UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q




(Mark
      One)[X]
                QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended: March 31,
      2009Or[   ]
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from ____________ to
_____________Commission
      File Number: 333-145977EXCALIBER
      ENTERPRISES, LTD.(Exact
      name of registrant as specified in its charter)Nevada
                20-5093315(State
      or other jurisdiction of incorporation or organization)
                (I.R.S.
      Employer Identification No.)13834 W. Hoyt Road
                  Rathdrum, Idaho
                83858(Address
      of principal executive offices)
                (Zip
      Code)(208) 640-9633(Registrant's
      telephone number, including area code)P.O.
      Box 1265Rathdrum, Idaho 83858(Former
      name, former address and former fiscal year, if changed since last
      report)


Indicate
by check mark whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 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 [   ]








Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:





Common
      Stock, $0.001 par value
              5,848,707
      shares(Class)
              (Outstanding
      as at May 14, 2009)










EXCALIBER
ENTERPRISES, LTD.





Table
of Contents











PagePART I – FINANCIAL INFORMATION
                3Unaudited Financial Statements
                3Condensed Balance Sheets
                4Condensed Statements of Operations
                5Condensed Statements of Cash Flows
                6Notes to Condensed Financial Statements
                7Management's Discussion and Analysis of Financial Condition
      and Results of Operations
                9Controls and Procedures
                11PART II – OTHER INFORMATION
                13Unregistered Sales of Equity Securities
                13Exhibits and Reports on Form 8-K
                14SIGNATURES
                15

































2


PART I – FINANCIAL INFORMATION





Unaudited Financial Statements





The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial reporting
and pursuant to the rules and regulations of the Securities and Exchange
Commission ("Commission").  While these statements reflect all normal
recurring adjustments which are, in the opinion of management, necessary for
fair presentation of the results of the interim period, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.  For further information,
refer to the financial statements and footnotes thereto, which are included in
the Company's Annual Report on Form 10-K, previously filed with the Commission
on March 31, 2009.




















































3


Excaliber
Enterprises, Ltd.


(a
Development Stage Company)


Condensed Balance Sheets








March
      31,
                    
                    
                    December
      31,2009
                    
                    
                    2008(Unaudited)
                    
                    
                    (Audited)AssetsCurrent
      assetsCash
                    
                    $
                    3,852
                    
                    
                    $
                    21,812Total
      current assets
                    
                    
                    3,852
                    
                    
                    
                    21,812Fixed
      assets, net of accumulated depreciation of $143and
      $36 as of 3/31/09 and 12/31/08, respectively
                    
                    
                    1,141
                    
                    
                    
                    1,248Total
      assets
                    
                    $
                    4,993
                    
                    
                    $
                    23,060Liabilities
      and Stockholders’ EquityCurrent
      liabilities:Accounts
      payable
                    
                    $
                    1,338
                    
                    
                    $
                    2,186Note
      payable – related party
                    
                    
                    500
                    
                    
                    
                    500Total
      current liabilities
                    
                    
                    1,838
                    
                    
                    
                    2,686Stockholders’
      equityCommon
      stock, $0.001 par value, 200,000,000 sharesauthorized,
      5,848,707 shares issued and outstandingas
      of 3/31/09 and 12/31/08, respectively
                    
                    
                    5,849
                    
                    
                    
                    5,849Additional
      paid-in capital
                    
                    
                    41,186
                    
                    
                    
                    41,186(Deficit)
      accumulated during development stage
                    
                    
                    (43,880
                    )
                    
                    
                    (26,661
                    )3,155
                    
                    
                    
                    20,374Total
      liabilities and stockholders’ equity
                    
                    $
                    4,993
                    
                    
                    $
                    23,060














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








4


Excaliber
Enterprises, Ltd.


(a
Development Stage Company)


Condensed Statements of Operations








For
      the three months ended
                    
                    
                    October
      6, 2005March
      31,
                    
                    
                    (Inception)
      to2009
                    
                    
                    2008
                    
                    
                    March
      31, 2009Revenue
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Expenses:Depreciation
      expense
                    
                    
                    107
                    
                    
                    
                    -
                    
                    
                    
                    143Executive
      compensation
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    5,000General
      and administrative expenses
                    
                    
                    17,082
                    
                    
                    
                    2,250
                    
                    
                    
                    38,647Total
      expenses
                    
                    
                    17,189
                    
                    
                    
                    2,250
                    
                    
                    
                    43,790(Loss)
      before provision for income taxes
                    
                    
                    (17,189
                    )
                    
                    
                    (2,250
                    )
                    
                    
                    (43,790
                    )Provision
      for income taxes
                    
                    
                    (30
                    )
                    
                    
                    (30
                    )
                    
                    
                    (90
                    )Net
      (loss)
                    
                    $
                    (17,219
                    )
                    
                    $
                    (2,280
                    )
                    
                    $
                    (43,880
                    )Weighted
      average number ofcommon
      shares outstanding – basic and fully diluted
                    
                    
                    5,848,707
                    
                    
                    
                    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.








5


Excaliber
Enterprises, Ltd.


(a
Development Stage Company)


Condensed Statements of Cash Flows








For
      the three months ended
                    
                    
                    October
      6, 2005March
      31,
                    
                    
                    (Inception)
      to2009
                    
                    
                    2008
                    
                    
                    March
      31, 2009Cash
      flows from operating activitiesNet
      (loss)
                    
                    $
                    (17,219
                    )
                    
                    $
                    (2,280
                    )
                    
                    $
                    (43,880
                    )Adjustments
      to reconcile net (loss) tonet
      cash (used) by operating activities:Shares
      issued for executive compensation
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    5,000Depreciation
                    
                    
                    107
                    
                    
                    
                    -
                    
                    
                    
                    143Changes
      in operating assets and liabilities:(Decrease)
      increase in accounts payable
                    
                    
                    (848
                    )
                    
                    
                    2,000
                    
                    
                    
                    1,338Net
      cash (used) by operating activities
                    
                    
                    (17,960
                    )
                    
                    
                    (280
                    )
                    
                    
                    (37,399
                    )Cash
      flows from investing activitiesPurchase
      of fixed assets
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (1,284
                    )Net
      cash (used) by investing activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (1,284
                    )Cash
      flows from financing activitiesProceeds
      from note payable
                    
                    
                    -
                    
                    
                    
                    500
                    
                    
                    
                    500Donated
      capital
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    100Issuances
      of common stock
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    41,935Net
      cash provided by financing activities
                    
                    
                    -
                    
                    
                    
                    500
                    
                    
                    
                    42,535Net
      increase (decrease) in cash
                    
                    
                    (17,960
                    )
                    
                    
                    220
                    
                    
                    
                    3,852Cash
      – beginning
                    
                    
                    21,812
                    
                    
                    
                    95
                    
                    
                    
                    -Cash
      – ending
                    
                    $
                    3,852
                    
                    
                    $
                    315
                    
                    
                    $
                    3,852Supplemental
      disclosures:Interest
      paid
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Income
      taxes paid
                    
                    $
                    30
                    
                    
                    $
                    30
                    
                    
                    $
                    90Non-cash
      transactions:Shares
      issued for executive compensation
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    5,000Number
      of shares issued for executive compensation
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    5,000,000














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





6


Excaliber
Enterprises, Ltd.


(a
Development Stage Company)


Notes to Condensed Financial Statements





Note
1 – Basis of presentation





The
interim financial statements included herein, presented in accordance with
United States generally accepted accounting principles and stated in US dollars,
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC).  Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.





These
statements reflect all adjustments, consisting of normal recurring adjustments,
which, in the opinion of management, are necessary for fair presentation of the
information contained therein.  It is suggested that these condensed
interim financial statements be read in conjunction with the financial
statements of the Company for the year ended December 31, 2008 and notes thereto
included in the Company's annual report on Form 10-K.  The Company
follows the same accounting policies in the preparation of interim
reports.





Results
of operations for the interim periods are not indicative of annual
results.





Note
2 – 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 Excaliber 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
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 ($43,880) for the period from
October 6, 2005 (inception) to March 31, 2009, 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 – 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.







7


Excaliber
Enterprises, Ltd.


(a
Development Stage Company)


Notes
to Condensed Financial Statements





Note
4 – Stockholders’ equity (continued)





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
March 31, 2009, there have been no other issuances of common stock.





Note 5 –
Warrants and options





As of
March 31, 2009, there were no warrants or options outstanding to acquire any
additional shares of common stock.





Note
6 – 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
7 – 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.





In
January 2008, the Company borrowed $500 from a relative of the officers and
directors of the Company.  The note bears no interest, is due on
demand and contains no prepayment penalty.





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.











8


Management's Discussion and Analysis of Financial Condition and
Results of Operations





Forward-Looking
Statements





This
Quarterly Report contains forward-looking statements about Excaliber
Enterprises, Ltd.’s business, financial condition and prospects that reflect
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 management’s
assumptions should prove incorrect, or if any of the risks and uncertainties
underlying such expectations should materialize, Excaliber Enterprise’s 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 our 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 Quarterly Report, words such as,  "believes,"  "expects," "intends,"
 "plans,"
 "anticipates,"
 "estimates"and
similar expressions are intended to identify forward-looking statements,
although there may be certain forward-looking statements not accompanied by such
expressions.





Management’s
Discussion and Results of Operation





We were
incorporated in the State of Nevada on October 6, 2005.  Since our
inception on October 6, 2005 to March 31, 2009, we did not generate any revenues
and have incurred various general and administrative costs related to the costs
of start-up operations and the execution of our business.  During the
three months ended March 31, 2009, total expenses were $17,189, consisting of
depreciation expense of $107, related specifically to our computer equipment,
and general and administrative costs in the amount of $17,082.  To
date, general and administrative expenses mainly consist of office expenditures,
website development expenses and accounting and legal fees.  In the
comparable three month period ended March 31, 2008, expenses were $2,250, all of
which were attributable to general and administrative expenses.  No
development related expenses have been or will be paid to our
affiliates.  Since our inception, we have incurred aggregate operating
expenses in the amount of $43,790, of which $143 is due to depreciation expense,
$5,000 in executive compensation, related specifically to the issuance of
5,000,000 shares of common stock to Stephanie Jones, an officer and director,
for services rendered and general and administrative expenses in the amount of
$38,647.  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 three months ended March 31, 2009, we recorded a provision for income taxes
of $30, related to the minimum tax payable to the State of Idaho.  In
the year ago three months ended March 31, 2008, provision for income taxes was
$30.  Since our inception to March 31, 2009, we recorded total
provisions for income taxes of $90.





As a
result of our lack of revenues and incurring ongoing expenses related to the
implementation of our business, we have experienced net losses in all periods
since our inception.  In the three month period ended March 31, 2009,
our net loss totaled $17,219, compared to a net loss of $2,280 in the prior year
three month period ended March 31, 2008.  Since our inception, we have
accumulated a deficit in the amount of $43,880.  We anticipate
incurring ongoing operating losses and cannot predict when, if at all, we may
expect these losses to plateau or narrow.  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.





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.







9


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
March 31, 2009, we had $3,852 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 and directors appear sufficient at this time.  Our officers
and directors 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.





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.





There are
no known trends, events or uncertainties that have had or that are reasonably
expected to have a material impact on our revenues from continuing
operations.




















10


Controls and Procedures





Management’s
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.





As of
March 31, 2009, 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 March
31, 2009.









11


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.





Management’s
Remediation Initiatives





In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated, or plan to initiate, the
following series of measures:





We will
create a position to segregate duties consistent with control objectives and
will increase our personnel resources and technical accounting expertise within
the accounting function when funds are available to us.  And, we plan
to appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.





Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on our
Board.





We
anticipate that these initiatives will be at least partially, if not fully,
implemented by September 30, 2009.  Additionally, we plan to test our
updated controls and remediate our deficiencies by September 30,
2009.





Changes
in internal controls over financial reporting





There was
no change in our internal controls over financial reporting that occurred during
the period covered by this report, which has materially affected, or is
reasonably likely to materially affect, our internal controls over financial
reporting.




















12


PART II – OTHER INFORMATION





Unregistered Sales of Equity Securities





On
September 22, 2006, we issued 5,000,000 shares of our common stock to Stephanie
Y. 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 is the President and a director of Excaliber Enterprises, Ltd.  The
shares bear a restrictive transfer legend.  On the basis of 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-in-law of our founding shareholder, Stephanie Jones.  The
shares were issued for total cash in the amount of $5,000.  The shares
bear a restrictive transfer legend.  At the time of the issuance, Mrs.
Nicole Jones had fair access to and was in possession of all available material
information about our company, as she is the sister-in-law of the president and
director of Excaliber Enterprises, Ltd.  The shares bear a restrictive
transfer legend.  On the basis of 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.




































13


Exhibits and Reports on Form 8-K





Exhibit
      Number
            Name
      and/or Identification of Exhibit3
            Articles
      of Incorporation & By-Laws(a)
      Articles of Incorporation *(b)
      By-Laws *31
            Rule
      13a-14(a)/15d-14(a) Certifications(a)
      Stephanie Y. Jones(b)
      Matthew L. Jones32
            Certification
      under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section
      1350)*  Incorporated
      by reference herein filed as exhibits to the Company’s Registration
      Statement on Form SB-2 previously filed with the SEC on September 11,
      2007, and subsequent amendments made
thereto.




































14


SIGNATURES





Pursuant
to the requirements of the Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





EXCALIBER
      ENTERPRISES, LTD.(Registrant)Signature
              Title
              Date/s/
      Stephanie Y. Jones
              President
      and
              May
      14, 2009Stephanie
      Y. Jones
              Chief
      Executive Officer/s/
      Matthew L. Jones
              Chief
      Financial Officer
              May
      14, 2009Matthew
      L. Jones/s/
      Matthew L. Jones
              Chief
      Accounting Officer
              May
      14, 2009Matthew
      L. Jones



































15