more than 10% of a
registered class of our equity securities, to file reports of beneficial
ownership and changes in beneficial ownership of our securities with the SEC on
Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of
Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial
Ownership of Securities). Directors, executive officers and beneficial owners of
more than 10% of our Common Stock are required by SEC regulations to furnish us
with copies of all Section 16(a) forms that they file.  As a company
with securities registered under Section 15(d) of the Exchange Act, our
executive officers and director, and persons who beneficially own more than ten
percent of our common stock are not required to file Section 16(a)
reports.





Code
of Ethics





We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions in that our sole officer and
director serves in all the above capacities.





Corporate
Governance





Nominating
Committee





We do not
have a Nominating Committee or Nominating Committee Charter. Our directors
perform the functions associated with a Nominating Committee. We have elected
not to have a Nominating Committee in that we are a development stage
company.





Director Nomination
Procedures





Nominees
for Directors are identified and suggested by the members of the Board or
management using their business networks. The Board has not retained any
executive search firms or other third parties to identify or evaluate director
candidates and does not intend to in the near future. In selecting a nominee for
director, the Board or management considers the following criteria:





1.
            Whether
      the nominee has the personal attributes for successful service on the
      Board, such as demonstrated character and integrity; experience at a
      strategy/policy setting level; managerial experience dealing with complex
      problems; an ability to work effectively with others; and sufficient time
      to devote to our affairs;





2.
            Whether
      the nominee has been the chief executive officer or senior executive of a
      public company or a leader of a similar organization, including industry
      groups, universities or governmental
  organizations;





3.
            Whether
      the nominee, by virtue of particular experience, technical expertise or
      specialized skills or contacts relevant to our current or future business,
      will add specific value as a Board member;
and





4.
            Whether
      there are any other factors related to the ability and willingness of a
      new nominee to serve, or an existing Board member to continue his
      service.





The Board
or management has not established any specific minimum qualifications that a
candidate for director must meet in order to be recommended for Board
membership. Rather, the Board or management will evaluate the mix of skills and
experience that the candidate offers, consider how a given candidate meets the
Board’s current expectations with respect to each such criterion and make a
determination regarding whether a candidate should be recommended to the
stockholders for election as a Director. During 2008, we received no
recommendation for Directors from our stockholders.





We will
consider for inclusion in our nominations of new Board of Directors nominees
proposed by stockholders who have held at least 1% of our outstanding voting
securities for at least one year. Board candidates referred by such stockholders
will be considered on the same basis as Board candidates referred from other
sources. Any stockholder who wishes to recommend for our consideration a
prospective nominee to serve on the Board of Directors may do so by giving the
candidate’s name and qualifications in writing to our Secretary at the following
address: 3717 W. Woodside, Spokane, WA 99208.






29





EXECUTIVE COMPENSATION





Summary
Compensation Table





The
following table sets forth, for the last completed fiscal years ended December
31, 2008 and 2007 the cash compensation paid by the Company, as well as certain
other compensation paid with respect to those years and months, to the Chief
Executive Officer and, to the extent applicable, each of the three other most
highly compensated executive officers of the Company in all capacities in which
they served:





Summary Compensation
  TableName
      and
                  Principal
      Position
                Year
                Salary
      ($)
                Bonus
      ($)
                Stock
      Awards ($)
                Option
      Awards ($)
                Non-Equity
      Incentive Plan Compen-sation ($)
                Non-qualified
      Deferred Compen-sation Earnings ($)
                All
      Other Compen-sation ($)
                Total
                  ($)Stephanie
      Jones
                2008
                0
                0
                0
                0
                0
                0
                0
                0President
                2007
                0
                0
                0
                0
                0
                0
                0
                0Matthew
      Jones
                2008
                0
                0
                0
                0
                0
                0
                0
                0Secretary/Treasurer
                2007
                0
                0
                0
                0
                0
                0
                0
                0





Directors'
Compensation





Our
directors are not entitled to receive compensation for services rendered to us,
or for each meeting attended except for reimbursement of out-of-pocket
expenses.  We have no formal or informal arrangements or agreements to
compensate our director for services she provides as a director of our
company.





Employment
Contracts and Officers' Compensation





Since our
incorporation, we have not paid any compensation to our officers, director and
employees.  We do not have employment agreements.  Any
future compensation to be paid will be determined by our Board of Directors, and
an employment agreement will be executed.  We do not currently have
plans to pay any compensation until such time as we are cash flow
positive.





Stock
Option Plan And Other Long-term Incentive Plan





We
currently do not have existing or proposed option/SAR grants.





























30


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT





Security
Ownership of Certain Beneficial Owners and Management





The
following table sets forth certain information as of the date of this offering
with respect to the beneficial ownership of Excaliber Enterprises, Ltd.’s common
stock by all persons known by Excaliber Enterprises to be beneficial owners of
more than 5% of any such outstanding classes, and by each director and executive
officer, and by all officers and directors as a group.  Unless
otherwise specified, the named beneficial owner has, to our knowledge, either
sole or majority voting and investment power.





Title
      Of Class
                    Name,
      Title and Address of Beneficial Owner of Shares(1)
                    
                    Amount
      of Beneficial Ownership(2)
                    
                    
                    Percent
      of ClassCommon
                    Stephanie
      Y. Jones, President and CEO
                    
                    
                    5,000,000
                    
                    
                    
                    98.04
                    %All
      Directors and Officers as a group (1 person)
                    
                    
                    5,000,000
                    
                    
                    
                    98.04
                    %Common
                    Nicole
      Jones(3)
                    
                    
                    100,000
                    
                    
                    
                    1.96
                    %





Notes:





1.
            The
      address for Stephanie Y. Jones is c/o Excaliber Enterprises, Ltd., P.O.
      Box 1265, Rathdrum, ID 83858.





2.
            As
      used in this table, “beneficial ownership” means the sole or shared power
      to vote, or to direct the voting of, a security, or the sole or share
      investment power with respect to a security (i.e., the power to dispose
      of, or to direct the disposition of a
security).





3.
            Nicole
      Jones is the sister-in-law of Stephanie Jones and Matthew Jones, our
      officers and directors.





CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE





In June
2006, we issued 5,000,000 shares of $0.001 par value common stock to Stephanie
Jones, an officer and director, in exchange for services performed valued at
$5,000, related specifically to the formation and organization of our
corporation, as well as setting forth a business plan and operational
objectives.





In August
2006, Stephanie Jones donated cash in the amount of $100.





In
September 2006, we issued 100,000 shares of $0.001 par value common stock to
Nicole Jones, the sister-in-law of our officers and directors, in exchange for
cash in the amount of $5,000.





Additionally,
we use office space and services provided without charge by Mr. and Mrs. Jones,
our directors and officers.





Director
Independence




The Board
of Directors has concluded that our directors, Stephanie Jones and Matthew
Jones, are not independent in accordance with the director independence
standards.














31


PRINCIPAL ACCOUNTING FEES AND SERVICES





The
following table sets forth fees billed to us by our independent auditors for the
years ended 2008 and 2007 for (i) services rendered for the audit of our annual
financial statements and the review of our quarterly financial statements, (ii)
services rendered that are reasonably related to the performance of the audit or
review of our financial statements that are not reported as Audit Fees, and
(iii) services rendered in connection with tax preparation, compliance, advice
and assistance.





SERVICES
                
                2008
                
                
                2007Audit
      fees
                
                $
                5,000
                
                
                $
                2,400Audit-related
      fees
                
                
                -
                
                
                
                -Tax
      fees
                
                
                -
                
                
                
                -All
      other fees
                
                
                -
                
                
                
                -Total
      fees
                
                $
                5,000
                
                
                $
                2,400





EXHIBITS





Exhibit
      Number
            Name
      and/or Identification of Exhibit3
            Articles
      of Incorporation & By-Laws(a)
      Articles of Incorporation (1)(b)
      By-Laws (1)31
            Rule
      13a-14(a)/15d-14(a) Certifications32
            Certification
      under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section
      1350)


(1)
            Incorporated
      by reference to the Registration Statement on Form SB-2, previously filed
      with the SEC on September 11, 2007.




















32


SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereto duly
authorized.





EXCALIBER
      ENTERPRISES, LTD.(Registrant)By:
      /s/ Stephanie Y. Jones, President &
CEO





In
accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated:





Signature
              Title
              Date/s/
      Stephanie Y. Jones
              President,
      CEO and Director
              March
      30, 2009Stephanie
      Y. Jones/s/
      Matthew L. Jones
              Chief
      Financial Officer
              March
      30, 2009Matthew
      L. Jones/s/
      Matthew L. Jones
              Chief
      Accounting Officer
              March
      30, 2009Matthew
      L. Jones
























































33