SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K

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

For the fiscal year ended May 31, 2007            Commission file Number 1-7602

                              EXCALIBUR INDUSTRIES
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             UTAH                                          87-0292122
---------------------------------                     ----------------------
   State or other jurisdiction                             IRS Employer
of incorporation or organization:                     Identification Number:


     Address of principal executive offices:  Post Office Box 3551
                                              Duluth, Minnesota 55803

     Registrant's telephone number:           (218) 724-4711

     E-Mail Address:                          mhubert1@msn.com

Securities registered pursuant to Section 12 (b) of the Act:

    Title of Each Class                                  Name of each exchange
  Common stock (Par value                                 on which registered
  -----------------------                                 -------------------
       $.01 per share)                                           None

Securities registered pursuant to Section 12 (g) of the Act:     None

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

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock, as of a specified date within 60 days prior to the date of filing.  As of
May 31, 2007, no bid or asked prices are available.

Indicate the number of shares outstanding of each of the registrant's classes of
common  stock,  as of the  latest  practicable  date.  As of May 31,  2007,  the
registrant  had total  outstanding  shares of 5,987,261,  $0.01 par value common
stock.

                                     Page 1

<PAGE>

Securities and Exchange Commission - Form 10K
Excalibur Industries - May 31, 2007
Page 2

ITEM 1 - BUSINESS
-----------------

Excalibur  Industries is a Utah corporation formed by the consolidation of Tower
Enterprises  (formerly  Moab Uranium  Company) and The Thrifty Helper on June 1,
1971. In January  1972,  Excalibur  purchased all of the issued and  outstanding
shares of capital  stock of Mountain  West Mines,  Inc.,  a Nevada  corporation,
which is now a wholly owned subsidiary of Excalibur.

Excalibur  Industries  is a natural  resources  business  enterprise,  primarily
involved in uranium  mining.  The domestic  uranium  fuels-sector of the nuclear
power  industry has been crippled  since the  Three-Mile  Island  incident which
resulted in the public's loss of faith.  Throughout these 31 years Excalibur has
maintained ownership of several ISL uranium deposits in the Powder River Uranium
District,  in the firm belief that the nuclear  power  component  of the world's
electrical needs would expand.

Excalibur's  uranium  position  in  Powder  River  Basin is  maintained  through
contracts and sole  ownership.  Uranium  production has been and is occurring on
properties  covered by  contract  and royalty  payments  due have not been paid.
Litigation to establish  Excalibur's  contractual rights was filed in the United
States District Court for the District of Wyoming on April 20, 2004. On July 13,
2005, The 10th United States District Court ruled against MWM position and fined
MWM  $510,000.00.  On November  22,  2006,  The United  States  Court of Appeals
affirmed the verdict and returned  for hearing the  $510,000.00  judgment to the
10th  U. S.  District  Court.  On May 8,  2007,  the  $510,000.00  judgment  was
dismissed with $3,464.00 in court costs.

                                 URANIUM REPORT

POWDER RIVER BASIN-WYOMING - HISTORY
------------------------------------

A.   Mountain West Mines, Inc.
     -------------------------
     Beginning in 1965,  Mountain West Mines Inc., a private corporation founded
     by Claude E. Nugent,  Robert H. Ruggeri and Joseph P. Hubert,  operated the
     underground  Betty Mine and the open pit Glade Mine in the Elk Ridge,  Utah
     uranium  district,  each  operation  ending  upon the  completion  of their
     respective AEC contracts.

     During the dormant years of the domestic  uranium  industry,  MWM continued
     full-time  uranium  exploration.  In 1966,  Mountain  West Mines  began its
     successful  geologic  exploration  of the  Powder  River,  Wyoming  Uranium
     District.  A large scale mineral property program was begun, along with the
     beginning of the district reconnaissance drill hole fence project.

     In 1967, the Nuclear Power Industry  revived  interest in uranium fuels and
     the Powder River Basin began to attract major corporate  attention.  MWM in
     order  to  maintain   viability  was  forced  to  seek  outside   financial
     assistance.

B.   The Cleveland-Cliffs Iron Company
     ---------------------------------
     Excalibur  (Mountain  West Mines Inc.) entered into an Option and Agreement
     dated May 17, 1967, an Addendum  dated August 29, 1967,  an Addendum  dated
     August 31, 1968,  and a Deed and Agreement  dated October 20, 1976 with the
     Cleveland-Cliffs Iron Company.

     Excalibur  (MWM)  retained  a 4%  yellow  cake  royalty  on all  production
     resulting from the  operations of the  Cleveland-Cliffs  Iron Company,  its
     assigns  and/or its Successor in Interest  within an Area of Interest (AMI)
     defined as Townships 33 through 50 North of Ranges 69 through 79 West,  6th
     principal meridian.

     The  Collins  Draw ISL pilot  program  produced a minor  royalty  credit to
     Excalibur.

<PAGE>


Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 3

POWDER RIVER BASIN - WYOMING (Continued)
----------------------------------------

     In 1986,  failing the contractual  obligation of furnishing  Excalibur with
     prior written notification,  the Cleveland-Cliffs Iron Company assigned its
     operating  rights  to the Ruby  ranch  project  subject  to the  terms  and
     conditions of MWM/Cliffs  agreements to Magnox Electric plc (UK) subsidiary
     Central Electricity  Generating Board Exploration  (America) (CEGB). Cliffs
     retained   reimbursement   responsibility  for  Area  of  Interest  royalty
     obligation  to Excalibur  payable by its  Successor in Interest  within the
     Area of Interest,  less subject lands. In the event of project  abandonment
     by CEGB (et al), properties must be reassigned to Cliffs.

     In 1987,  failing the contractual  obligation of furnishing  Excalibur with
     prior written notification,  the Cleveland-Cliffs Iron Company assigned its
     operating  rights to the Greasewood  Creek and North Butte projects subject
     to the terms and  conditions  of the MWM and Cliffs  agreements  to Uranerz
     USA, Inc. (Germany). Cliffs retained reimbursement  responsibility for Area
     of Interest  royalty  obligations to Excalibur  payable by its Successor in
     Interest  within the Area of Interest less subject  lands.  In the event of
     project  abandonment by Uranerz,  properties  must be reassigned to Cliffs.
     Failing the  contractual  obligation  of  furnishing  Excalibur  with prior
     written  notification,  Cliffs sold  Excalibur's  advance royalty credit of
     some $1,319,287 to Uranerz.

C.   Cameco Corporation, (Canada), (Power Resources Inc., a member of the Cameco
     Group of Companies)

     Cameco  Corporation  contends it is the world's largest producer of uranium
     and the  largest  supplier of combined  uranium  and  conversion  services.
     Through  a  series  of  transactions,  Cameco  with  its  subsidiary  Power
     Resources Inc.,  purports to have acquired the Powder River Basin operating
     assets of CEGB and  Uranerz/Cogema.  Excalibur  has never  received  proper
     documentation  of either  acquisition  and  contract  terms  render MWM not
     "chargeable".

     In July 2002, Cameco  Corporation (PRI) purchased the operating Smith Ranch
     ISL property  which is producing  yearly two million pounds plus. The Smith
     Ranch is not subject to the MWM/Cliffs agreements via court verdict.

     The following projects were subject to Area of Interest royalty obligations
     are listed in the  Cameco  Corporation  2005  Annual  Information  Form (in
     thousands): Court verdict eliminated deposits shown in parentheses.
<TABLE>
<CAPTION>

                                 Reserves                                   Resources
                          ----------------------         -----------------------------------------------
                           Proven      Probable            Measured         Indicated          Inferred
                          ----------  ----------          ---------         ---------         ----------
<S>                <C>        <C>      <C>                  <C>               <C>              <C>
     Ruby Ranch    2005      -0-       5,500,000            600,000           100,000          200,000
                   2002   3,089,000    1,706,000            862,000           581,000             -0-

     Smith Ranch   2005  (2,800,000)  (8,300,000)          (100,000)       (5,000,000)         (900,000)
                   2002  (6,681,000) (13,711,000)        (1,264,000)         (133,000)       (4,295,000)

     North Butte/Brown
                  2005          -0-    8,500,000          1,900,000         6,300,000         1,000,000
                  2002     8,415,000   9,659,000          5,611,000         1,367,000         1,367,000

     Ruth         2005        (-0-)   (1,700,000)          (200,000)         (200,000)         (400,000)
                  2002        (-0-)       (-0-)              (-0-)         (2,065,000)           (-0-)
</TABLE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 4

POWDER RIVER BASIN - WYOMING (Continued)
<TABLE>
<CAPTION>

                                      Reserves                                      Resources
                             -----------------------------          --------------------------------------------
                               Proven            Probable           Measured        Indicated          Inferred
<S>                   <C>        <C>                  <C>           <C>              <C>               <C>
     Reynolds Ranch   2005      -0-                  -0-            4,500,000        7,000,000         4,900,000
                      2002      -0-                  -0-            2,654,000        7,791,000         7,442,000

     Northwest Unit   2005      -0-                  -0-               -0-           2,300,000           500,000
                      2002      -0-                  -0-               -0-           2,360,000         1,093,000

     Highland         2005    1,800,000          2,700,000          1,700,000          100,000         2,000,000
                      2002    2,970,000          5,059,000          2,212,000        2,972,000         1,977,000

                      2005    4,600,000         26,700,000          9,000,000       21,000,000         9,900,000
                      2002   21,155,000         30,135,000         12,603,000       17,269,000        16,174,000


Reserves lost due to court verdict:  (Poundage 2002 as of Cameco Annual Form to Stockholders.)
                                     ---------------------------------------------------------

                                      Reserves                                      Resources
                             -----------------------------          --------------------------------------------
                               Proven            Probable           Measured        Indicated          Inferred

     Start 2002 -            21,155,000         30,135,000         12,603,000       17,260,000        16,740,000
     Retained 2007 -         11,504,000         11,365,000          6,473,000        1,948,000         1,367,000
</TABLE>

All categories 2002 Poundage is still subject to MWM/Cliffs  Agreement  royalty.
32,657,000 ISL is not included in the Greasewood Heap leach Poundage  3,400,000.
Court  verdict  took some  65,000,000  pounds or  $7,000,000,000.00  subject  to
royalties.

Please  Note:  For full  disclosure  - Most  reserves  calculations  in the past
informally  subscribed  to an ISL cut-off  standard of GT 20 i.e. 4 feet of .05%
U3O8 that  equates to 4 feet of one pound  rock or  @$20.00  per pound = $80.00.
Today at $120.00 per pound, the cut-off could be conservatively reduced to GT of
10 or 4 feet of .025% U3O8 - that would equate to $240.00.

D.   Uranerz Energy Corporation - Vancouver,  BC Canada (not to be confused with
     Uranerz  USA) on December 9, 2005,  Excalibur  optioned  its 44  unpatented
     mining  claims in Powder  River to  Uranerz  Energy.  Option  term is three
     years, with the commitment of $750,000.00 field expenditures and an advance
     royalty payment of  $250,000.00.  Excalibur feels fortunate in securing the
     extensive expertise of Uranerz management and ISL operations.

E.   Excalibur's  7,000,000-foot (+) drill hole library covering over 500 square
     miles of the Powder  River  Basin could prove  invaluable  in a  profitable
     uranium market.


                                    BUSINESS

Excalibur  is  natural  resource  oriented.  In the  past  its  activities  have
consisted of acquisition, mining and sale of mineral properties. Currently total
interest is centered on its holdings within the Powder River Uranium District of
Wyoming.  Optimism is found in the current  recent price of uranium  $120.00 per
pound.

<PAGE>
Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 5


ITEM 2 - PROPERTIES
-------------------

Mountain  West  Mines,  Inc.  (Mountain  West)  a  wholly  owned  subsidiary  of
Excalibur,  owns a royalty  interest in  approximately  85 patented  lode mining
claims, and numerous  unpatented lode mining claims in the Powder River Basin in
Converse,   Johnson  and  Campbell  Counties,   Wyoming.  These  properties  had
capitalized costs of $347,032, and are directly related to the advance royalties
received from Cliffs as described in Item 1 of this Form 10-K. The extent of any
ore bodies and  related  possible  collection  of  production  royalties  is not
determinable at this time. The Board of Directors had determined,  however, that
a more realistic value should be placed on the books for financial reporting and
elected  to reduce  the  reported  value for  financial  statement  purposes  to
$100,000.

In May 1986, Cliffs conveyed,  subject to the MWM/Cliffs  agreements,  to Magnox
Electric plc subsidiary,  Central Electricity  Generating Board Exploration Inc.
63.688  acres of patented  claims and 12  unpatented  mining  claims (Ruby Ranch
project).  In 1989,  Magnox  Electric  through its  subsidiaries  CEGB and Power
Resources Inc.  acquired 75% interest in the Highland Uranium Project (HUP) from
Everest  Exploration  (et al). HUP is subject to the terms and conditions of the
May 17, 1967 Option and Agreement and Addenda between  MWM/Cliffs.  According to
newspapers  and other  published  accounts,  HUP  uranium  production  by Magnox
Electric  subsidiaries  indicates a multi-million  dollar royalty payment is due
Excalibur.

In January  1997,  Cameco  Corporation  (Canada)  purchased  the assets of Power
Resources  from  Magnox  Electric  plc  (UK)  along  with  the  obligations  and
conditions  set forth in the May 17,  1967  Option  and  Agreement  and  Addenda
between MWM/Cliffs.  The HUP production royalties have not been paid by Cameco's
operator, its wholly owned subsidiary Power Resources Inc.

The right of reassignment of all uranium mineral properties  acquired by Cliffs,
its  successors  in  interest  and/or  assigns  within the Area of  Interest  is
retained by Excalibur as set forth by the May 17, 1967 Option and Agreement.

In April 1987,  Excalibur had not received the  contractual  obligation of prior
written notice when Uranerz USA (Germany)  purchased  unpatented  claims and the
below cited  patented  claims  along with the  remaining  portion of MWM advance
royalty from Cliffs.  The  transaction  subjected  Uranerz to the obligations as
conditions  set forth in the May 17,  1967  Option  and  Agreement  and  Addenda
between MWM/Cliffs.

         North Butte Deposit Area
         Pfister Patent   - 49-77-0019                        222.420 acres
         Brown Patent  - 49-77-0022                           730.016 acres
                                                              -------
                                                              952.436 acres
                                                              952.436 acres

         Surface acres included with mineral acres            309.000 acres

         Greasewood Creek Deposit Area
         Greasewood Creek Patent  - 49-75-0068                646.596 acres
         Surface acres                                          0.000 acres


<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 6


ITEM 2 - PROPERTIES (Continued)
-------------------------------

In May 1991,  failing the  contractual  obligation of furnishing  Excalibur with
prior written notification, Pathfinder Mines, Inc., subsidiary of Cogema-France,
purchased  Uranerz'  Powder  River  Uranium  holdings  along with the  remaining
portion of MWM advance  royalty.  This transaction  subjected  Pathfinder to the
terms and  conditions  as outlined in the May 17, 1967 Option and  Agreement and
Addenda between  MWM/Cliffs.  Subsequently,  Pathfinder assumed the Christianson
Ranch ISL  operation  and failed to make Area of  Interest  royalty  payments to
Excalibur.  Cogema  has  recently  resumed  production  at  Christianson  Ranch.
Pathfinder  purchased from Everest  Exploration its 25% interest in the Highland
Uranium Project. Court verdict eliminated these two royalty obligations to MWM.

In 1973,  Excalibur sold mining  claims,  Brown deposits in Campbell and Johnson
Counties, Wyoming to American Nuclear Corporation.  The project became a part of
a joint venture between American Nuclear and the Tennessee Valley Authority.  At
public auction in 1991,  they sold this project along with their entire holdings
to General Atomic. In 1992, General Atomic sold this same project to Pathfinder.
Excalibur  retains a 2 1/2 % yellow cake  royalty  from the ANC  contract and an
additional 4% yellow cake royalty from the MWM/Cliffs  Area of Interest  royalty
provision. Pathfinder sold the Brown deposit to Cameco (Power Resources).

In 2001, failing the contractual  obligation of furnishing  Excalibur with prior
written  notification,  Pathfinder Mines Inc. (Cogema) executed Special Warranty
Deeds with Cameco Corporation (Canada) through its wholly owned subsidiary Power
Resources  Inc.,  transferring   Pathfinder's  Powder  River  uranium  holdings.
Camecos' acquisition of that portion of Pathfinder's mineral properties acquired
from the Uranerz/Cliffs contract, commits Cameco and its wholly owned subsidiary
Power Resources Inc. to a second  acknowledgment  to the terms and conditions in
the May 17, 1967 Option and  Agreement  and Addenda  between  MWM/Cliffs.  These
mineral  lands are within the Area of  Interest  and are  subject to a 4% yellow
cake gross  royalty in  addition to the  royalty  obligations  inherent in their
title. The Special  Warranty Deed grants  Pathfinder a royalty interest in these
deposits contrary to the MWM/Cliffs agreement provisions which required no liens
of any kind.

On June 28, 1990,  Everest  Minerals  sold the  remaining  270 claims to Quivira
Mining Company,  6305 Waterford  Boulevard,  Suite 325, Oklahoma City,  Oklahoma
73118,  a  subsidiary  of Rio Algom Ltd.,  a Canadian  based  world  producer of
uranium and other metals. Excalibur retained the right of reassignment.

In 2001,  Quivira  Mining Company  reassigned the 270 claims to Excalibur.  100%
ownership of six (6) potential ISL reserves is held by Excalibur.  The following
uranium resource estimates are Texas Eastern Nuclear Inc., calculations:

<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 7

     Deposit Area    Average Depth     Indicated Resource     Potential Resource
     ------------    -------------     ------------------     ------------------
     Verna Ann          580'                701,000#               1,500,000#
     Niles Ranch        450'                270,000#                 600,000#
     Hank               420'                600,000#               2,000,000#
     Willow Creek       600'                850,000#               2,000,000#
     Doughstick         540'                   -0-                 6,000,000#
     Nichols Ranch      590'              3,500,000#               4,500,000#

ITEM 3 - LEGAL PROCEEDINGS
--------------------------

On April 20, 2004, the firm of Lindquist & Vennum  P.L.L.P.  filed in the United
States  District Court for the District of Wyoming,  a Complaint for Damages and
Declaratory  judgment on behalf of Excalibur  wholly owned  subsidiary  Mountain
West Mines, Inc.,  Plaintiff versus The  Cleveland-Cliffs  Iron company,  Powers
Resources, Inc. and Pathfinder Mines Corporation, Defendants.

Litigation  is  directed  to  establishing  contractual  rights  defined  in the
MWM/Cliffs May 17, 1967 Option and Agreement with addendum and deeds.

Among the  covenants  claimed to be breached  are failure to provide  production
data and royalty due on the Highland  Uranium Project,  the  Christianson  Ranch
Mine and the Smith Ranch ISL project; and, the failure to offer for reassignment
on AMI mineral properties prior to abandonment.

Linquist & Vennum  P.L.L.P.  is a national law firm of nearly 200 attorneys that
has, for the past three years,  researched  and examined our position and agreed
to represent Mountain West Mines, Inc. on a contingency basis. The legal team is
headed by Mr. Harold G. Morris, Jr., Esq.

A non-jury trial in the U. S. District Court for the District of Wyoming was set
for August 15,  2005  before the  Honorable  Clarence  A.  Brimmer in  Cheyenne,
Wyoming.

On May 27, 2005, Judge Brimmer  dismissed our complaint.  Response filed June 9,
2005. On July 13, 2005 Judge Brimmer dismissed our complaint and fined Excalibur
$510,000.00 for a frivolous  action  penalty.  Lindquist and Vennum's Mr. Morris
filed our appeal on December 6, 2005 in the U. S. Court of Appeals 10th Circuit.

On November 22, 2006, the U. S. Appellate Court ruled the AMI obligations of the
MWM/Cliffs  Agreement  were  unenforceable  and erased  some  $50,000,000.00  of
past-due royalty and interest  payment.  This incredible ruling basically gutted
the  MWM/Cliffs  contract  and  left the MWM  owned  deposits  of  North  Butte,
Greasewood,  Ruby,  and  Brown in the  hands of  Cameco  and its  joint  venture
partner,  Communist Russian  Government Tenex  Corporation.  The Appellate Court
returned for review of the $510,000.00  fine. On May 8, 2007, the U. S. District
Court dropped the $510,000.00 fine and charged MWM $3,465.00 for court costs.

The  Lindquist  & Vennum  law  firm  has  fulfilled  all of its  obligations  to
Excalibur and no longer  represents the  corporation in the MWM/Cliffs  contract
dispute.

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

(a-d)    No matters  were  submitted  to a vote of security  holders  during the
         quarter  ended  May  31,  2007  through   solicitation  of  proxies  or
         otherwise.  The last  annual  shareholder's  meeting of the Company was
         held November 13, 2006.
<PAGE>


Securities Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 8


ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS
--------------------------------------------------------------------------

(a)  Principal  Market:  The stock of the Corporation was formerly traded on the
     Intermountain  Stock Exchange in Salt Lake City,  Utah. At the present time
     the stock is not traded on a listed stock exchange and the Company knows of
     no market maker.

(b)  Approximate number of shareholders of record as of May 31, 2007 is 1,090.

(c-1) No dividends have been paid or declared in the past 5 fiscal years.

(c-2) Management anticipates no payment of dividends in the near future.

<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 9

ITEM 6 - SELECTED FINANCIAL DATA FOR THE YEARS ENDED MAY 31:
------------------------------------------------------------
<TABLE>
<CAPTION>

                                    2007           2006           2005           2004           2003
                                -----------    -----------    -----------    -----------    -----------


<S>                             <C>            <C>            <C>            <C>            <C>
Total Revenues                  $         0    $   250,000    $         0    $         0    $         0

Total Operating Expense              12,398         43,723         16,248         38,141         13,861
                                -----------    -----------    -----------    -----------    -----------
Income (Loss) from Operations       (12,398)       206,277        (16,248)       (38,141)       (13,861)

Other Income (Expense)                9,139          1,118              0              0
                                               -----------    -----------    -----------    -----------
                                                                                                 (9,352)
    Income (Loss) -
        Before Income Taxes          (3,259)       207,395        (16,248)       (38,141)
                                                                                                (23,213)

Provision For Income Taxes              100            100            100            100            100
                                -----------    -----------    -----------    -----------    -----------


    Net Income (Loss) Before
        Extraordinary Gain           (3,359)       207,295        (16,348)       (38,241)       (23,313)


Extraordinary Gain                        0              0              0         89,478              0
                                -----------    -----------    -----------    -----------    -----------

    Net Income (Loss)                (3,359)       207,295        (16,348)        51,237        (23,313)

Retained Earnings (Deficit)
    Beginning of Year               157,050        (50,245)       (33,897)       (85,134)       (16,821)
                                -----------    -----------    -----------    -----------    -----------

Retained Earnings (Deficit)
    End of Year                 $   153,691    $   157,050    $   (50,245)   $   (33,897)   $   (85,134)
                                ===========    ===========    ===========    ===========    ===========

Average Shares of Common
    Stock Outstanding             5,987,261      5,987,261      5,987,261      5,987,261      5,987,261
                                ===========    ===========    ===========    ===========    ===========

Net Income (Loss) Per Share
    of Common Stock             $   (0.0006)   $    0.0346    $   (0.0027)   $   (0.0085)   $   (0.0039)
                                ===========    ===========    ===========    ===========    ===========

Total Assets -
    End of Year                 $   297,470    $   300,829    $   105,414    $   111,145    $   108,597
                                ===========    ===========    ===========    ===========    ===========

Long-Term Obligations           $         0    $         0    $    11,000    $         0    $    49,852
                                ===========    ===========    ===========    ===========    ===========


Cash Dividends Declared
    Per Share of
        Common Stock            $         0    $         0    $         0    $         0    $         0
                                ===========    ===========    ===========    ===========    ===========
</TABLE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 10

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
--------------------------------------------------------------------------------

Excalibur Industries  experienced  substantial  fluctuations in its consolidated
net income  over the past  several  years.  The Company  maintained  its mineral
properties and interest  throughout  that period of fluctuation  despite a large
drain on its financial resources. Management is now working to retain as much of
its mineral rights and interests as possible, considering its limited resources.

The Board of Directors  has adopted a policy  designed to husband its  resources
and retain as much of its mineral interests as possible, taking into account the
depressed market for minerals and the Company's limited resources.

The consolidated  financial  statements  contained herein under ITEM 8 should be
read in conjunction  with this ITEM 7, with particular  emphasis on the Notes to
Consolidated  Financial  Statements.  Additional  information  pertaining to the
fluctuation of the Company's income and expenses is detailed.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATE
----------------------------------------------------



<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 11






                         ACCOUNTANTS' COMPILATION REPORT



To the Board of Directors and Stockholders
Excalibur Industries

We have  compiled  the  accompanying  consolidated  balance  sheets of Excalibur
Industries  (Corporation) and its wholly owned subsidiary,  Mountain West Mines,
Inc. as of May 31, 2007, 2006, and 2005, and the related consolidated statements
of operations and changes in retained earnings (deficit), and cash flows for the
years then ended,  in accordance with Statements on Standards for Accounting and
Review   Services  issued  by  the  American   Institute  of  Certified   Public
Accountants.

A  compilation  is limited to  presenting  in the form of  financial  statements
information  that is the  representation  of management.  We have not audited or
reviewed the accompanying financial statements and, accordingly,  do not express
an opinion or any other form of assurance on them.



Maxfield Peterson & Richards, P.C.
Grand Junction, Colorado
June 18, 2007


<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 12
<TABLE>
<CAPTION>

                                     Consolidated Balance Sheets
                                     May 31, 2007, 2006 and 2005
                                             (Unaudited)

                                                                   2007           2006           2005
                                                               -----------    -----------    -----------

                                     ASSETS
<S>                                                            <C>            <C>            <C>
Current Assets
   Cash and cash equivalents                                   $   197,370    $   200,729    $     5,314
Property and Equipment
   Mining properties and interests                                 100,000        100,000        100,000
   Furniture and fixtures                                            2,354          2,354          2,354
   Mining equipment                                                  1,347          1,347          1,347
                                                               -----------    -----------    -----------
                                                                   103,701        103,701        103,701
   Accumulated depreciation                                         (3,661)        (3,661)        (3,661)
                                                               -----------    -----------    -----------
                  Total Property and Equipment                     100,040        100,040        100,040
                                                               -----------    -----------    -----------

Other Assets
   Deposits                                                             60             60             60
                                                               -----------    -----------    -----------

                  Total Assets                                 $   297,470    $   300,829    $   105,414
                                                               ===========    ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Income tax payable                                          $       100    $       100    $       100
                                                               -----------    -----------    -----------
Other Liabilities
   Loans from stockholder                                             --             --           11,000
   Accrued interest - loans from stockholder                          --             --              880
   Option to sell mining claims                                       --             --               -_
                                                               -----------    -----------    -----------

                  Total Other Liabilities                             --             --           11,880
                                                               -----------    -----------    -----------

                  Total Liabilities                                    100            100         11,980
                                                               -----------    -----------    -----------

Stockholders' Equity
   Common stock - $.01 par value,
     authorized 10,000,000 shares,
        issued 5,997,361 shares including shares in treasury        59,974         59,974         59,974
   Capital received in excess of par value                          83,810         83,810         83,810
   Retained earnings (deficit)                                     153,691        157,050        (50,245)
   Treasury Stock, 10,100 shares at cost                              (105)          (105)          (105)
                                                               -----------    -----------    -----------

                  Total Stockholders' Equity                       297,370        300,729         93,434
                                                               -----------    -----------    -----------

                  Total Liabilities and Stockholders' Equity   $   297,470    $   300,829    $   105,414
                                                               ===========    ===========    ===========
</TABLE>

                      See accompanying notes and accountants' compilation report

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 13
<TABLE>
<CAPTION>

      Consolidated Statements of Operations and Changes in Retained Earnings (Deficit)
                           Years Ended May 31, 2007, 2006 and 2005
                                         (Unaudited)

                                                     2007           2006            2005
                                                  -----------    -----------    -----------
<S>                                               <C>            <C>            <C>
Revenues
   Royalties                                      $      --      $   250,000    $      --
                                                  -----------    -----------    -----------

Operating Expenses
   Mining and related expenses                           --             --             --
   General and administrative                          12,398         43,723         16,248
                                                  -----------    -----------    -----------

                  Total Operating Expenses             12,398         43,723         16,248
                                                  -----------    -----------    -----------

                  (Loss) From Operations               12,398        206,277        (16,248)

Other Income (Expense)
   Interest Expense                                      --           (1,406)          --
   Interest Income                                      9,139          2,524           --
                                                  -----------    -----------    -----------
          (Loss) Before Income Taxes                    3,259        207,395        (16,248)

Provision For Income Taxes                                100            100            100
                                                  -----------    -----------    -----------

                  Net Income (Loss)                    (3,359)       207,295        (16,348)

Retained Earnings (Deficit) - Beginning of Year       157,050        (50,245)       (33,897)
                                                  -----------    -----------    -----------

Retained Earnings (Deficit) - End of Year         $   153,691    $   157,050    $   (50,245)
                                                  ===========    ===========    ===========

Net Income (Loss) Per Share of Common Stock       $   (0.0006)   $    0.0346    $   (0.0027)
                                                  ===========    ===========    ===========

Outstanding Number of Common Shares                 5,987,261      5,987,261      5,987,261
                                                  ===========    ===========    ===========
</TABLE>


               See accompanying notes and accountants' compilation report.




Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 14
<TABLE>
<CAPTION>

                                   Consolidated Statements of Cash Flows
                                  Years Ended May 31, 2007, 2006 and 2005
                                                (Unaudited)

                                                                2007           2006           2005
                                                            -----------    -----------    -----------

<S>                                                         <C>            <C>            <C>
Cash Flows From Operating Activities
   Net income (loss)                                        $    (3,359)   $   207,295    $   (16,348)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities
        Increase (Decrease) in:
          Income tax payable                                       --             --           (1,263)
          Accrued interest - loans to shareholder                  --             (880)           880
                                                            -----------    -----------    -----------


                  Net Cash Provided By (Used in)
                     Operating Activities                        (3,359)       206,145        (16,731)
                                                            -----------    -----------    -----------

                  Net Cash (Used) Provided By
                     Investing Activities                          --             --             --
                                                            -----------    -----------    -----------




Cash Flows From Financing Activities
   Loans from shareholders
     Additions                                                     --             --           11,000
     Reductions                                                    --          (11,000)          --
   Capital Stock transactions:
     Share repurchases                                             --             --             --
                                                            -----------    -----------    -----------

                  Net Cash Provided (Used) By
                     Financing Activities                          --          (11,000)        11,000
                                                            -----------    -----------    -----------

                  Net Increase (Decrease) In Cash                (3,359)       195,415         (5,731)

Cash - Beginning of Year                                        200,729          5,314         11,045
                                                            -----------    -----------    -----------

Cash - End of Year                                          $   197,370    $   200,729    $     5,314
                                                            ===========    ===========    ===========

Supplemental Disclosures
   Income taxes paid                                        $       100    $       100    $     1,363
   Interest Paid                                                   --            2,286           --
</TABLE>


                     See accompanying notes and accountants' compilation report.
<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 15


                   Notes to Consolidated Financial Statements
                                   (Unaudited)

Note 1 - Summary of Significant Accounting Polices
--------------------------------------------------

Consolidation
-------------
The consolidated  financial  statements presented herein include the accounts of
Excalibur Industries (Excalibur) and its wholly owned subsidiary,  Mountain West
Mines, Inc., (Mountain West), a Nevada corporation,  qualified to do business in
the states of Utah and Wyoming. All significant inter-company  transactions have
been eliminated from these statements.

Mining Properties and Interests
-------------------------------
Mining claims,  leases,  and royalty interests are stated at cost, unless in the
judgment of the Directors a lesser amount is felt to be more  appropriate due to
a permanent  decline in value.  No depletion has been charged against income for
financial  statement  purposes,  but is deducted for Federal income tax purposes
when allowable. The full carrying value is charged against income at the time of
sale or disposition of an asset. If a perpetual  overriding royalty is retained,
the  recorded  costs of the asset are treated the same for  financial  statement
purposes  as for  income  tax  purposes  and  are not  reduced  in  value  until
production royalties are received.

Depreciable Property and Equipment
----------------------------------
Depreciable  property and equipment are stated at cost.  Depreciation for income
tax purposes is consistent with that used for financial  statement  purposes and
has been computed using the straight-line method.

Deferred Income Taxes
---------------------
Deferred  income  taxes  are  provided  as a result  of  timing  differences  in
reporting income for financial statement and tax purposes. Currently no deferred
income taxes payable (or receivable) are recognized.

Use of Estimates
----------------
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

Earnings per share
------------------
Earnings  per share of common  stock are  computed  using the  weighted  average
number of common shares outstanding during the period. Primary and fully diluted
earnings  per share are shown as the same figure if the  dilative  effect of any
common stock  equivalents or convertible  securities is less than three percent.
The Company currently has no dilative  equivalents  against income for financial
statement purposes.

Cash and Cash Equivalents
-------------------------
For the  purposes  of the  consolidated  statement  of cash  flows,  the Company
considers all highly liquid  investments  with an initial maturity of six months
or less to be cash equivalents.

<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 16

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

Note 2 - Mining Properties and Interests
----------------------------------------

        Uranium
        -------
        The Company  owns  various  royalty and other  interests in patented and
        unpatented  mining  claims and mineral  leased  acreage,  located in the
        Powder  River  Basin,  Johnson and Campbell  Counties,  Wyoming.  Future
        earned  royalties are subject to offset by the amount of certain advance
        minimum  royalty  revenues.  These  properties  were assigned a value of
        $347,032  following  the  acquisition  of  Mountain  West by  Excalibur.
        Various  acreage has been dropped  during the past years as such acreage
        was  determined  to be of no  value.  The  capitalized  costs  of  these
        properties have been reallocated to the remaining acreage still retained
        by the Company.  The Board of Directors determined that a more realistic
        value should be placed on the books and elected to reduce the  reporting
        value for financial statement purposes by $247,032.

        A summary  of  capitalized  costs in  the above properties as of May 31,
        2007, 2006 and 2005 follows:

                               2007         2006         2005
                           ----------   ----------   ----------

            Uranium        $  100,000   $  100,000   $  100,000
                           ==========   ==========   ==========

Note 3 - General and Administrative Expense
-------------------------------------------

        General and  administrative  expenses  for the years ended May 31, 2007,
2006 and 2005 follows:

                              2007         2006         2005
                           ----------   ----------   ----------

Salaries                   $     --           --           --
Contract labor                   --         10,000         --
Reports and publications        1,137          722        1,659
Professional                    8,107        3,291        4,368
Office expenses
  and travel                    3,154       29,710       10,221
                           ----------   ----------   ----------

      Total                $   12,398   $   43,723   $   16,248
                           ==========   ==========   ==========
<PAGE>

Securities and Exchange Commission - form 10-K
Excalibur Industries - May 31, 2007
Page 17
                   Notes to Consolidated Financial Statements
                                   (Unaudited)
Note 4 - Income Taxes
---------------------

        Currently,   no  deferred  income  taxes  payable  (or  receivable)  are
        recognized  as a result of timing  differences  in reporting  income for
        financial accounting and tax purposes.

        As of May 31, 2006, the Company has loss carry forwards of approximately
        $85,000 for Federal tax purposes and $26,000 for State tax purposes that
        may be offset against  future taxable income  (expiring on various dates
        through  2024).  A deferred tax benefit has not been  recognized  in the
        accompanying  balance sheet due to the uncertainty of any future taxable
        income. In addition,  deferred income taxes are not affected as a result
        of statutory depletion deductions taken for tax purposes.

Note 5 - Litigation and Contingencies
-------------------------------------

        In April, 2004 the Company filed a complaint for damages and declaratory
        judgment  versus  Cleveland  Cliffs  Iron  Company  for  unpaid  royalty
        payments.  Total  litigation  cost to the Company  consists of a $25,000
        advance payment for expenses to a law firm which has agreed to represent
        the Company on a contingency basis for its fee.

        On May 27, 2005,  this  complaint was  dismissed;  however,  the Company
        filed a plaintiffs' objection to this finding on June 9, 2005. The court
        dismissed the Company's  complaint and fined the Company  $510,000 for a
        frivolous  action  penalty.  The  Company  believed  that  this find was
        without merit and filed an appeal on December 6, 2005.

        On November 22, 2006, the U. S.  Appellate  Court upheld the verdict and
        returned to the 10th District Court for review of the $510,000.00 fine.

        On May 8, 2007,  the U. S. District Court dropped the  $510,000.00  fine
        and assessed Excalibur $3,464.00 in court costs.

Note 6 - Operating Funds
------------------------

        Company   management   has   developed   a  plan  to   reduce  or  delay
        administrative  costs to insure that the Company  will  continue to meet
        its  obligations  during  the coming  year,  as well as a plan to obtain
        additional  operating  funds, if needed,  through the sale of certain of
        its mining properties.

        In the interim, Joseph P. Hubert,  President and major stockholder,  has
        agreed to advance  operating  funds as  needed,  until  other  funds are
        available.  During the year ended May 31, 2006,  Mr. Huburt  advanced an
        additional  $10,000 to the  Company  and,  during  that same  year,  the
        Company repaid Mr. Hubert's loan totaling $21,000 plus interest.
<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 18

ITEM 9 - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
--------------------------------------------------------------

        None

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------

(a, b & e)         Name           Age                    Position
            ------------------    ---     --------------------------------------

            Joseph P. Hubert       75     President, Chief Executive Officer and
                                          Chairman of Board of Directors

            Jack D. Powers         80     Vice-President and Director

            Joseph C. Kellogg      81     Vice-President/Treasurer and Director

            Marguerite Emanuel     73     Secretary

Joseph P. Hubert is President and Chief Executive Officer. He received his B. A.
Degree  in  Geology  from the  University  of  Minnesota  Duluth.  He has been a
self-employed registered mining geologist for many years. He served on the Board
of  Directors  of Mountain  West  Mines,  Inc.  from 1966 until 1971,  either as
President or  Vice-President  during that period.  Mr. Hubert was elected to the
Presidency  and Board of Directors  of Excalibur at the 1982 annual  meeting and
following Directors' meeting.

Jack D. Powers is  Vice-President.  He  obtained a B. A. Degree in business  and
accounting  from the  University  of Minnesota  and a B. S. Degree in mechanical
engineering from Michigan Tech. He has worked as a manager for Longyear Drilling
Co.,  Boyles  Bros.  and Joy for many  years and  presently  is a  self-employed
drilling consultant.

Joseph C. Kellogg was elected to the Vice-President/Treasurer at the 2005 Annual
Meeting and following Director Meeting. Mr. Kellogg is a University of Minnesota
graduate 1951 B.S.  Civil  Engineering  Degree.  Founder of Kellogg  Corporation
1970, a management service to the mining and construction industry in over 2,500
projects for 1,000 clients in 47 states and 18 foreign countries.

Marguerite  H.  Emanuel  replaced  Charles O.  Spielman as Secretary on March 1,
2001.  She  received  her B. S.  Degree  in  Business  and  accounting  from the
University  of  Minnesota.  She  was a  department  manager  with  the  Marriott
Corporation and an  administrative  assistant with the Village of  Lincolnshire,
Illinois.

(c)  Excalibur has no full time employees.

(d)  Mrs.  Marguerite H. Emanuel was elected Corporate Secretary at the November
     19, 2002 Annual  Meeting.  Mrs.  Emanuel is the sister of Joseph P. Hubert,
     President  and CEO.  There are no other  family  relationships  between any
     Director  and  Executive  Officer  and/or any other  Director or  Executive
     officer or nominee for Director.
<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 19

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (Continued)
------------------------------------------------------------------------

(f)    No Officer,  Director or nominee for  Director  has been  involved in any
       legal  proceedings  involving  Federal  bankruptcy  laws,  or  any  State
       insolvency laws, or has been convicted or named in a criminal proceeding,
       or is the subject of any order,  judgment,  or decree limiting him in any
       activity,  or from  engaging  in any type of business  practice,  or from
       engaging in any activity in  connection  with the purchase or sale of any
       security,  or in  connection  with  any  violation  of  Federal  or State
       security laws.

(g)    A comprehensive  review and  examination by the United States  Securities
       and Exchange  Commission was conducted in 2004 and any deficiencies  were
       corrected.

ITEM 11 - MANAGEMENT REMUNERATION
---------------------------------

Excalibur and Mountain West Mines, Inc., has no employees or payroll and pays no
regular  compensation  to  management.  The Company  reimburses  management  for
business expenses.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

(a) Security Ownership of Certain Beneficial Owners:
<TABLE>
<CAPTION>

                                                                      *Amount and       Percent
                                                                      Nature of         of class
                                  Name and Address                    Beneficial        as of
     Title of Class             of Beneficial owner                   Ownership         5/31/06
     --------------  -----------------------------------------        ------------      --------
<S>                                                                    <C>                <C>
     Common          Joseph P. Hubert                                  1,179,000          19.69%
                             1800 Lakeview Drive                         Direct
                             Duluth, MN 55803

     Common          Allen E. Nugent, Trustee of the                    *868,000          14.50%
                             Claude E. Nugent Trust                      Direct
                             10238 South 2375 East
                             Sandy, UT 84092

     Common          Robert H. Ruggeri                                 **661,419          11.00%
                             3314 Music Lane                             Direct
                             Grand Junction, CO 81506

     Common          Service Credit Corp.
                             377 N. Main                                 300,000           5.01%
                             Layton, UT 84041                            Direct
</TABLE>

     *Includes  24,000 shares owned by Allen  Nugent's  wife,  and 24,000 shares
      owned by Allen E. Nugent, son of Claude E. Nugent.

    **Does not include 130,172 shares owned by Robert Ruggeri's wife.

<PAGE>


Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 20

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT,
           (Continued)
-------------------------------------------------------------------------

b) Security Ownership of Management:
                                                        *Amount and     Percent
                                                         Nature of      of class
                                                         Beneficial     as of
     Title of Class    Name of Beneficial Owner          Ownership      5/31/06
     --------------    ------------------------         -----------     -------
     Common            Joseph P. Hubert                  1,179,000      19.69%
     Common            Jack D. Powers                       25,000        .42%
     Common            Joseph C. Kellogg                    40,000        .70%
     Common            Marguerite H. Emanuel               100,000       1.68%
     Common            Directors and Officers Group      1,356,500      22.40%

          *Information  as to  beneficial  ownership  is based  upon  statements
     furnished  by  each  Director.   Information   with  such  ownership  rests
     peculiarly   within   their   knowledge   and  the   Registrant   disclaims
     responsibility for the accuracy and completeness thereof.

(c) Changes in Control:

     No  arrangements  are known to  Registrant  which may at a subsequent  date
result in a change in control of the Registrant.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

(a)  Transactions with Management and Others None
(b)  Certain Business Relationships None
(c)  Indebtedness of Management None
(d)  Transactions with Promoters None

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K
---------------------------------------------------------------------------

(a) 1. Unaudited  Consolidated  Financial  Statements for the fiscal years ended
May 31, 2007, 2006 and 2005, including:

         Accountants' Compilation Report
         Consolidated Balance Sheets
         Consolidated Statements of Operations and Changes in Retained Earnings
         (Deficit)
         Consolidated Statement of Cash Flows
         Notes to Consolidated Financial Statements

     2. None 3. None

(b) No reports on Form 8-K have been filed during the quarter ended May 31, 2007

(c)  None

(d)  None


<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2007
Page 21




SIGNATURES

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





Date   July 12, 2007                  By  /s/ Joseph P. Hubert
    ---------------------------          ---------------------------------------
                                      Joseph P. Hubert
                                      President, Chief Executive Officer
                                      and Chairman of Board of Directors




Date   July 12, 2007                  By /s/ Jack D. Powers
    ---------------------------         ----------------------------------------
                                      Jack D. Powers
                                      Vice-President and Director