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SEC Filing Summary: Excaliber Enterprises, Ltd. (10-K)

Business Context and Reporting Period

This Form 10-K covers the fiscal year ended December 31, 2009, for Excaliber Enterprises, Ltd., a Nevada corporation. The company is classified as a development stage entity and a shell company. Its stated business purpose is to market and sell specialty gift baskets to real estate and health care professionals via an internet storefront (www.ExcaliberStore.com). As of the filing date, the company has not generated any revenue, has no saleable inventory, has not identified suppliers, and has not commenced merchandising operations. The company is operated by two part-time officers, Stephanie Jones (President) and Matthew Jones (Secretary/Treasurer), who are husband and wife.

Key Financial Metrics

Debt and Liquidity: The company holds a $20,000 revolving line of credit (undrawn as of year-end) and owes $1,000 in accounts payable and a $500 related-party note. Cash on hand ($556) is insufficient to fund operations for the next 12 months.

Material Changes vs. Prior Period

• Operating Expenses: Increased by approximately 34% from $16,386 in 2008 to $21,968 in 2009. This increase was driven primarily by higher professional fees ($16,345 in 2009 vs. $12,208 in 2008) and accounting fees ($5,000 in 2009 vs. $4,000 in 2008).
• Liquidity Position: Cash reserves declined significantly from $21,812 in 2008 to $556 in 2009 due to operating losses and a decrease in accounts payable.
• Equity Status: The company moved from positive stockholders' equity ($20,374) in 2008 to a deficit ($(124)) in 2009 due to the accumulated net loss.
• Capital Infusion: In 2009, the company received $1,500 in donated capital from an officer/director, recorded as additional paid-in capital.

Outlook, Risks, and Management Commentary

Going Concern: Independent auditors have expressed substantial doubt about the company's ability to continue as a going concern. The company has no revenue and relies on additional financing to survive.

Plan of Operation: Management intends to use the secured $20,000 line of credit to:

• Redesign the website to include e-commerce functionality (budgeted up to $6,000).
• Launch web advertising campaigns (budgeted up to $10,000).
• Produce direct sales materials (budgeted up to $2,000).

Risks and Contingencies:

• Management Concentration: Operations depend entirely on two part-time officers with no public company experience. Stephanie Jones owns 98% of the outstanding stock.
• Internal Controls: Management identified material weaknesses in internal controls, specifically the lack of a functioning audit committee and a lack of independent directors.
• Marketability: The stock is classified as a "penny stock," subject to trading restrictions that may limit investor liquidity.
• Competition: The gift basket market is highly competitive with established national chains; the company has no competitive advantage or customer base.

Investor Verification Checklist

• Revenue Reality: Verify if the company has generated any actual sales since the filing date, as it has had zero revenue since inception in 2005.
• Capital Adequacy: Confirm whether the company has drawn on its $20,000 line of credit or secured new equity financing to cover the $1,500 in liabilities and ongoing operating costs.
• Website Status: Check if www.ExcaliberStore.com has been upgraded to a functional e-commerce platform as planned.
• Management Diligence: Assess if the part-time officers have the capacity to execute the business plan given their other employment commitments.
• Stock Ownership: Note that 98% of shares are held by the President, creating significant control concentration and potential conflict of interest.