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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[ ]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                           For the fiscal year ended ______________

[X]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

        For the transition period from July 1, 2001 to December 31, 2001

                        Commission File Number 000-30291

                           EXCALIBUR INDUSTRIES, INC.
           (Name of small business issuer as specified in its charter)

            DELAWARE                                              65-073872
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                        18625 NORTHCHASE DRIVE, SUITE 630
                              HOUSTON, TEXAS 77060
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (281) 877-9700
       Securities registered pursuant to Section 12(b) of the Act: NONE
       Securities registered pursuant to Section 12(g) of the Act:
         COMMON STOCK, $.001 PAR VALUE
                               -------------------

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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
    -------             -------

         Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [ ]

         The issuer's revenues for the most recent fiscal year was $0.00.

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant was approximately $11,234,802 as of
July 18, 2002. Shares of common stock held by each officer and director and by
each person or group who owns 10% or more of the outstanding common stock
amounting to 9,626,899 shares have been excluded in that such persons or groups
may be deemed to be affiliates. This determination of affiliates status is not
necessarily a conclusive determination for other purposes.

         As of July 18, 2002, 14,642,436 shares of our common stock were issued
and outstanding.

         Documents Incorporated by Reference:      None.

         Transitional Small Business Disclosure Format:  No.

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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

         We are a diversified group of niche industrial companies that design,
manufacture and assemble steel components and products for counter-terrorism and
homeland security, power generation, aerospace and aviation, petrochemical and
energy industries. We seek to increase sales and growth opportunities by
creating synergies among our four subsidiaries and minimize risks by maintaining
diversified customer bases and business cycles.

         We operate through four operating subsidiaries: Excalibur Steel,
Excalibur Aerospace (which does business as Aero Weld), Excalibur Services and
Shumate Machine Works. Our operations include the following: (i) fabrication of
structural steel components; (ii) design and manufacture of aircraft training
devices used for civil aviation, military and counter-terrorism sectors; (iii)
fabrication and production of pressure vessels and heat exchangers; and (iv)
close tolerance machining of steel alloy components and product assemblies for
oil services applications.

OUR MARKET OPPORTUNITY

         The primary markets for our products are the power generation,
aerospace and defense, petrochemical and energy industries. Customers in these
industries demand high quality products, timely delivery and excellent customer
service. They also demand high levels of precision in the products they
purchase. Each industry we intend to serve has its own unique demands.

         POWER GENERATION. According to the Annual Energy Outlook of the U.S.
Department of Energy's Information Administration, 1,310 new power plants with a
total of 393 gigawatts of capacity are projected to be needed by 2020 to meet
growing demand and to offset retirements. The report also indicates that demand
for power generation internationally will increase at an even more rapid rate
than in the United States. We anticipate that this demand for additional power
plants will provide us with an opportunity to supply more steel components to
our existing power generation customers as well as to develop new customers.

         AEROSPACE AND DEFENSE. The aerospace and defense industries require
aircraft training devices in order to train commercial and military pilots and
other flight personnel. We believe that the demand for aircraft training devices
will continue, particularly as the commercial aviation industry becomes subject
to stricter federal aviation regulations and standards. Although spending by
commercial airlines for training devices has decreased in recent months, we
believe that demand for these devices will increase over the long term. We also
foresee that increased spending in the military sector will continue to provide
new opportunities for us.

         In addition, in response to the terrorist attacks of September 11,
2001, President Bush has proposed a $38 billion HomeLand Defense/Security
Budget. We believe that if the HomeLand Defense Budget is passed, it will
provide additional demand for products such as flight simulators,
counter-terrorist trainers and other anti-terrorist training devices. The
proposed HomeLand Defense Budget allocates $3.5 billion for municipalities and
local fire and police training. We believe that municipalities will use a
portion of these funds to obtain cabin trainers and other training equipment for
"first responder" training. We also believe that there has been a heightened
demand for components used to upgrade airline cockpit door security and other
anti-terrorist aviation equipment.

         ENERGY. According to the 2001 Ziff Energy Group Gas Industry Outlook,
energy producers are forecasting increases in demand for oil and gas over the
next five years. We believe that energy exploration will expand during this
period, which would create additional demand for close tolerance machining of
component parts used in drilling equipment and production facilities.

                                       2
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         PETROCHEMICAL. The Environmental Protection Agency estimates that $27
billion will be spent to bring industrial facilities into compliance with the
Clean Air Act over the next several years. Modernization, expansion and
retrofitting of existing facilities to reduce airborne emissions will require
substantial amounts of fabricated steel products. Construction of new plants
should also create significant demand for fabricated steel products.

OUR OPERATING SUBSIDIARIES

         EXCALIBUR STEEL fabricates structural steel. Excalibur Steel focuses on
manufacturing components for power generation, distribution and transmission.
Our manufacturing process includes receiving raw steel, performing a series of
steps, including cutting, bending, and drilling to specifications, and then
fitting and welding the component pieces. Our products include ducting systems
for the inlet sides of gas turbines, silencer panels for reduction of noise with
turbines and stainless steel piping used with high pressure steam. Excalibur
Steel employs approximately 65 people and its facility is approximately 90,000
square feet. Excalibur Steel's customers include J&G Steel Corporation,
Woolslayer Co., BTI, Inc., and KCI, Inc.

         EXCALIBUR AEROSPACE d.b.a. Aero Weld has specialized for 23 years in
the highly precise design, fabrication and assembly of military and civil
aircraft training equipment. These products include flight simulators,
counter-terrorist trainers, hostage rescue trainers, emergency evacuation
trainers and pilot flight training devices built to the needs of the commercial
airlines, military, defense contractors and law enforcement agencies. Excalibur
Aerospace's expertise includes close tolerance machining, specialty fabrication
and engineering design. Excalibur Aerospace has manufactured and installed a
full-scale Boeing airline cabin mock-up for the Federal Bureau of Investigation
which is now used for counter-terrorism and hostage rescue training at its
headquarters in Quantico, Virginia. Excalibur Aerospace is a leading
sub-contractor for Berkshire Hathaway's Flight Safety International, a leading
flight simulator training company. Excalibur Aerospace builds the hardware and
motion systems for flight simulation used for pilot training. Excalibur
Aerospace is a supplier to commercial airlines and airframe manufacturers such
as Airbus. Historically, we achieved sales mainly through referral marketing
without a dedicated sales force. We have added a technically trained sales force
at the Excalibur Aerospace subsidiary to appropriately market these products.
Recently, we recruited a business development manager with industry experience
for Excalibur Aerospace. Excalibur Aerospace employs approximately 55 people and
has approximately 80,000 square feet of manufacturing space. Our customers
include the FBI, Flight Safety International, Singapore Airlines, Korean
Airlines, American Airlines, Northwest Airlines, Delta Airlines and the United
States military.

         EXCALIBUR SERVICES designs, fabricates and manufactures pressure
vessels, heat exchangers and structural components for the oil, chemical,
petrochemical, power generation and pulp and paper industries. This equipment
maximizes energy conservation in the plants used in these industries while
meeting Environmental Protection Agency guidelines. The manufacture of pressure
vessels and heat exchangers involves welding to high standards of quality
control that usually requires certifications, pressure-testing and x-ray
inspection. Excalibur Services is code certified by the American Society of
Mechanical Engineers (ASME) to meet these requirements. Excalibur Services began
operations in November 2001 when we purchased selected equipment and inventory
from RedHawk Industries in Tulsa, Oklahoma. We also hired key employees for this
subsidiary and have begun a sales and marketing effort. As an ASME certified
company, Excalibur Services provides complementary services to the other
Excalibur subsidiaries which were formerly outsourced. Current customers of
Excalibur Services include BD-AirFin, Braden Manufacturing, Phillips Petroleum,
Gas Tech, Inc. and the AES Corporation.

         SHUMATE MACHINE WORKS specializes in providing close tolerance
machining of components and entire product assemblies for the energy industry.
In addition, Shumate produces complex assemblies for downhole operations under
extreme environmental conditions for oil and gas exploration. These parts
typically involve the machining of exotic alloys with high densities. Shumate
has a diverse customer base, including BHI-Inteq Enventure, a Halliburton/ Shell
joint venture, Oceaneering Intervention Engineering, Baker Hughes, Texas Oil
Tools and Canrig Drilling Technology. Shumate is a major supplier for BHI-Inteq
Enventure's proprietary down-hole casing modification equipment, which requires
precision machining of tool steel. We project demand for this equipment to grow,
and we believe that we are well positioned to increase market share in this
area. This subsidiary employs 30 people at an 18,000 square foot plant in
Magnolia, Texas, outside of Houston. Shumate's facility features exceptional
capabilities for large diameter precision machining, with 95% of all processes
being computer-numeric controlled. Shumate has also recently entered into an
agreement to purchase a 30,000 square foot facility on approximately 10.5 acres
of land in Conroe, Texas.

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STRATEGY

         Our goal is to become a leading a diversified group of niche industrial
companies with a national presence, to manufacture higher value, precision
machined steel components and to increase our position in our selected market
niches. We intend to achieve these objectives through the following strategic
efforts:

         ACCELERATING INTERNAL SALES GROWTH. A key component of our strategy is
to accelerate internal sales growth at each of our operating subsidiaries. The
following are the key elements of this internal growth strategy:

         o        ADD NEW CUSTOMERS. There are numerous potential opportunities
                  to expand our customer base in each of the industries we
                  serve. Our operating companies performed little pro-active
                  marketing before we acquired them. We are implementing
                  aggressive marketing programs that will utilize professional
                  marketing services and adopt best practices among our
                  operating companies to identify, obtain and maintain new
                  customers. In addition, we intend to increase our visibility
                  through trade shows, associations and publications.

         o        BUILD OUR SALES FORCE. We are installing a well-trained,
                  technically competent sales force that we believe will be able
                  to obtain long-term contracts from existing and new customers
                  in our core industries. Our sales force calls on current and
                  prospective customers to leverage our new combined
                  capabilities.

         o        CROSS-COMPANY CUSTOMER REFERRALS. We intend to grow our sales
                  by leveraging our relationships and approved vendor status
                  with our customers and sharing them across our companies.

         o        MARKET MORE COMPLETE SOLUTIONS. We will seek to leverage the
                  expanded capabilities of our combined operating subsidiaries
                  by bidding on and obtaining jobs that require a broader suite
                  of capabilities.

         o        EXPAND OUR PRODUCTS AND SERVICES. We believe that there are
                  significant opportunities to accelerate internal growth by
                  expanding our products and services along our core
                  competencies. For example, Excalibur Aerospace is expanding
                  its training and simulator business to other areas which may
                  include military applications as well as cranes, tractor
                  trailers and law enforcement trainers. Excalibur Steel is
                  complementing its current core busineess with higher margin
                  piping opportunities. Excalibur Services is expanding their
                  petrochemical products to add a field services unit for the
                  anticipated increase of refit work on refineries.

         IMPROVE OPERATING MARGINS. We believe that there are significant
opportunities within our operating subsidiaries to increase profitability. The
following are the key components of this strategy:

         o        PURSUE HIGHER MARGIN COMPLEMENTARY BUSINESS LINES. We seek to
                  expand the products and services that we produce for our
                  customers. Our overall goal is to develop new, complementary
                  business lines that carry higher margins and appeal to broader
                  customer bases.

         o        ROUTE PRODUCTION TO LEAST COST AREAS. The capabilities of our
                  different operating companies allow us to route production
                  components of a job to the most efficient cost center across
                  the enterprise. In addition, we will seek to distribute
                  variances in demand across our subsidiaries so that we may
                  maximize machinery use capacity while still meeting customer
                  delivery requirements.

         o        REDUCE OUTSOURCING. Our strategy to internally route
                  production to least-cost areas and maximize the combined
                  capabilities and capacity of our subsidiaries should reduce
                  the need for outsourcing of production components.

                                       4
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         o        INCREASE OPERATING EFFICIENCIES. The consolidation of our
                  operating subsidiaries under our corporate umbrella presents
                  opportunities to achieve operating efficiencies and cost
                  savings. We intend to use our increased purchasing power to
                  gain volume discounts and to develop more effective inventory
                  management systems. We expect measurable cost savings in such
                  areas as inventory control, vehicle leasing and maintenance,
                  information systems and relationships with key suppliers.
                  Moreover, we are reviewing our operating and training programs
                  at each company to identify those best practices that can be
                  successfully implemented throughout our enterprise.

         o        CONSOLIDATE DUPLICATE ADMINISTRATIVE FUNCTIONS. There are also
                  opportunities to improve operating margins by consolidating
                  where appropriate administrative functions such as financing,
                  marketing, insurance, human resources and employee benefits,
                  accounting and risk management.

         EXPANDING THROUGH STRATEGIC ACQUISITIONS. We believe that the steel
fabrication and specialty manufacturing industry is highly fragmented, with as
many as 54,000 participants, 5,800 of which operate in the states of Louisiana,
New Mexico, Oklahoma and Texas and many of which are small-scale
owner/operators. Strategically, we intend to acquire companies that offer
complementary products and services to those industries which we currently serve
as well as companies that provide access to new industries. This will enable us
to continue expanding our broad capabilities, production and value-added
products and services for our customers. Where appropriate, we will seek to
acquire companies located in markets where we currently operate to increase
utilization at existing facilities, thereby improving operating efficiencies and
more effectively using capital without a proportionate increase in
administrative costs.

SALES AND MARKETING; CUSTOMERS

         Our operating subsidiaries have developed and maintained long term
relationships with their existing customers. In addition, we intend to expand
our market presence by installing a professional sales and marketing staff. This
sales team focuses on identifying new prospective customers in the industries
which we currently service. Working closely with in-house engineering and
estimating, the sales team strives to create a value added solution driven by
the customer's needs. The combined capabilities of our subsidiaries allow us to
offer more complete solutions than those of our individual competitors. We use a
variety of methods to identify these target customers, including the utilization
of databases, direct mail and participation in manufacturers' trade shows. These
efforts supplement our operating subsidiaries' traditional sales and marketing
efforts of customer referrals and territory canvassing. Once a target customer
is identified, our salespeople assume responsibility for visiting the
appropriate person at the target, typically the purchasing manager, manager of
operations or chief engineer and explain the potential advantages of our
products and services and our commitment to service and quality.

         We focus on maintaining existing customer relationships by receiving
and soliciting individual orders and responding to inquiries by customers. We
also focus on identifying target customers and calling on them to explain our
products services. The sales force is trained and knowledgeable about the
characteristics and applications of our various products as well as our
manufacturing methods. Our high level of interaction with our customers provides
us with meaningful feedback and information about sales opportunities.

         Nearly all of our sales are on a negotiated price basis. In some cases,
sales are the result of a competitive bid process where a customer sends us and
several competitors a list of products required, and we submit a bid on each
product. Frequently, the ability to meet customer delivery schedules is a
significant aspect of winning a bid, and the combined capabilities of our
subsidiaries often allows us to out-perform other competitors.

         We have a diverse customer base of more than 51 customers. Two of these
customers, J&G Steel and Flight Safety International, have historically
represented over half of our revenues on a pro-forma combined basis. We are
diversifying this concentration, both through continuing aggregation of our
subsidiaries and within each subsidiary. We believe that our long term
relationships with many of our customers will contribute significantly to our
success.

                                       5
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COMPETITION

         We are engaged in highly fragmented and competitive industries.
Competition is based primarily on quality, service, price, timeliness and
geographic proximity. We compete with a large number of other steel fabricators
and manufacturers on a regional and local basis, many of which may have greater
financial resources than us, several of which are public companies. We also
compete to a lesser extent with producers of plastics and other materials that
may be used in place of metal in some manufactured products. We believe that we
are able to compete effectively by defining and understanding customer and
market needs, using our technology base to develop new product applications that
meet those needs, communicating and demonstrating the technical advantage of our
products and building long-term relationships with our customers. We also
believe that, because we will achieve economies of scale with our combined
operating subsidiaries, we will be able to take on larger projects that require
higher levels of complex machining without the need to invest in additional
capital equipment.

GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS

         Our operations are subject to a number of federal, state and local
regulations relating to the protection of the environment and to workplace
health and safety. In particular, our operations are subject to extensive
federal, state and local laws and regulations governing waste disposal, air and
water emissions, the handling of hazardous substances, environmental protection,
remediation, workplace exposure and other matters. Hazardous materials used in
our operations include lubricants, cleaning solvents and hydrochloric acid.

         We believe that we are in substantial compliance with all such laws and
do not currently anticipate that we will be required to expend any substantial
amounts in the foreseeable future in order to meet current environmental or
workplace health and safety requirements. However, some of the properties leased
by us are located in areas with histories of heavy industrial use.

         Although no environmental claims have been made against us and we have
not been named as a potentially responsible party by the Environmental
Protection Agency or any other party, it is possible that we could be identified
by the EPA, a state agency or one or more third parties as a potentially
responsible party under CERCLA or under analogous state laws. If so, we could
incur substantial litigation costs to prove that we are not responsible for the
environmental damage. We have obtained limited indemnities from the founders of
each of our operating subsidiaries. We believe that these indemnities will be
adequate to protect us from a material adverse effect on our financial condition
should we be found to be responsible for a share of any clean-up costs. The
limited indemnities are subject to certain deductible amounts, however, and
there can be no assurance that these limited indemnities will fully protect us.

SAFETY

         We are committed to focusing and emphasizing safety in the workplace.
We currently have a variety of safety programs in place, which include regular
weekly or monthly field safety meetings, bonuses based on an employee's or a
team's safety record and training sessions to teach proper safety work
procedures. We plan to establish "best practices" throughout all of our
operations to ensure that all employees comply with safety standards that we
establish and to ensure our full compliance with federal, state and local laws
and regulations. In addition, we intend to continue to emphasize the need for an
accident-free workplace.

RISK MANAGEMENT, INSURANCE AND LITIGATION

         The primary risks in our operations are property damage, workers'
compensation and third-party bodily injury. We maintain insurance above certain
self-insured limits for liability for bodily injury, third-party property damage
and workers' compensation, all of which we consider sufficient to insure against
these risks.

                                       6
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         We are not party to any legal proceeding other than routine litigation
incidental to the business.

EMPLOYEES

         We currently employ approximately 195 people in operations in Tulsa,
Oklahoma and Magnolia, Texas. Of the total, approximately 30 are in
administration, approximately 15 are in sales, marketing and distribution, and
approximately 150 are in fabrication, manufacturing and production. None of our
employees are represented by a labor union, and we have not entered into a
collective bargaining agreement with any union. We have not experienced any work
stoppages and consider our relations with our employees to be good.

BUSINESS DEVELOPMENT

         We incorporated on February 10, 1997 in the state of Florida. On June
10, 2002, we reincorporated under the laws of the State of Delaware from the
State of Florida pursuant to a merger with a newly formed Delaware corporation.
Under the terms of this reincorporation merger, we changed our name from "Global
Realty Management Group, Inc." to "Excalibur Industries, Inc."

         On April 8, 2002, GRMG Acquisition Corp., a Texas corporation and our
wholly-owned subsidiary, merged with and into Excalibur Holdings, Inc., a Texas
corporation. Under the terms of an agreement and plan of merger, each
outstanding share of Excalibur Holdings common stock was converted into one (1)
share of our common stock, each outstanding share of Excalibur Holdings Series A
preferred stock was converted into one (1) share of our Series A preferred
stock, each outstanding share of Excalibur Holdings Series B preferred stock was
converted into one (1) share of our Series B preferred stock, and the
outstanding shares of GRMG Acquisition Corp. were converted into one hundred
shares of Excalibur Holdings, making Excalibur Holdings our wholly-owned
subsidiary. In total, we issued 11,633,699 shares of common stock, 1,000,000
shares of Series A preferred stock and 806,000 shares of Series B preferred
stock to the Excalibur Holdings shareholders pursuant to the merger. In
connection with the merger, we issued 413,689 shares of common stock to an
affiliated party in payment of investment banking services. On May 22, 2002,
each share of our Series A and Series B preferred stock automatically converted
into one (1) share of our common stock.

ITEM 1A. CAUTIONARY STATEMENT REGARDING FUTURE RESULTS, FORWARD-LOOKING
INFORMATION AND CERTAIN IMPORTANT FACTORS

         This current report and the previous disclosure contain forward-looking
statements within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, as amended and in effect from time to
time. The words "anticipates," "expects," "intends," "plans," "believes,"
"seek," and "estimate" and similar expressions are intended to identify
forward-looking statements. These are statements that relate to future periods
and include statements regarding our future strategic, operational and financial
plans, potential acquisitions, anticipated or projected revenues, expenses and
operational growth, markets and potential customers for our products and
services, plans related to sales strategies and efforts, the anticipated
benefits of our relationships with strategic partners, growth of our
competition, our ability to compete, the adequacy of our current facilities and
our ability to obtain additional space, use of future earnings, the and feature,
benefits and performance of our current and future products and services, are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected. Factors that might cause future results to
differ materially from those projected in the forward-looking statements
include, but are not limited to, customer concentration risk, difficulties in
refinancing short term debt, difficulties in consolidating the operations of our
operating subsidiaries, difficulties in accelerating internal sales growth,
difficulties identifying and acquiring complementary businesses, restrictive
covenants in our existing credit facilities, fluctuations in metals prices,
general economic conditions in markets in which we do business, extensive
environmental and workplace regulation by federal and state agencies and other
general risks related to our common stock Readers are cautioned not to place
undue reliance on these forward-looking statements. The forward-looking
statements speak only as of the date hereof. We expressly disclaim any
obligation to publicly release the results of any revisions to these
forward-looking statements to reflect events or circumstances after the date of
this filing.

                                       7
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ITEM 2.  PROPERTIES

         Our executive offices are located in Houston, Texas and consist of
approximately 3,080 square feet of leased space. We lease this space pursuant to
a written 18 month lease expiring August 31, 2003 at the rate of $6,160 per
month. We lease over 250,000 square feet of manufacturing facilities in the
Tulsa, Oklahoma region. We lease this space pursuant to written leases with an
average term of two years at a rate totaling $25,700 per month. We lease over
18,000 square feet of manufacturing facilities in Magnolia, Texas. We lease this
space at the rate of $5,000 per month. Shumate has also recently entered into an
agreement to purchase a 30,000 square foot facility on approximately 10.5 acres
of land in Conroe, Texas.

ITEM 3.  LEGAL PROCEEDINGS

         We are not party to any legal proceeding other than routine litigation
incidental to the business.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

                                       8
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                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is traded on the OTC Bulletin Board under the symbol
"EXCB" since June 10, 2002. Before that date, our common stock is traded on the
OTC Bulletin Board under the symbol "GRMA," and before that, it traded on the
OTC Bulletin Board under the symbol "GRMG." We have applied to list our common
stock on the American Stock Exchange under the symbol "EII." The following table
shows the high and low bid prices for our common stock for each quarter since
January 1, 2000. All share prices have been adjusted to provide for both the one
for 14.758 reverse split which was effected in April, 2002 (i.e. they have been
increased 14.758 times to compare them to current prices). The following table
shows the high and low bid prices for our common stock since the inception of
trading in February 1999 as reported by the OTC Bulletin Board. We consider our
stock to be "thinly traded" and any reported sale prices may not be a true
market-based valuation of our stock. Some of the bid quotations from the OTC
Bulletin Board set forth below may reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.

2000 (OTC Bulletin Board)                     High Bid                Low Bid
------------------------------------------------------------------------------
Third quarter                                $    7.379             $    3.690
Fourth quarter                                   11.806                  5.093

2001 (OTC Bulletin Board)                     High Bid                Low Bid
------------------------------------------------------------------------------
First quarter                                $   11.806             $    5.093
Second quarter                                   11.069                  3.690
Third quarter                                     6.641                   2.95
Fourth quarter                                    4.427                  1.476

2002 (OTC Bulletin Board)                     High Bid                Low Bid
------------------------------------------------------------------------------
First quarter                                 $   3.690             $    1.623


         As of July 18, 2002, there were approximately 342 record holders of our
common stock.

         We have not paid any cash dividends since our inception and do not
contemplate paying dividends in the foreseeable future. It is anticipated that
earnings, if any, will be retained for the operation of our business.

         Shares eligible for future sale, including shares being offered
pursuant to this prospectus, could depress the price of our common stock, thus
lowering the value of your investment. Sales of substantial amounts of our
common stock, or the perception that such sales could occur, could adversely
affect prevailing market prices for shares of our common stock.

         Our revenues and operating results may fluctuate significantly from
quarter to quarter, which can lead to significant volatility in the price and
volume of our stock. In addition, stock markets have experienced extreme price
and volume volatility in recent years. This volatility has had a substantial
effect on the market prices of securities of many smaller public companies for
reasons unrelated or disproportionate to the operating performance of the
specific companies. These broad market fluctuations may adversely affect the
market price of our common stock.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

GENERAL

         We are a development stage company that, as of the end of our last
fiscal year, had not commenced revenue-producing operations since our inception
on February 10, 1997. On April 8, 2002, GRMG Acquisition Corp., a Texas
corporation and our wholly-owned subsidiary, merged with and into Excalibur
Holdings, Inc., a Texas corporation. Under the terms of an agreement and plan of
merger, each outstanding share of Excalibur Holdings common stock was converted
into one (1) share of our common stock, each outstanding share of Excalibur


                                       9
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Holdings Series A preferred stock was converted into one (1) share of our Series
A preferred stock, each outstanding share of Excalibur Holdings Series B
preferred stock was converted into one (1) share of our Series B preferred
stock, and the outstanding shares of GRMG Acquisition Corp. were converted into
one hundred shares of Excalibur Holdings, making Excalibur Holdings our
wholly-owned subsidiary. In total, we issued 11,633,699 shares of common stock,
1,000,000 shares of Series A preferred stock and 806,000 shares of Series B
preferred stock to the Excalibur Holdings shareholders pursuant to the merger.
In connection with the merger, we issued 413,689 shares of common stock to an
affiliated party in payment of investment banking services. On May 22, 2002,
each share of our Series A and Series B preferred stock automatically converted
into one (1) share of our common stock.

         In connection with the merger, all of our pre-merger officers and
directors resigned and William S.H. Stuart, Matthew C. Flemming, Dwayne C.
Lewis, W. Donald Parr, A. Earl Swift and Frank X. Marshik were appointed as our
directors. Mr. Stuart was also appointed to serve as the Chairman of our Board,
Chief Executive Officer and President. Mr. Flemming was appointed to serve as
our Executive Vice President, Chief Financial Officer, Treasurer and Secretary.
Mr. Lewis was appointed to serve as our Chief Operating Officer.

         Since the stockholders of Excalibur Holdings owned approximately 91% of
our outstanding voting shares after giving effect to the merger, and since we
were a development stage company with limited operations before the merger,
Excalibur Holdings will be deemed the acquirer for accounting purposes, and the
transaction will be reflected as a recapitalization of Excalibur Holdings. In a
recapitalization, the historical stockholders' equity of Excalibur Holdings
prior to the merger will be retroactively restated for the equivalent number of
shares received in the merger after giving effect to any difference in par value
of our stock and Excalibur Holdings' stock by an offset to capital.

         On June 10, 2002, we reincorporated under the laws of the State of
Delaware from the State of Florida pursuant to a merger with a newly formed
Delaware corporation. Under the terms of this reincorporation merger, we changed
our name from "Global Realty Management Group, Inc." to "Excalibur Industries,
Inc."

         On May 8, 2002, we entered into a credit agreement with Stillwater
National Bank, which provides us with a $2 million revolving line of credit
facility. The line of credit has a term of one year, is secured by a first
priority security interest in our accounts receivables and inventory and a
second priority security interest in our equipment. The line of credit replaces
approximately $600,000 of prior existing revolving credit facilities and
approximately $150,000 in short-term debt. We paid an up front fee of 25 basis
points ($5,000) to Stillwater National Bank in connection with the line of
credit.

         The line of credit may be utilized for general corporate purposes,
including working capital and acquisition financing. Under the line of credit,
we borrow at a rate of interest equal to the higher of (a) six percent (6%) or
(b) Stillwater's prime rate plus 100 basis points. The line of credit provides
for an advance rate of 80% of qualified receivables and 50% of qualified
inventory. The line of credit is subject to customary financial and other
covenants including, but not limited to, limitations on payment of dividends,
limitations on consolidations, mergers and sales of assets and bank approval on
acquisitions.

         On June 27, 2002, we amended the credit agreement with Stillwater
National Bank by increasing the line of credit facility to $2.5 million. We also
entered into an additional loan agreement with Stillwater National Bank, which
provides us with a $2.5 million term loan. The term loan has a term of four
years, is secured, along with the line of credit, by a first priority security
interest in our accounts receivables, inventory and equipment. The term loan is
repayable in 48 monthly installments, and it bears interest at a rate equal to
the higher of (a) six percent (6%) or (b) Stillwater's prime rate plus 100 basis
points.

         The report of our independent accountants for the period ended December
31, 2001 states that due to the absence of operating revenues and our limited
capital resources, there was doubt about our ability to continue as a going
concern. We believe that the merger with Excalibur Holdings and the debt
financings described above have sufficiently addressed the absence of operating
revenues and capital resources.

                                       10
<PAGE>

         As of the date of this report, we believe that we will be able to fund
our plan of operations over the next 12 months through cash flows generated from
operations. Although we have no commitment to do so, we may seek to raise equity
capital in the future in order to reduce our debt obligations or to finance
capital expenditures or acquisitions. We have no agreements or commitments
concerning any such capital expenditures or acquisitions at this time.

         Part of our growth strategy is to acquire companies that offer
complementary products and services to those industries which we currently serve
as well as new industries. We also intend to leverage our steel fabrication and
specialty manufacturing capabilities by acquiring leading companies that
manufacture higher-value components from processed metals. Where appropriate, we
will seek to acquire companies located in markets where we currently operate to
increase utilization at existing facilities, thereby improving operating
efficiencies and more effectively using capital without a proportionate increase
in administrative costs. We do not currently have agreements or understandings
to acquire any other companies.

                                       11
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

Report of Independent Certified Public Accountants...........................F-1

Balance Sheet as of December 31, 2001........................................F-2

Statements of Operations for the six-month periods ended
  December 31, 2001 and 2000.................................................F-3

Statements of Changes in Stockholders' Deficit from inception through
  December 31, 2001..........................................................F-4

Statements of Cash Flows for the six-months ended
  December 31, 2001 and 2000.................................................F-6

Notes to Financial Statements................................................F-8


                                       12
<PAGE>












GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2001 AND FOR THE SIX MONTH PERIOD
ENDED DECEMBER 31, 2001 AND 2000 AND FOR THE PERIOD
FEBRUARY 10, 1997 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2001


                                       13
<PAGE>


GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS
--------------------------------------------------------------------------------



                                                                         PAGE(S)

INDEPENDENT AUDITORS' REPORT                                               F-1

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001 AND FOR THE
SIX MONTHS ENDED DECEMBER 31, 2001 AND 2000 AND FOR THE PERIOD
FEBRUARY 10, 1997 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2001

Balance sheet                                                              F-2

Statements of operations                                                   F-3

Statements of changes in stockholders' deficit                            F-4-5

Statements of cash flows                                                  F-6-7

Notes to financial statements                                             F-8-12


                                       14
<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Stockholders and
Board of Directors
Global Realty Management Group, Inc.
(A Development Stage Company)
Miami, Florida


We have audited the accompanying balance sheet of Global Realty Management
Group, Inc. (a development stage company) as of December 31, 2001, and the
related statements of operations, changes in stockholders' deficit and cash
flows for the six months then ended and for the period February 10, 1997 (date
of inception) through December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

 We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

Because we were not engaged to audit the statements of operations and cash flows
for the six months ended December 31, 2000, we did not extend our auditing
procedures to enable us to express an opinion on results of operations and cash
flows for this period. Accordingly, we express no opinion on them.

In our opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of the Company
as of December 31, 2001, and the results of its operations and its cash flows
for the six months then ended and for the period February 10, 1997 (date of
inception) through December 31, 2001, in conformity with generally accepted
accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company is a development stage company. The realization of
assets and the satisfaction of its liabilities is dependent upon its ability to
meet its future financing requirements and the success of future operations.
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 this uncertainty.




Salibello & Broder LLP
New York, NY
June 26, 2002


                                      F-1
<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS
--------------------------------------------------------------------------------
                                                               DECEMBER 31, 2001
                                                               -----------------

ASSETS

CURRENT ASSETS:

     Cash                                                             $     462
                                                                      ----------

         Total current assets                                               462
                                                                      ----------

TOTAL ASSETS                                                          $     462
                                                                      ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

     Accounts payable and accrued expenses                            $  35,980
     Loan payable - related party                                           100
     Note payable - related party                                        40,000
                                                                      ----------

         Total current liabilities                                       76,080
                                                                      ----------

STOCKHOLDERS' DEFICIT:

     Common stock, par value $.001 per share;
       67,759,859 shares authorized;
       714,868 shares issued and outstanding                                715
     Additional paid-in capital                                         109,785
     Deficit accumulated during the development stage                  (186,118)
                                                                      ----------

           Total stockholders' deficit                                  (75,618)
                                                                      ----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                           $     462
                                                                      ==========

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

                                      F-2
<PAGE>
<TABLE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------------------------------
<CAPTION>

                                                              SIX MONTHS ENDED          FOR THE PERIOD
                                                                 DECEMBER 31,        FEBRUARY 10,1997 TO
                                                             2001           2000     (DATE OF INCEPTION)
                                                                         (UNAUDITED)   DECEMBER 31, 2001
                                                          ----------      ----------      ----------
<S>                                                       <C>             <C>             <C>
DEVELOPMENT STAGE REVENUES                                $       0       $       0       $       0
                                                          ----------      ----------      ----------

DEVELOPMENT STAGE EXPENSES:
       Organization cost                                          0               0             964
       General and administrative                            24,889          17,364         142,240
                                                          ----------      ----------      ----------

           Total development stage expenses                  24,889          17,364         143,204
                                                          ----------      ----------      ----------

LOSS FROM OPERATIONS                                        (24,889)        (17,364)       (143,204)
                                                          ----------      ----------      ----------

OTHER EXPENSE:
  Interest expense                                           (2,005)           (369)         (3,914)
  Loss on disposition of asset                                    0         (24,474)        (24,474)
  Loss on investment in unconsolidated subsidiary                 0          (6,026)         (6,026)
                                                          ----------      ----------      ----------

           Total other expense                               (2,005)        (30,869)        (34,414)
                                                          ----------      ----------      ----------

NET LOSS                                                  $ (26,894)      $ (48,233)      $(177,618)
                                                          ==========      ==========      ==========

LOSS PER COMMON SHARE
       Basic & diluted                                    $    (.04)      $    (.07)
                                                          ==========      ==========

Weighted-average number of common shares outstanding        714,868         714,868
                                                          ==========      ==========

             The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                F-3
<PAGE>
<TABLE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
-------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                                                       DEFICIT
                                                                                                      ACCUMULATED
                                                                                          ADDITIONAL  DURING THE
                                                                     COMMON STOCK          PAID-IN    DEVELOPMENT
                                                                  SHARES       AMOUNT      CAPITAL       STAGE          TOTAL
                                                                ----------   ----------   ----------   ----------    ----------
<S>                                                               <C>        <C>          <C>          <C>           <C>
Balance, February 10, 1997 (date of inception )                         0    $       0    $       0    $       0     $       0

Restricted common stock issued to related parties
 for consulting fees                                              643,720          644          356            0         1,000

Loss during the development stage for the period
 February 10, 1997 (date of inception) through June 30, 1997            0            0            0         (856)         (856)
                                                                ----------   ----------   ----------   ----------    ----------

Balance, June 30, 1997                                            643,720          644          356         (856)          144

Loss during the development stage for the year
 ended June 30, 1998                                                    0            0            0            0             0
                                                                ----------   ----------   ----------   ----------    ----------

Balance, June 30, 1998                                            643,720          644          356         (856)          144

Forward stock split 47,500 to 1                                         -            -        8,500       (8,500)            0

Common stock issued to third parties in private offering           33,880           34       99,966            0       100,000

Common stock issued for legal services                              3,388            3          497            0           500

Loss during development stage for the year
 ended June 30, 1999                                                    0            0            0      (35,330)      (35,330)
                                                                ----------   ----------   ----------   ----------    ----------

Balance, June 30, 1999                                            680,988          681      109,319      (44,686)       65,314

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

                                                     F-4
<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
-------------------------------------------------------------------------------------------------------------------------------

                                                                                                       DEFICIT
                                                                                                      ACCUMULATED
                                                                                          ADDITIONAL  DURING THE
                                                                     COMMON STOCK          PAID-IN    DEVELOPMENT
                                                                  SHARES       AMOUNT      CAPITAL       STAGE          TOTAL
                                                                ----------   ----------   ----------   ----------    ----------

Balance, June 30, 1999                                            680,988    $     681    $ 109,319    $ (44,686)    $  65,314

Restricted common stock issued to acquire
 I-RealtyAuction.Com, Inc.                                         33,880           34          466            0           500

Loss during the development stage for
 the year ended June 30, 2000                                           0            0            0      (45,668)      (45,668)
                                                                ----------   ----------   ----------   ----------    ----------

Balance, June 30, 2000                                            714,868          715      109,785      (90,354)       20,146

Loss during the development stage for
 the year ended June 30, 2001                                           0            0            0      (68,870)      (68,870)
                                                                ----------   ----------   ----------   ----------    ----------

Balance, June 30, 2001                                            714,868          715      109,785     (159,224)      (48,724)

Loss during the development stage for
 the six months ended December 31, 2001                                 0            0            0      (26,894)      (26,894)
                                                                ----------   ----------   ----------   ----------    ----------

Balance, December 31, 2001                                        714,868    $     715    $ 109,785    $(186,118)    $ (75,618)
                                                                ==========   ==========   ==========   ==========    ==========


                  The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                     F-5
<PAGE>
<TABLE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS
-------------------------------------------------------------------------------------------------------
<CAPTION>

                                                           SIX MONTHS ENDED           FOR THE PERIOD
                                                              DECEMBER 31,          FEBRUARY 10,1997 TO
                                                           2001            2000     (DATE OF INCEPTION)
                                                                       (UNAUDITED)   DECEMBER 31, 2001
                                                        ----------      ----------      ----------
<S>                                                     <C>             <C>             <C>
OPERATING ACTIVITIES:
 Net loss                                               $ (26,894)      $ (48,233)      $(177,618)
 Adjustments to reconcile net loss to net cash
  used by operating activities:
  Stock issued for consulting fees                              0               0           1,000
  Stock issued for legal services                               0               0             500
  Loss on disposition of asset                                  0          24,474          24,474
  Loss on investment in unconsolidated subsidiary               0           6,026           6,026
  Changes in assets and liabilities:
     (Increase) Decrease in prepaid expenses                    0           1,500               0
     Increase (Decrease) in accounts payable
       and accrued expenses                                23,555          (8,523)         35,980
                                                        ----------      ----------      ----------

      Net cash used in operating activities                (3,339)        (24,756)       (109,638)
                                                        ----------      ----------      ----------

INVESTING ACTIVITIES:
 Investment in Genesis Realty Group, Inc.                       0               0         (30,000)
                                                        ----------      ----------      ----------

      Net cash used in investing activities                     0               0         (30,000)
                                                        ----------      ----------      ----------

FINANCING ACTIVITIES:
 Proceeds from the issuance of common stock                     0               0         100,000
 Proceeds from short term borrowings-related party              0          23,500          40,000
 Proceeds from loans and advances-related party                 0               0             100
                                                        ----------      ----------      ----------

      Net cash provided by investing activities                 0          23,500         140,100
                                                        ----------      ----------      ----------

INCREASE (DECREASE) IN CASH                             $  (3,339)      $  (1,256)      $     462
                                                        ==========      ==========      ==========

CASH, BEGINNING OF PERIOD                               $   3,801       $   2,733       $       0
                                                        ==========      ==========      ==========

CASH, END OF PERIOD                                     $     462       $   1,477       $     462
                                                        ==========      ==========      ==========

             The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                F-6
<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

    For the six months ended December 31, 2001 and 2000, the Company paid
    interest of $0 and $369, respectively. For the cumulative period February
    10, 1997 (date of inception) through December 31, 2001, the Company paid
    interest of $867.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVIITES

    The Company entered into the following non-cash transactions:

    On February 27, 1997, the Company issued 643,720 shares to its founders for
    consulting services. This transaction was valued at $1,000.

    For the year ended June 30, 1999, the Company issued 3,388 shares to legal
    counsel for services rendered. This transaction was valued at $500.

    On December 2, 1999, the Company formed Genesis Realty Group, Inc. (formerly
    I-RealtyAuction.com Inc.) ("Genesis") along with another investor
    i-Incubator.com, Inc., a related party. The Company issued 33,880 shares of
    its common stock to Genesis valued at $500, and paid $30,000 for a 30%
    interest in Genesis. i-Incubator.Com, Inc. received a 70% interest in
    Genesis in exchange for services valued at $700. Genesis is a development
    stage company.

    On February 21, 2001, the Company decided to spin-off its investment in
    Genesis Realty Group, Inc. to its shareholders. Each shareholder of the
    Company received .142 of Genesis common stock for each share owned. As a
    result, the Company recognized a loss on investment of $6,026 and a loss on
    disposition of asset of $24,474.

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

                                      F-7
<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.   ORGANIZATION

     Global Realty Management Group, Inc. ("the Company") was incorporated on
     February 10, 1997 under the laws of the State of Florida. Until April 8,
     2002, the Company's objective was to position itself to take advantage of
     real estate management opportunities. The Company commenced its development
     stage operations during the fiscal year ended June 30, 1999.

     On April 8, 2002, the Company had a change in control and line of business
     (see Note 8). Since the merger with Excalibur Holdings Inc., the primary
     business changed to metal fabrication and the design, manufacture and
     assembly of steel components and products for aerospace, petrochemical and
     energy companies.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     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
     disclosures of contingent assets and liabilities as of the date of the
     financial statements. Accordingly, actual results could differ from those
     estimates.

     INCOME TAXES

     The Company utilizes Statement of Financial Standards ("SFAS") No. 109,
     "Accounting for Income Taxes", which requires the recognition of deferred
     tax assets and liabilities for the expected future tax consequences of
     events that have been included in financial statements or tax returns.
     Under this method, deferred income taxes are recognized for the tax
     consequences in future years of differences between the tax basis of assets
     and liabilities and their financial reporting amounts at the end of each
     period based on enacted tax laws and statutory tax rates applicable to the
     periods in which the differences are expected to affect taxable income.
     Valuation allowances are established when necessary to reduce deferred tax
     assets to the amount expected to be realized. The accompanying financial
     statements have no provisions for deferred tax assets or liabilities.

     INVESTMENT

     The Company acquired a 30% interest in Genesis Realty Group, Inc. (formerly
     i-RealtyAuction.com, Inc.) ("Genesis") and accounts for the investment
     under the equity method. Genesis is a development stage company that
     intends to market, auction, and provide other related real estate
     transactions through an Internet Website. On February 21, 2001, the Company
     decided to spin-off its investment in Genesis to its shareholders. Each
     shareholder of the Company received .142 of Genesis for each share owned.
     As a result, the Company recognized a loss on investment of $6,026 and a
     loss on disposition of asset of $24,474.

     NET LOSS PER SHARE

     The Company has adopted SFAS No. 128 "Earnings Per Share". Basic loss per
     share is computed by dividing the loss available to common shareholders by
     the weighted-average number of common shares outstanding. Diluted loss per
     share is computed in a manner similar to the basic loss per share, except
     that the weighted-average number of shares outstanding is increased to
     include all common shares, including those with the potential to be issued
     by virtue of warrants, options, convertible debt and other such convertible
     instruments. Diluted earnings per share contemplates a complete conversion
     to common shares of all convertible instruments only if they are dilutive
     in nature with regards to earnings per share. Since the Company has
     incurred losses for all periods, and since there are no convertible
     instruments, basic loss per share and diluted loss per share are the same.

                                      F-8
<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     SFAS No. 107 "Disclosures about Fair Value of Financial Instruments"
     requires the disclosure of the fair value of financial instruments. The
     Company's management, using available market information and other
     valuation methods, has determined the estimated fair value amounts.
     However, considerable judgment is required to interpret market data in
     developing estimates of fair value. Accordingly, the estimates presented
     herein are not necessarily indicative of the amounts the Company could
     realize in a current market exchange.

     STOCK COMPENSATION

     Stock-based compensation is recognized using the intrinsic value method
     prescribed in Accounting Principles Board ("APB") Opinion No. 25,
     Accounting for Stock Issued to Employees, and related interpretations.
     Accordingly, compensation expense for stock options is measured as the
     excess, if any, of the fair value of the Company's' stock at the date of
     the grant over the amount an employee must pay to acquire the stock and is
     amortized over the vesting period. The Company has adopted the disclosure
     provisions of SFAS No. 123, Accounting for Stock-Based Compensation, which
     requires the Company to disclose the pro forma effects on earnings and
     earnings per share as if SFAS No. 123 had been adopted.

     All transactions with other than employees, in which goods or services are
     the consideration received for the issuance of stock is accounted for based
     on the fair value of the consideration received or the fair value of the
     stock, whichever is more reliably measurable.

     RECLASSIFICATON

     Certain prior period balances have been reclassified to conform with the
     current presentation.

3.   DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS

     The Company's initial activities have been devoted to developing a business
     plan, negotiating real estate management contracts and raising capital for
     future operations and administrative functions.

     The ability of the Company to achieve its business objectives is contingent
     upon its success in raising additional capital until adequate revenues are
     realized from operations.

     The accompanying financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities in the normal course of business. As shown in the financial
     statements, development stage losses from February 10, 1997 (date of
     inception) to December 31, 2001 aggregated $177,618. The Company's cash
     flow requirements during this period have been met by contributions of
     capital and debt financing. No assurance can be given that these sources of
     financing will continue to be available. If the Company is unable to
     generate profits, or unable to obtain additional funds for its working
     capital needs, it may have to cease operations.

     The financial statements do not include any adjustments relating to the
     recoverability and classification of assets or liabilities that might be
     necessary should the Company be unable to continue as a going concern.

                                      F-9
<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


4.   INCOME TAXES

     No provisions for income taxes have been made because the Company has
     sustained cumulative losses since the commencement of operations. At
     December 31, 2001, the Company had net operating loss carryforwards
     ("NOL's") and temporary differences totaling $177,618, which will be
     available to reduce future taxable income and expense in the years up to
     2021.

     In accordance with SFAS No. 109 the Company has computed the components or
     deferred income taxes as follows.

                                                             DECEMBER 31, 2001

     Deferred tax assets                                         $ 70,159
     Valuation allowance                                          (70,159)
                                                                 ---------

     Deferred tax asset, net                                     $      -
                                                                 =========


     At December 31, 2001, a valuation allowance has been provided and
     realization of the deferred tax benefit is not likely.

     The effective tax rate varies from the U.S. Federal statutory tax rate for
     December 31, 2001, principally due to the following:

     U.S. statutory tax rate                                          34.0 %
     State and local taxes                                             5.5
     Valuation allowance                                             (39.5)
                                                                 ----------

     Effective rate                                                    0.0 %
                                                                 ==========


5.   ACCOUNTS PAYABLE & ACCRUED EXPENSES

     Accounts payable and accrued expenses at December 31, 2001 consisted of the
     following:

                                                                  DECEMBER 31,
                                                                     2001
                                                                   --------

     Accounts payable                                              $28,669
     Accrued expenses                                                4,265
     Accrued interest                                                3,046
                                                                   --------

     Total accounts payable accrued expenses                       $35,980
                                                                   ========


                                      F-10
<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

6.   STOCKHOLDERS' EQUITY

     On February 29, 1997, the Company issued 643,720 common shares to Joseph
     Spitzer and Michael D. Farkas, who are officers and directors, in
     consideration for management services valued at $1,000.

     On March 25, 1999, the Board of Directors authorized a forward stock split
     of 47,500 to 1. This transaction decreased retained earnings by $8,500 in
     order to fund the par value of the common stock.

     On March 26, 1999, the Company entered into a private offering of
     securities pursuant to Regulation D, Rule 504, promulgated by the
     Securities Act of 1933. Common stock was offered to non-accredited
     investors for cash consideration of $.20 per share. 33,880 shares were
     issued to 25 unaffiliated investors. That offering is now closed.

     In June 1999, the Company issued 3,388 shares of common stock valued at
     $500 as payment for legal services rendered.

     On December 6, 1999, the Company issued 33,880 restricted common shares in
     connection with the formation of Genesis Realty Group, Inc. (formerly
     I-RealtyAuction.com, Inc.) valued at par $500.

     In March 2002, the Company adopted amendments to the capital stock section
     of its Articles of Incorporation by changing the maximum number of shares
     authorized of common stock to 1,000,000,000 shares at a par value of $.001
     per share with no preemptive rights. In addition, the Company has the
     authority to issue 10,000,000 shares of preferred stock at a par value of
     $.001 per share.

     On April 2, 2002, the Company authorized a 1 for 14.758 reverse stock split
     of its authorized and issued common stock, with a record date of April 8,
     2002. The number of common stock shares authorized was amended from
     1,000,000,000 to 67,759,859 shares at the same par of $.001 per share. The
     financial statements have been adjusted to reflect these changes.

7.   RELATED PARTY TRANSACTIONS

     In April 1999, the Company agreed to reimburse Atlas Equity Group, Inc., a
     related party, $1,000 per month (on a month-to-month basis) for operating
     and administrative expenses. Atlas Equity Group, Inc. is owned by Michael
     D. Farkas, an officer and director of the Company. For the six months ended
     December 31, 2001 and 2000 and for the period February 10, 1997 (date of
     inception) through December 31, 2001, these expenses totaled $6,000,
     $12,000 and $33,000, respectively, which are included as general and
     administrative expense in the accompanying financial statements.

     In April 1999, the Company agreed to reimburse Allstate Realty Associates,
     a related party, $500 per month (on a month-to-month basis) for operating
     and administrative expenses. Allstate Realty Associates is owned by Joseph
     Spitzer, President and director of the Company. For the six months ended
     December 31, 2001 and 2000 and for the period February 10, 1997 (date of
     inception) through December 31, 2001, these expenses totaled $3,000, $3,000
     and $16,500, respectively, which are included as general and administrative
     expense in the accompanying financial statements.

     During the six months ended December 31, 2000, the Company issued
     promissory notes to Ostonian Securities Limited aggregating $23,500. The
     promissory notes bear interest at a rate of 8 1/4% per annum. Interest and
     principal balances are due on dates ranging from October 2001 through
     December 2001. Michael D. Farkas is an advisor to Ostonian Securities
     Limited.

                                      F-11
<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

7.   RELATED PARTY TRANSACTIONS (CONTINUED)

     On March 30, 2001, the Company issued a promissory note to Global
     Investment Holding LLC ("GIH") for $40,000. The promissory note bears
     interest of 10% per annum and was due on June 27, 2001. Michael Farkas and
     Joseph Spitzer are each 50% owner of GIH. The note was paid on April 8,
     2002 with interest of $4,120.

8.   SUBSEQUENT EVENTS

     CHANGE IN CONTROL OF THE COMPANY

     On April 8, 2002, GRMG Acquisition Corp., a Texas corporation and wholly
     owned subsidiary of the Company formed on March 22, 2002, merged with and
     into Excalibur Holdings, Inc., a Texas corporation ("Excalibur").

     Under the terms of an agreement and plan of merger, each outstanding share
     of Excalibur common stock was converted into one (1) share of the Company's
     common stock, each outstanding share of Excalibur Series A preferred stock
     was converted into one (1) share of the Company's Series A preferred stock,
     and each outstanding share of Excalibur Series B preferred stock was
     converted into one (1) share of the Company's Series B preferred stock, and
     the outstanding shares of GRMG Acquisition Corp. were converted into one
     hundred shares of Excalibur, making Excalibur a wholly owned subsidiary of
     the Company. In total, the Company issued 11,633,699 shares of common
     stock, 1,000,000 shares of Series A preferred stock, and 806,000 shares of
     Series B preferred stock to the Excalibur shareholders pursuant to the
     merger. In connection with the merger, the Company issued 413,689 shares of
     common stock to an affiliated party in payment of investment banking
     services. Each share of Series A and Series B preferred stock are
     convertible into one (1) share of the Company's common stock.

     In connection with the merger, the Company issues 25,000 shares of common
     stock to each of Michael Farkas and Joseph Spitzer as a bonus for services
     rendered. The Company also issued options to purchase an additional 100,000
     shares of common stock for $1.00 per share to each of Michael Farkas and
     Joseph Spitzer.

     Immediately before the closing of the merger, the Company designated
     1,650,000 of its undesignated preferred stock as Series A preferred stock
     and 2,400,000 of its undesignated preferred stock as Series B preferred
     stock.

     REINCORPORATION

     On June 10, 2002, the Company merged with successor Excalibur Industries,
     Inc., a Delaware corporation.

                                      F-12
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

         None.


                                       15
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Our executive officers and directors, the positions held by them, and
their ages are as follows:

<TABLE>
<CAPTION>

          NAME                     AGE                          POSITION
-----------------------         ----------         --------------------------------------------------------
<S>                                <C>             <C>
William S.H. Stuart                40              Chairman of the Board of Directors, President and
                                                   Chief Executive Officer

Matthew C. Flemming                33              Chief Financial Officer, Executive Vice President,
                                                   Treasurer, Secretary and Director

Dwayne C. Lewis                    42              Chief Operating Officer and Director

A. Earl Swift                      68              Director

Frank X. Marshik                   75              Director

W. Donald Parr                     62              Director

G. Ross Brown                      55              Vice President of Operations

David Rains                        45              Vice President of Marketing

</TABLE>

         WILLIAM S.H. STUART is the Chairman of the Board and our Chief
Executive Officer. Mr. Stuart was a co-founder of Excalibur Holdings and has
been involved with all of its acquisitions. From August 1998 to December 2000,
Mr. Stuart served as CEO of Crescent Services Corp., a Houston, Texas based
privately held wireless Internet service provider. From April 1992 to March
1998, he served as Chairman, CEO and President of WSHS Enterprises d/b/a/ PCSS,
Inc., a privately held full service network integration company located in
Houston, Texas and from June, 1995 to March, 1998 served as Chairman, CEO and
President of CyberServe, Inc. d.b.a. Bluegate Systems. In April 1998, PCSS and
Bluegate were acquired by EqualNet, a Nasdaq small cap company, where Mr. Stuart
served as Vice President from April 1998 to August 1998. Prior to that, Mr.
Stuart served as Vice President and General Manager of MultiNet, Inc., from 1990
to 1992, which was a privately held systems integration firm located in Houston,
Texas.

         MATTHEW C. FLEMMING is a Director and our Chief Financial Officer,
Treasurer, Secretary and Executive Vice-President. Mr. Flemming was a co-founder
of Excalibur Holdings and has been involved with all of its acquisitions. From
June 1999 to March 2001, he served as Chief Executive Officer of WorldByNet,
Inc. a Houston, Texas based privately held Internet start-up company. From
January 1994 to May 1999, Mr. Flemming served as Chief Executive Officer of FARO
Pharmaceuticals, Inc., a privately held specialty products company. From May
1991 to December 1993, he was a Series 7 licensed financial advisor with Eppler,
Guerin and Turner, the largest regional investment banking firm in the Southwest
at that time. Mr. Flemming received a Bachelor of Arts in Finance from the
University of Houston.

         DWAYNE C. LEWIS is a Director and our Chief Operating Officer. Mr.
Lewis was a founder, owner and the Chief Executive Officer of Excalibur Steel
since its inception in 1997. Prior to founding Excalibur Steel, Mr. Lewis was
the Chief Field Engineer at Osborn Engineering from 1993 to 1997, where he
oversaw all aspects of the design process and field implementation services. Mr.
Lewis received a Bachelor of Science in Civil Engineering from Alberta
University.

         A. EARL SWIFT is a Director. Mr. Swift is the founder of Swift Energy
Company, whose shares of common stock are traded on the New York Stock Exchange,
and he has served as the Chairman of its board of directors since its founding
in 1979. Mr. Swift also served as Swift Energy's Chief Executive Officer until
May 2001. From 1962 to 1979, Mr. Swift was employed by affiliates of American


                                       16
<PAGE>

Natural Resources Company, serving his last three years as vice president of
Exploration and Production for the Michigan-Wisconsin Pipeline Company and
American Natural Gas Production Company. From 1955 to 1961, Mr. Swift was
employed by Humble Oil Company, a predecessor of Exxon U.S.A. Mr. Swift received
a Bachelor of Science degree in petroleum engineering from the University of
Oklahoma, a Juris Doctor from South Texas College of Law and a Masters of
Business Administration from the President/Key Executive Program at Pepperdine
University.

         FRANCIS X. MARSHIK is a Director. Mr. Marshik retired in 1986 from M.W.
Kellogg, an engineering, construction and fabrication company, where he served
as its Senior Vice President of Global Business Development since 1980. From
1974 to 1980, Mr. Marshik was Commercial Vice President of M.W. Kellogg in
London, and from 1968 to 1972, he was the head of the Far East as General
Manager of Japan. From 1950 to 1966, Mr. Marshik held various positions at C.F.
Braun, an engineering company. He received a Bachelor of Science from Oregon
State University.

         W. DONALD PARR is a Director. Mr. Parr has been a financial advisor
since 1995. Since 2001, Mr. Parr has served as a financial advisor with UBS
PaineWebber, Inc., and from 1997 to 2001, with Robert W. Baird & Co., Inc. From
1991 to 1995, Mr. Parr was a principal at Parr Consulting Group, where he
advised clients on mergers and acquisitions, strategic planning and capital
markets matters. From 1987 to 1991, Mr. Parr served as chief financial officer
and a director of NTS Corp., a real estate development and management company.
From 1981 to 1987, he served as chief financial officer and a director of
General Homes Corporation, a home building company whose common stock traded on
the New York Stock Exchange at that time. Mr. Parr has been a member of the
Board of Arbitrators, NASD Regulation, Inc. since 1997. He received his Bachelor
of Science and his Masters in Business Administration from The American
University.

         G. ROSS BROWN is our Vice President of Operations. Mr. Brown has over
20 years of experience devoted to computer radio frequency networking,
factory-floor and inventory management processes, enterprise manufacturing
strategies and supply chain management. From 1976 to 2001, he was with G. Ross
Brown Companies serving as President of this Tulsa, Oklahoma based consulting
company. From 1971 to 1976 he was Executive Vice President with Prewitt
Engineering Consultants Mr. Brown received a Bachelor of Arts degree from Tokyo
Westmar University.

         DR. DAVID RAINS is our Vice President of Marketing. From 1999 to 2001,
Mr. Rains served as vice president of business development for HTE8, a Houston,
Texas based privately-held wireless Internet service provider. From 1994 to
1998, he served as Chief Operating Officer for Publishers Discount Warehouse, a
privately-held direct marketing company with over 100 employees. From 1986 to
1994, Dr. Rains served as an independent consultant, providing consulting
services for designing management information systems. From 1994 to 1996, Dr.
Rains served on the Customer Advisory Board for Sprint Communications. He
received a Doctor of Musical Arts degree from the University of Texas at Austin
and Bachelor's and Master's degrees from Baylor University, where he was a
National Merit Scholar.

SECTION 16 (a) BENEFICIAL OWNERSHIP COMPLIANCE REPORTING

         Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), requires our directors and executive officers, and persons who
own more than 10% of a registered class of the our equity securities, to file
with the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of ours. Officers, directors and
greater than 10% stockholders are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file.

         To our knowledge, based solely on a review of copies of such reports
furnished to us and written representations that no other reports were required,
we believe that during the six months end 2001 and with respect to such period,
our officers, directors and greater than 10% beneficial owners complied with all
Section 16(a) filing requirements applicable to them.

                                       17
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         CASH COMPENSATION OF EXECUTIVE OFFICERS. The following table sets forth
the cash compensation paid to the Chief Executive Officer and to all other
executive officers for services rendered during the fiscal years ended June 30,
2001, 2000 and 1999.

<TABLE>
<CAPTION>
                                         ANNUAL COMPENSATION                       LONG-TERM COMPENSATION
                         --------------------------------------------------- ----------------------------------
                                                                                               COMMON SHARES        ALL
                                                                               RESTRICTED       UNDERLYING         OTHER
                                                              OTHER ANNUAL        STOCK       OPTIONS GRANTED     COMPEN
   NAME AND POSITION       YEAR     SALARY         BONUS      COMPENSATION     AWARDS ($)       (# SHARES)        -SATION
------------------------- -------- -----------   ---------- ---------------- --------------- ------------------ ------------
<S>                        <C>       <C>            <C>            <C>             <C>             <C>              <C>
William S.H. Stuart,       2001      $    0         -0-            -0-             -0-             ------           -0-
Chairman, President and    2000      $    0         -0-            -0-             -0-                -0-           -0-
Chief Executive Officer    1999      $    0         -0-            -0-             -0-                -0-           -0-

Joseph Spitzer             2001      $   --         -0-            -0-             -0-             ------           -0-
Former Chief Executive     2000      $    0         -0-            -0-             -0-                -0-           -0-
Officer                    1999      $    0         -0-            -0-             -0-                -0-           -0-

</TABLE>
<TABLE>
<CAPTION>
                                                     OPTION/SAR GRANTS IN 2001 FISCAL YEAR
                                                                INDIVIDUAL GRANTS
                             -----------------------------------------------------------------------------------------------
                                       NUMBER OF
                                      SECURITIES
                                      UNDERLYING        % OF TOTAL OPTIONS/SARS       EXERCISE OR
                                     OPTIONS/SARS       GRANTED TO EMPLOYEES IN       BASE PRICE
              NAME                    GRANTED (#)             FISCAL YEAR               ($/SH)           EXPIRATION DATE
---------------------------- ------------------------- ------------------------ ---------------------- ---------------------
<S>                                          <C>                   <C>                    <C>                   <C>
Joseph Spitzer                               --                    --                     --                    --

</TABLE>

         Mr. Spitzer was our President and Chief Executive Officer until April
2002, at which point, Mr. Stuart became President and Chief Executive Officer.
No executive officer earned in excess of $100,000 in any of our previous fiscal
years.

         EMPLOYMENT AGREEMENTS. We have entered into employment agreements with
the Chairman of our Board of Directors, our President and Chief Executive
Officer, Mr. William S.H. Stuart, our Chief Financial Officer, Executive Vice
President, Treasurer and Secretary, Mr. Matthew C. Flemming, our Chief Operating
Officer, Mr. Dwayne C. Lewis, our Vice President of Marketing, Mr. David Rains
and our Vice President of Operations, Mr. G. Ross Brown. Pursuant to their
agreements, each executive officer is required to devote his entire business
time to our affairs, subject to certain exceptions. The following chart sets
forth the annual salary and term of each executive officer's employment
agreement:

Name                            Annual Salary            Expiration of Term
---------------------------     ---------------------    ----------------------
William S.H. Stuart             $225,000                 December 1, 2004
Matthew C. Flemming             $210,000                 December 1, 2004
Dwayne C. Lewis                 $210,000                 November 27, 2004
G. Ross Brown                   $150,000                 November 27, 2004
David Rains                     $120,000                 December 1, 2004

Each executive officer is also entitled to receive potential discretionary
bonuses, reimbursement of expenses, vacation and health and other benefits. All
of the employment agreements of these executive officers are subject to
automatic three month extensions unless either party chooses not to renew.

         COMPENSATION OF DIRECTORS. All directors receive reimbursement for
reasonable out-of-pocket expenses in attending board of directors meetings and
for promoting our business. From time to time we may engage certain members of
the board of directors to perform services on our behalf. In such cases, we
compensate the members for their services at rates no more favorable than could
be obtained from unaffiliated parties.

                                       18
<PAGE>

STOCK OPTION PLAN

         In 2002, we adopted a Stock Option Plan permitting us to grant options
to employees, directors, consultants and independent contractors. The purpose of
the plan is to allow us to attract and retain such persons and to compensate
them in a way that links their financial interests with the interests of our
stockholders. Awards under the plan may take the form of incentive stock options
or non-qualified stock options. A total of 2,000,000 shares may be issued
pursuant to the plan. As of the date of this prospectus, we had granted options
to purchase approximately 1,865,000 shares of our common stock.

         Our stock option plan is administered by a compensation committee
appointed by our board of directors. The committee has, subject to specified
limitations, full authority to grant options and establish the terms and
conditions of vesting and exercise. The exercise price of incentive stock
options granted under the plan is required to be no less than the fair market
value of our common stock on the date of grant (110% in the case of a greater
than 10% stockholder).

         The committee may grant options for terms of up to 10 years, or 5 years
in the case of incentive stock options granted to greater than 10% stockholders.
No optionee may be granted incentive stock options such that the fair market
value of the options which first become exercisable in any one calendar year
exceeds $100,000. If an optionee ceases to be employed by us or ceases to have a
relationship with us, his or her options will expire one year after termination
by reason of death or permanent disability, thirty days after termination for
cause and three months after termination for any other reason.

       Subject to the foregoing, the committee has broad discretion to set the
terms and conditions applicable to options granted under the plan. The committee
may discontinue or suspend option grants under the plan, or amend or terminate
the plan entirely, at any time. With the consent of an optionee, the committee
may also make such modification of the terms and conditions of such optionee's
option as the committee shall deem advisable. However, the committee has no
authority to make any amendment or modification to the plan or any outstanding
option which would do any of the following:

         o        increase the maximum number of shares which may be purchased
                  pursuant to options granted under the stock option plan,
                  either in the aggregate or by an optionee, except in
                  connection with certain antidilution adjustments;
         o        change the designation of the class of employees eligible to
                  receive qualified options;
         o        extend the term of the stock option plan or the maximum option
                  period thereunder;
         o        decrease the minimum qualified option price or permit
                  reductions of the price at which shares may be purchased for
                  qualified options granted under the stock option plan, except
                  in connection with certain antidilution adjustments; or
         o        cause qualified stock options issued under the stock option
                  plan to fail to meet the requirements of incentive stock
                  options under Section 422 of the Internal Revenue Code.

         Any such amendment or modification shall be effective immediately,
subject to stockholder approval thereof within 12 months before or after the
effective date. No option may be granted during any suspension or after
termination of the plan.

LIMITATION OF LIABILITY OF DIRECTORS AND INDEMNIFICATION OF DIRECTORS AND
OFFICERS

         As permitted by Section 145 of the Delaware General Corporation Law,
our certificate of incorporation includes a provision that eliminates the
personal liability of our directors for monetary damages for breach or alleged
breach of their fiduciary duty as directors to the fullest extent permitted by
the Delaware General Corporation Law. In addition, as permitted by Section 145
of the Delaware General Corporation Law, our bylaws provide that we may, in our
discretion, (i) indemnify our directors, officers, employees and agents and
persons serving in such capacities in other business enterprises at our request,
to the fullest extent permitted by Delaware law, and (ii) advance expenses, as
incurred, to our directors and officers in connection with defending a
proceeding.

                                       19
<PAGE>

         We may enter into indemnification agreements with each of our directors
and officers that provide the maximum indemnity allowed to directors and
officers by Section 145 of the Delaware General Corporation Law and the bylaws
as well as certain additional procedural protections.

         The indemnification provisions in the bylaws and the indemnification
agreements which we may enter into with our directors and officers may be
sufficiently broad to permit indemnification of our directors and officers for
liabilities arising under the Securities Act. However, we are aware that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.


                                       20
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information regarding the
beneficial ownership of our common stock as of the date of this prospectus by
the following persons:

         o        each person who is known to be the beneficial owner of more
                  than five percent (5%) of our issued and outstanding shares of
                  common stock;

         o        each of our directors and executive officers; and

         o        all of our directors and executive officers as a group.

<TABLE>
<CAPTION>
                                                       NUMBER OF SHARES
                NAME AND ADDRESS                      BENEFICIALLY OWNED        PERCENTAGE OWNED
                ----------------                      ------------------        ----------------
<S>                                                    <C>                         <C>
William S.H. Stuart (1) .....................                  0 (2)                   0%
Matthew C. Flemming (1)......................              1,600,000               10.93%
Dwayne C. Lewis (1)..........................          1,500,000 (3)               10.24%
W. Donald Parr...............................             75,200 (4)                0.51%
A. Earl Swift................................          1,466,668 (5)                9.89%
Frank X. Marshik ............................            409,965 (6)                2.79%
G. Ross Brown (1) ...........................            140,000 (7)                0.96%
David Rains (1)..............................            100,000 (8)                0.68%
The Robert and Mary Stuart Irrevocable Trust.          2,195,000 (9)               14.99%
CDLDSL LTD...................................         1,500,000 (10)               10.24%
TW Consulting, Inc...........................         1,000,000 (11)                6.84%
Seneca Capital, L.P.                                  2,330,000 (12)
Seneca Capital International, Ltd............                   (13)               15.16%

All directors and officers as a group........              5,291,833               35.04%

</TABLE>

(1)      The address is 18625 Northchase Drive, Suite 630, Houston, Texas 77060

(2)      William S.H. Stuart one of several beneficiaries under the Robert and
         Mary Stuart Irrevocable Trust, the record holder of these shares, but
         he is not deemed to be a beneficial owner of these shares under the
         rules and regulations of the SEC, as he has no investment or voting
         power over the shares.

(3)      Includes 1,500,000 shares held by CDLDSL Ltd, a Nevada limited
         liability company of which Mr. Lewis is a member.

(4)      Includes 75,000 shares underlying presently exercisable options. Mr.
         Parr's address is 3530 Travis Street, #414, Dallas, Texas 75204.

(5)      Includes 183,334 shares underlying presently exercisable warrants. Mr.
         Swift's address is 2715 S. Southern Oaks, Houston, Texas 77068.

(6)      Includes 50,000 shares held by Mr. Marshik's spouse and 61,600 shares
         underlying presently exercisable warrants. Mr. Marshik's address is
         5110 San Felipe #127W, Houston, Texas 77056.

(7)      Includes 40,000 shares underlying presently exercisable options.

(8)      Includes 100,000 shares underlying presently exercisable options.

                                       21
<PAGE>

(9)      The Trust's address is 302 Walnut Street, Bridgeville, Delaware 19933.

(10)     CDLDSL's address is 115 Ridge Street, Reno, Nevada 89501.

(11)     The address of TW Consulting is 405 North Redbud Avenue, Broken Arrow,
         Oklahoma 74012.

(12)     The address of Seneca Capital, L.P. is 527 Madison Avenue, 11th Floor,
         New York, NY 10022, and the address of Seneca Capital International,
         Ltd. is c/o Consolidated Fund Management (BVI) Limited, PO Box HM 2257,
         Par La Ville Place, 14 Par La Ville Road, Hamilton HMJX, Bermuda.

(13)     Seneca Capital, L.P. beneficially owns 740,334 shares, which includes
         233,667 shares underlying presently exercisable warrants. Seneca
         Capital International, Ltd. beneficially owns 1,589,666 shares, which
         includes 496,333 shares underlying presently exercisable warrants. We
         believe that Seneca Capital, L.P. and Seneca Capital International,
         Ltd. constitute a "group" which beneficially owns these shares.

         Beneficial ownership is determined in accordance with the rules and
regulations of the SEC. The number of shares and the percentage beneficially
owned by each individual listed above include shares that are subject to options
held by that individual that are immediately exercisable or exercisable within
60 days from the date of this prospectus and the number of shares and the
percentage beneficially owned by all officers and directors as a group includes
shares subject to options held by all officers and directors as a group that are
immediately exercisable or exercisable within 60 days from the date of this
prospectus.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On April 8, 2002, GRMG Acquisition Corp., a Texas corporation and our
wholly-owned subsidiary, merged with and into Excalibur Holdings, Inc., a Texas
corporation. Under the terms of an agreement and plan of merger, each
outstanding share of Excalibur Holdings common stock was converted into one (1)
share of our common stock, each outstanding share of Excalibur Holdings Series A
preferred stock was converted into one (1) share of our Series A preferred
stock, each outstanding share of Excalibur Holdings Series B preferred stock was
converted into one (1) share of our Series B preferred stock, and the
outstanding shares of GRMG Acquisition Corp. were converted into one hundred
shares of Excalibur Holdings, making Excalibur Holdings our wholly-owned
subsidiary. In total, we issued 11,633,699 shares of common stock, 1,000,000
shares of Series A preferred stock and 806,000 shares of Series B preferred
stock to the Excalibur Holdings shareholders pursuant to the merger. On May 22,
2002, each share of our Series A and Series B preferred stock automatically
converted into one (1) share of our common stock.

         In connection with the merger, we issued all of the shares of common
stock currently held by our directors, our executive officers and each person
who we know to be the beneficial owner of more than five percent (5%) of our
issued and outstanding shares of common stock, except for 200 shares of our
common stock held by W. Donald Parr, one of our directors. In addition, we
issued, in connection with the merger, 413,689 shares of common stock to Atlas
Capital Services, LLC, an investment banking firm who is indirectly controlled
by Michael D. Farkas, our former Executive Vice President, Chief Financial
Officer, Treasurer and Secretary.

         Immediately before the merger with Excalibur Holdings, we issued 25,000
shares of common stock to each of Michael D. Farkas and Joseph Spitzer, our
former President and Chief Executive Officer, as a bonus for services rendered.
We also issued options to purchase an additional 100,000 shares of common stock
for $1.00 per share to each of Mr. Farkas and Mr. Spitzer.

         On June 27, 2002, in connection with the consummation of our loan
agreements with Stillwater National Bank, we entered into a master agreement
with TW Consulting, Inc., which holds 1,000,000 shares of our common stock, and
its sole shareholder, Tommy Worth, and from whom we purchased the business of
our Excalibur Aerospace d.b.a. Aeroweld subsidiary. Under the terms of this
master agreement, we paid off certain outstanding promissory notes held by TW
Consulting and restructured other outstanding promissory notes held by TW
Consulting, including subordinating its security interest in our equipment to
Stillwater National Bank . As a result, TW Consulting now holds three promissory


                                       22
<PAGE>

notes totaling approximately $2.86 million. We also restructured the terms of
our lease with TW Consulting for the location of our Excalibur Aerospace d.b.a.
Aeroweld subsidiary to reduce our monthly lease payment from $11,000 per month
to $8,000 per month. In addition, we have restructured our consulting agreement
with Tommy Worth, the sole shareholder of TW Consulting, Inc., pursuant to which
the consulting fees payable to Mr. Worth shall be revised from a flat monthly
fee of $41,667 to a fee which is calculated based on the revenues of Excalibur
Aerospace d.b.a. Aeroweld. The term of the consulting agreement was extended for
five years.

         We have borrowed funds from A. Earl Swift, a director, and we currently
owe approximately $36,000 on that note. The note is payable over 36 months in
monthly installments of principal and interest.

         We believe that the foregoing transactions were in our best interests.
Consistent with Section 144 of the Delaware General Corporation Law and the
rules of the American Stock Exchange, it is our current policy that all
transactions between us and our officers, directors and their affiliates will be
entered into only if such transactions are approved by a majority of the
disinterested directors, are approved by vote of the stockholders, or are fair
to us as a corporation as of the time it is us at is authorized, approved or
ratified by the board. We will conduct an appropriate review of all related
party transactions on an ongoing basis, and, where appropriate, we will utilize
our audit committee for the review of potential conflicts of interest.

                                       23
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits.
         ---------

Exhibit No.                Description
-----------                -----------

2.1*               Agreement and Plan of Merger by and among Global Realty
                   Management Group, Inc., GRMG Acquisition Corporation,
                   Excalibur Holdings, Inc., and Michael D. Farkas

2.2*               Agreement and Plan of Merger by and among Excalibur Steel,
                   Inc., Dwayne Lewis, Debra Lewis, Excalibur Holdings, Inc.,
                   William S.H. Stuart, and Matthew C. Flemming

2.3*               Asset Purchase Agreement dated as of November 23, 2001 by and
                   between Excalibur Aerospace, Inc. and Aeroweld, Inc., as
                   amended by the First Amendment to Asset Purchase Agreement
                   made as of December 30, 2001. Industries, LLC.

2.4*               Agreement and Plan of Merger by and among Shumate Machine
                   Works, Inc., Larry C. Shumate, Russ Clark, Excalibur
                   Holdings, Inc., and Excalmergeco, Inc..

2.5*               Asset Purchase Agreement dated as of November 20, 2001 by and
                   between Excalibur Services, Inc. and Redhawk Industries, LLC.

3.1*               Certificate of Incorporation of Excalibur Industries, Inc.

3.2*               Bylaws of Excalibur Industries, Inc.

4.1*               Specimen Certificate of Excalibur Industries, Inc.'s common
                   stock

4.2*               Form of common stock purchase warrant

10.1*              Series A Preferred Stock and Warrant Purchase Agreement by
                   and among Excalibur Holdings, Inc., Seneca Capital, L.P, and
                   Seneca Capital International, Ltd.

10.2*              Registration Rights Agreement by and among Excalibur
                   Holdings, Inc., Seneca Capital, L.P, and Seneca Capital
                   International, Ltd.

10.3*              Series B Preferred Stock and Warrant Purchase Agreement by
                   and among Excalibur Holdings, Inc., Seneca Capital, L.P,
                   Seneca Capital International, Ltd., and other Investors

10.4*              Registration Rights Agreement by and among Excalibur
                   Holdings, Inc., Seneca Capital, L.P, Seneca Capital
                   International, Ltd., and other Investors

10.5*              Investment Banking/Advisory Agreement between Atlas Capital
                   Services, LLC and Excalibur Holdings, Inc. (assumed by Global
                   Realty Management Group, Inc.)

10.6*              Loan Agreement between Stillwater National Bank and Trust
                   Company of Stillwater and Excalibur Holdings, Inc.

                                       24
<PAGE>

10.7*              Employment Agreement between Excalibur Holdings, Inc. and
                   William S.H. Stuart

10.8*              Employment Agreement between Excalibur Holdings, Inc. and
                   Matthew C. Flemming

10.9*              Employment Agreement between Excalibur Holdings, Inc. and
                   Dwayne Lewis

10.10*             Employment Agreement between Excalibur Holdings, Inc. and
                   David Rains

10.11*             Employment Agreement between Excalibur Holdings, Inc. and G.
                   Ross Brown

10.12*             Consulting Agreement by and between Tommy Worth and Excalibur
                   Aerospace, Inc.

10.13*             2001 Stock Option Plan of Excalibur Holdings, Inc.

10.14*             Bonus Stock Issuance and Option Agreement by and between
                   Global Realty Management Group, Inc. and Joseph Spitzer

10.15*             Bonus Stock Issuance and Option Agreement by and between
                   Global Realty Management Group, Inc. and Michael Farkas

10.16*             Sublease between Hitachi Electronic Devices (USA), Inc, and
                   Excalibur Holdings, Inc., and Aeroweld

10.17*             Real Estate Lease and Option Agreement by and between RedHawk
                   Industries, LLC and Excalibur Services, Inc.

10.18*             Real Estate Lease and Option Agreement by and between Larry
                   C. Shumate and ExcalMergeCo., Inc.

10.19*             Lease Agreement between Excalibur Steel, Inc. and Sand
                   Springs Home

10.20*             Form of Lease Agreement between Shumate Machine Works and
                   Associates Leasing, Inc

10.21*             Form of Lease Agreement between Shumate Machine Works and
                   Wells Fargo Equipment Finance

10.22*             Form of Lease Agreement between Shumate Machine Works and
                   Wells Fargo Equipment Finance

10.23*             Form of Lease Agreement between Shumate Machine Works and CNC
                   Associates

21.1*              Subsidiaries of Excalibur Industries, Inc.

------------------

*        To be filed as an exhibit to an amendment to Excalibur's Registration
         Statement on Form SB-2 dated May 23, 2002 (File No. 333-88974),
         incorporated herein by reference.


(b) The Registrant filed no reports on Form 8-K during the six-month period
ended December 31, 2001.


                                       24
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                       EXCALIBUR INDUSTRIES, INC.


                                       By: /S/ William S.H. Stuart
                                           -------------------------------------
                                           William S.H. Stuart, Chairman,
                                           President and Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated.


Signatures                          Title                                   Date
--------------------------------------------------------------------------------


/s/ William S.H. Stuart    Chairman of the Board, President,       July 23, 2002
-----------------------    Chief Executive Officer
William S.H. Stuart


/s/ Matthew C. Flemming    Executive Vice President, Chief         July 23, 2002
-----------------------    Financial Officer, Treasurer,
Matthew C. Flemming        Secretary, and Director



/s/ Dwayne C. Lewis        Chief Operating Officer and Director    July 23, 2002
-----------------------
Dwayne C. Lewis


/s/ W. Donald Parr         Director                                July 23, 2002
-----------------------
W. Donald Parr


                                       25