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, 2000             Commission file Number 1-7602

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

                 Utah                                         87-0292122
---------------------------------------                 -----------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)

5323 Fossil Ridge Dr., Ft. Collins, CO                         80525-3839
--------------------------------------                        -----------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code           970-204-1044
                                                             ------------

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

     Title of Each Class              Name of each exchange on which registered
     -------------------              -----------------------------------------
     Common stock (Par value
       $.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, 2000, 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,  2000,  the
registrant  had total  outstanding  shares of 5,987,361,  $0.01 par value common
stock.

                                       1
<PAGE>

EXCALIBUR INDUSTRIES                                                   FORM 10-K
                                                                       PART I
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' business is natural resources and is primarily involved in
the uranium mining industry.  The domestic uranium outlook is suffering its most
depressed  state in its history.  Current open market prices for yellow cake are
at all  time  lows and  uranium  production  in the  United  States  has all but
disappeared.  The majority of the major mines and their United States  Producers
have closed and  abandoned the industry.  Excalibur  throughout  this period has
been able to maintain its royalty  position in the most  valuable of its uranium
reserves located in the Powder River District of Wyoming.

With the limited  resources  available to Excalibur,  it is not in a position to
actively  participate  in a mining program and must rely on its lease owners and
an improved market.

                                 URANIUM REPORT

POWDER RIVER BASIN-WYOMING

A.       Pathfinder Mines Corp. (Parent Company COGEMA-France)

         Pathfinder  is one of the few  moderately  active in the United  States
         uranium  industry and  represents  the most  promising  of  Excalibur's
         lessees for a possible near-term mining operation. Pathfinder currently
         holds two projects in which Excalibur  retains royalty  interests:  (1)
         North Butte and Greasewood Creek, and (2) Brown- TVA.

         (1) North  Butte-Greasewood  Creek  Excalibur  retains a 4% yellow cake
         royalty of which some  $1,300,000  advance  royalty has been paid. This
         royalty  credit is  restricted  to these two  deposits and only a minor
         production  payment  has been  made.  Excalibur  retains  the  right of
         reassignment.  Pathfinder  has prepared  the North Butte  deposit for a
         solution mining  program.  State and Federal E. P. A. permits have been
         secured and an engineering  feasibility  study  completed.  No start up
         date has been announced.
<TABLE>
<CAPTION>

                                      Patented            Cut-Off               Average          In Place
          Deposit Area                Claims              Thick-Grade           Grade %         Lbs. U308
          -------------------         ---------           -----------           -------         ---------
         <S>                          <C>                 <C>                   <C>             <C>
          Greasewood Creek                36              2.0'   -  .05%          0.11%         3,400,000
          North Butte                     49              6.0'   -  .10%          0.20%        11,000,000
</TABLE>

         (2)    Brown-TVA

         Excalibur  retains a 2 1/2%  yellow  cake  royalty  on a  portion  of a
         deposit  that extends  beyond  North  Butte's  claim  boundaries.  This
         uranium  reserve is a geological  extension of the North Butte  deposit
         and will add significantly to the poundage of the overall project.

         B.  Power  Resources,   Inc.  (Parent  Company  -  Central  Electricity
         Generating  Board-England,  subsequently  reported  purchased by CAMECO
         Corporation of Saskatoon, Saskatchewan, Canada).

         Power  Resources has been  acquiring  uranium  properties in the Powder
         River  Basin,  most  notably the formerly  Exxon-Highland  Mine.  Power
         Resources is  currently  producing  uranium from the Highland  project.
         Power Resources has challenged Excalibur's royalty position. Hopefully,
         this will not require a judicial resolution.

                                       2
<PAGE>

EXCALIBUR INDUSTRIES                                                   FORM 10-K
                                                                          PART I
POWDER RIVER BASIN-WYOMING (Continued)

         Excalibur's  North Bing and Four Mile deposits are under lease to Power
         Resources  and are  designated  as the Ruby  Ranch  project.  Excalibur
         retains a 4% yellow cake royalty with the right of reassignment.

         Power Resources has conducted  hydrological well monitoring  studies on
         the Four Mile deposit.  Production activity is not expected in the near
         future.

         The Ruby Ranch project area has  approximately  3,800 acres and several
         million pounds of reserves.

C.       Quivira Mining Company (Parent Company Rio Algom - Canada)

         Rio Algom is recognized  as a  world-class  producer of uranium and has
         respected   engineering  expertise  in  uranium  property  development.
         Quivira Mining Co.,  acquired  several claim blocks totaling some 5,000
         acres. Each of these claim blocks have established  uranium occurrences
         but none have been subjected to extensive drilling evaluation.

         Excalibur retains a variable overriding royalty which ranges from 2% to
         6% yellow cake with the right of  reassignment.  Quivira has  performed
         necessary  assignment  requirements and no development project has been
         announced.

D.       Other uranium properties held by Mountain West and/or Excalibur are not
         considered  by Management  to be  significant.  They are under lease to
         others and no production  royalties  are being  received and no minimum
         payments are required of Lessees.

                                  SILVER REPORT

Excalibur owns  approximately  162 acres of patented lode mining claims in Ouray
County, Colorado.

                                    BUSINESS

Excalibur  is  natural  resource  oriented.  In the  past  its  activities  have
consisted of  acquisition  and sale of mineral  properties.  The  Corporations's
resources are extremely  limited for a corporation of this character.  Under the
present depressed market conditions it has no alternative but to await a change.
At the present time the  corporation  is  inactive,  except for  overseeing  its
leases and maintaining corporate viability.

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 8 unpatented lode mining claims in the Powder River Basin in 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  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.

                                       3
<PAGE>

EXCALIBUR INDUSTRIES                                                   FORM 10-K
                                                                          PART I
ITEM 2 - Properties (continued)

In January 1987,  Cleveland-Cliffs offered at public sale the 85 patented claims
known as the North Butte and Greasewood Creek Deposits for $3,000,000.  On April
7, 1987, Uranerz,  U.S.A., a Colorado corporation based in Denver, purchased the
claim  blocks  along with the  remaining  portion of Mountain  West Mines,  Inc.
advance royalty credit.

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

In May 1991, Pathfinder Mines, Inc., subsidiary of COGEMA-France,  purchased the
85 patent claim block from Uranerz,  U.S.A.  Excalibur  retains a 4% yellow cake
royalty of which  approximately  $1,300,000 has been paid as an advance  royalty
payment and  represents a credit  restricted  to future  production  from the 85
claim block. Right of reassignment is also retained.

In  May  1986,   Cliffs  conveyed  to  Central   Electricity   Generating  Board
Exploration,  Inc., who then conveyed to Power Resources, Inc., its wholly owned
subsidiary,  800 Werner Court, suite 230, Casper, Wyoming 82601, 63.688 acres of
patented claims and 12 unpatented  lode mining claims,  subject to Mountain West
Mines, Inc.,'s 4% earned royalty and right of reassignment.

In July 1983, Cliffs quitclaimed 436 unpatented lode mining claims and 1,042 net
acres of fee mineral leases to Texas Eastern Nuclear,  Inc., of Houston,  Texas.
In August,  1986,  Texas Eastern  Nuclear,  Inc.,  reassigned said properties to
Mountain West, who, in turn, conveyed and assigned its interest in said property
to Everest Minerals,  subject to a variable overriding royalty reservation which
ranges from 2 % to 6%. Everest  Minerals  determined to abandon a portion of the
property and offered to reconvey it to Mountain  West.  Mountain  West has since
abandoned said property.

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 retains the right of reassignment along with
a variable overriding yellow cake royalty reservation of 2% to 6%.

As the  result of a  compromise  and  settlement  with Utah  International  (now
Pathfinder),  the  Company  has a 4% yellow  cake  royalty in 393 claims and the
right to the return of the claims in the event Utah  International  (Pathfinder)
elects to abandon the  property.  Seventy-five  of these  claims  were  recently
transferred to Uranerz, U.S.A. by Pathfinder.

On August 5, 1991, Pathfinder Mines, Inc., 255 Glendale Avenue, Suite 26, Sparks
Nevada 89431, a subsidiary of  COGEMA-France,  abandoned the 75 claims  recently
acquired in the Uranerz, U.S.A. agreement.  Excalibur has no continuing interest
in their project.

                                       4
<PAGE>

EXCALIBUR INDUSTRIES                                                   FORM 10-K
                                                                          PART I
ITEM 2 - Properties (Continued)

In 1973,  Mountain  West sold mineral  rights on  approximately  14,000 acres of
mining  claims in Campbell  and Johnson  Counties,  Wyoming to American  Nuclear
Corporation.  Mountain West reserved a royalty  interest of 2 1/2 % of the value
of uranium ores  produced  form these claims at the mine mouth,  or of the gross
proceeds from the sale of recovered U308 if processed by American Nuclear or its
assignees.  The properties  retained by American  Nuclear  Corporation are now a
part of the joint venture between American Nuclear Corporation and the Tennessee
Valley  Authority.  The Corporation has no control over management or production
from these  properties.  On May 31, 1986, there were  approximately  6,640 acres
held by American  Nuclear and its associates.  In June, 1986, TVA conveyed 97 of
the claims to Mountain  West.  In March 1987,  TVA  reassigned  an additional 62
claims to Mountain  West who, in turn,  abandoned  said  claims.  TVA offered to
reassign 25 claims to Mountain West in January 1989, but,  Mountain West elected
not to take a reassignment.

At public auction in 1991 TVA sold this project along with their entire holdings
in the area to General  Atomic.  In August 1992,  General  Atomic sold said same
project  to  Pathfinder  Mines,  Inc.  Excalibur  retains a 2 1/2 % yellow  cake
royalty and the right of reassignment. This project area is designed Brown-TVA.

Excalibur owns patented mining claims in Ouray County, Colorado with capitalized
costs of $8,106. These properties were purchased as silver prospects and are not
active.  The  Company  also  owned one  patented  mining  claim in Lake  County,
Colorado which was sold during the year ended May 31, 2000.

ITEM 3 - Legal Proceedings

Management of the Registrant knows of no litigation, pending or threatened, that
would materially  affect the financial  statements of Excalibur or Mountain West
Mines, Inc.

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,  2000  through  solicitation  of proxies or
         otherwise.  The last  annual  shareholder's  meeting of the Company was
         held November 13, 1999.

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, 2000 is 1093

(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.

                                       5
<PAGE>

EXCALIBUR INDUSTRIES                                                   FORM 10-K
                                                                         PART II

ITEM 6 - Selected Financial Data For The Years Ended May 31:
<TABLE>
<CAPTION>

                                                2000              1999              1998             1997              1996
                                            -------------     ------------      ------------     ------------      ------------
<S>                                         <C>               <C>               <C>              <C>               <C>
Total Revenues                              $           0 $              0     $           0 $              0  $              0

Total Operating Expense                            17,176           14,928            29,483           32,352            38,449
                                            -------------     ------------      ------------     ------------      ------------
Loss From Operations                              (17,176)         (14,928)          (29,483)         (32,352)          (38,449)

Other Income                                        7,188              201             1,280            2,645             4,437
                                            -------------     ------------      ------------     ------------      ------------
Income (Loss) -
Before Income Taxes                                (9,988)         (14,727)          (28,203)         (29,707)          (34,012)

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

Net Income (Loss)                                 (10,088)         (14,827)          (28,303)         (29,807)          (34,112)

Retained Earnings (Deficit)
Beginning of Year                                 (21,348)          (6,521)           21,782           51,589            85,701
                                            -------------     ------------     -------------     ------------      ------------

Retained Earnings (Deficit)
End of Year                                 $     (31,436)    $    (21,348)    $      (6,521)    $     21,782      $     51,589
                                            =============     ============     =============     ============      ============
Average Shares of Common
Stock Outstanding                               5,987,361        5,987,361         5,987,361        5,987,361         5,987,361
                                            =============     ============     =============     ============      ============
Net Income (Loss) Per Share
of Common Stock                             $     (0.0017)    $    (0.0025)    $     (0.0047)    $    (0.0050)     $    (0.0057)
                                            =============     ============     =============     ============      ============
Total Assets -
End of Year                                 $     112,348     $    122,436     $     137,369     $    165,701      $    195,583
                                            =============     ============     =============     ============      ============

Long-Term Obligations                       $           0     $          0     $           0     $          0      $          0
                                            =============     ============     =============     ============      ============
Cash Dividends Declared
Per Share of
Common Stock                                $           0     $          0     $           0     $          0      $          0
                                            =============     ============     =============     ============      ============
</TABLE>

                                       6
<PAGE>

EXCALIBUR INDUSTRIES                                                   FORM 10-K
                                                                         PART II

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
and the depressed market conditions.

Quivira Mining Co.,  advance  payments  ended with the May, 1992 payment,  after
which time no additional  payments will be received until production  commences.
Other than interest income and the sale of one mining claim, no other continuing
material cash inflows are known to Management or anticipated at this time, based
on current agreements.

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.

                                       7
<PAGE>

EXCALIBUR INDUSTRIES                                                   FORM 10-K
                                                                         PART II
ITEM 8 - Financial Statements and Supplementary Data

                         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, 2000, 1999, and 1998, 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.

/s/ Maxfield and Co., P.C.
--------------------------
    Maxfield and Co., P.C.
Certified Public Accountants
Grand Junction, Colorado
September 18, 2000

                                       8
<PAGE>

                              EXCALIBUR INDUSTRIES
                           Consolidated Balance Sheets
                           May 31, 2000, 1999 and 1998
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                     2000             1999         1998
                                                 -------------    ------------  -----------
                                     ASSETS
<S>                                              <C>              <C>           <C>
Current Assets
Cash and certificates of deposit                 $       4,142    $     12,810  $    25,308
Note receivable - current portion                        --                993        2,435
         Total Current Assets                    -------------    ------------  -----------
                                                         4,142          13,803       27,743
                                                 -------------    ------------  -----------
Property and Equipment
Mining properties and interests                        108,106         108,533      108,533
Furniture and fixtures                                   2,354           2,354        2,354
Mining equipment                                         1,347           1,347        1,347
                                                 -------------    ------------  -----------
                                                       111,807         112,234      112,234
Accumulated depreciation                                (3,661)         (3,661)      (3,661)
         Total Property and Equipment            -------------    ------------  -----------
                                                       108,146         108,573      108,573
                                                 -------------    ------------  -----------
Other Assets
Note receivable - less current portion                  --              --              993
Deposits                                                    60              60           60
         Total Other Assets                      -------------    ------------  -----------
                                                            60              60        1,053
                                                 -------------    ------------  -----------
         Total Assets                            $     112,348    $    122,436  $   137,369
                                                 =============    ============  ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Income tax payable                               $         100    $        100  $       100
Other taxes payable                                     --              --              106
         Total Current Liabilities               -------------    ------------  -----------
                                                           100             100          206
                                                 -------------    ------------  -----------
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)                            (31,436)        (21,348)      (6,521)
Treasury stock, 10,000 shares, at cost                    (100)           (100)        (100)
         Total Stockholders' Equity              -------------    ------------  -----------
                                                       112,248         122,336      137,163
                                                 -------------    ------------  -----------
         Total Liabilities and
         Stockholders'Equity                     $     112,348    $    122,436  $   137,369
                                                 =============    ============  ===========
</TABLE>


See accompanying notes and accountants' compilation report.

                                       9
<PAGE>

                              EXCALIBUR INDUSTRIES

Consolidated Statements of Operations and Changes in Retained Earnings (Deficit)
                     Years Ended May 31, 2000, 1999 and 1998
                                   (Unaudited)

<TABLE>
<CAPTION>

<S>                                              <C>             <C>               <C>
                                                     2000             1999             1998
                                                 --------------  ---------------   ------------
Revenues
Royalties                                        $      --       $       --        $     --
                                                 --------------  ---------------   ------------
Operating Expenses
Mining and related expenses                             --               --              --
General and administrative                               17,176           14,928         29,483
                                                 --------------  ---------------   ------------
         Total Operating Expenses                        17,176           14,928         29,483
                                                 --------------  ---------------   ------------
         Loss From Operations                           (17,176)         (14,928)       (29,483)
                                                 --------------  ---------------   ------------
Other Income
Gain from sale of mining claim                            7,173          --               --
Interest                                                     15              201          1,280
                                                 --------------  ---------------   ------------
         Total Other Income                               7,188              201          1,280
                                                 --------------  ---------------   ------------
         (Loss) Before Income Taxes                      (9,988)         (14,727)       (28,203)

Provision For Income Taxes                                  100              100            100
                                                 --------------  ---------------   ------------
         Net (Loss)                                     (10,088)         (14,827)       (28,303)

Retained Earnings (Deficit) - Beginning of Year         (21,348)          (6,521)        21,782
                                                 --------------  ---------------   ------------
Retained Earnings (Deficit) - End of Year        $      (31,436) $       (21,348)  $     (6,521)
                                                 ==============  ===============   ============
Net (Loss) Per Share of Common Stock             $      (0.0017) $       (0.0025)  $    (0.0047)
                                                 ==============  ===============   ============
Outstanding Number of Common Shares                   5,987,361        5,987,361      5,987,361
                                                 ==============  ===============   ============
</TABLE>
See accompanying notes and accountants' compilation report.

                                       10
<PAGE>

                              EXCALIBUR INDUSTRIES

                      Consolidated Statements of Cash Flows
                     Years Ended May 31, 2000, 1999 and 1998
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                   2000             1999           1998
                                               --------------   --------------  -----------
<S>                                            <C>              <C>             <C>
Cash Flows From Operating Activities
Net (loss)                                     $      (10,088)  $      (14,827) $   (28,303)
Adjustments to reconcile net loss to net
cash provided by operating activities
(Gain) on sale of assets                               (7,173)          --           --
(Increase) decrease in:
Notes receivable                                          993            2,435        1,902
Increase (decrease) in:
Other taxes payable                                    --                 (106)         (29)
                                               --------------   --------------  -----------
         Net Cash Used By Operating
         Activities                                   (16,268)         (12,498)     (26,430)
                                               --------------   --------------  -----------
Cash Flows From Investing Activities
Proceeds from sale of assets                            7,600           --           --
Proceeds from U.S. Treasury Bills                      --               --           39,687
                                               --------------   --------------  -----------
         Net Cash Provided by
         Investing Activities                           7,600           --           39,687
                                               --------------   --------------  -----------
         Net Increase (Decrease) In Cash               (8,668)         (12,498)      13,257

Cash - Beginning of Year                               12,810           25,308       12,051
                                               --------------   --------------  -----------
Cash - End of Year                             $        4,142   $       12,810  $    25,308
                                               ==============   ==============  ===========

Supplemental Disclosures
Income taxes paid                              $          100   $          100  $       100
</TABLE>

See accompanying notes and accountants' compilation report.

                                       11
<PAGE>

                              EXCALIBUR INDUSTRIES

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

Note 1 - Summary of Significant Accounting Policies

        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  intercompany  transactions  have been  eliminated from
        these statements.

        Mining Properties and Interests

        Mining claims,  leases, and royalty interests are stated at cost, unless
        in the  judgement  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 of  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.

        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 full diluted  earnings per share are shown as the same figure if the
        dilative   effect  of  any  common  stock   equivalents  or  convertible
        securities  are less than three  percent.  The Company  currently has no
        dilative equivalents.

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.

                                       12
<PAGE>

                              EXCALIBUR INDUSTRIES

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

Note 2 - Mining Properties and Interests (Continued)

        Silver

        The Company owns various  interests in patented mining claims located in
        the Red Mountain and  Uncompahgre  Mining  Districts,  Ouray,  Colorado.
        During the year ended May 31, 2000, one claim was sold for $7,600.

        Other Holdings
        The Company owns various other  interests in mining  properties  (silver
        and uranium) including several interests with no cost basis.

        A summary of  capitalized  costs in the above  properties  as of May 31,
        2000, 1999 and 1998 follows:

                                        2000           1999           1998
                                    -------------  -------------  ------------
        Uranium                     $     100,000  $     100,000  $    100,000
        Silver                              7,957          8,384         8,384
        Other                                 149            149           149
                                    -------------  -------------  ------------
        Total                       $     108,106  $     108,533  $    108,533
                                    =============  =============  ============

Note 3 - General and Administrative Expense

        General and  administrative  expenses  for the years ended May 31, 2000,
        1999 and 1998 follows:

                                        2000            1999          1998
                                    -------------  -------------  ------------

        Salaries                    $      --      $       2,000  $     13,750
        Reports and publications              933            996           977
        Professional                        5,619          3,791         5,255
        Telephone, office
        supplies and other                 10,624          8,141         9,501
                                    -------------  -------------  ------------
        Total                       $      17,176  $      14,928  $     29,483
                                    =============  =============  ============

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.

        Deferred  income taxes on unrealized  losses in the amount $247, 032 due
        to the reduction in value of royalty  interests has not been  recognized
        in the financial  statements  due to the  uncertainty  of any future tax
        benefit. Likewise, deferred income taxes are not affected as a result of
        statutory depletion deductions taken for tax purposes.

                                       13
<PAGE>

                              EXCALIBUR INDUSTRIES

                   Notes to Consolidated Financial Statements
                                   (Unaudited)


Note 4 - Income Taxes (Continued)

        At May 31,  2000 the  Company has loss  carryforwards  of  approximately
        $215,000  for Federal tax  purposes  and $130,000 for State tax purposes
        that may be offset against  future  taxable income  (expiring on various
        dates through 2015).

Note 5 - 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.

                                       14
<PAGE>

EXCALIBUR INDUSTRIES                                                   FORM 10-K
                                                                       PART III
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      69      President, Chief Executive Officer and
                                          Chairman of Board of Directors

            Jack D. Powers        74      Vice-President and Director

            Charles O. Spielman   66      Secretary-Treasurer, Chief Financial
                                          Officer, and Director

Joseph  P.  Hubert  is  President  and Chief  Executive  Officer.  He has been a
self-employed  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 BA 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 driller for Longyear Drilling
Co.,  Boyles  Bros.  and Joy for many  years and  presently  is a  self-employed
drilling consultant.

Charles  O.  Spielman  was  elected  Secretary-Treasurer  and  to the  Board  of
Directors at a special  meeting of the Board effective July 1, 1999. He received
his B.S. degree in Geological  Engineering from Colorado School of Mines in 1955
and is a consulting mining geologist.

(c)  Excalibur has no full time employees.

(d)  There is no family relationship  between any Director and Executive Officer
     and/or any other Director or Executive Officer or nominee for Director.

(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, judgement, 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.

ITEM 11 - Management Remuneration

Excalibur and Mountain West Mines, Inc., has no employees or payroll and pays no
compensation  to  management.  However,  it does pay medical  insurance  for its
President and management for reimbursement of expenses.

                                       15
<PAGE>

EXCALIBUR INDUSTRIES                                                   FORM 10-K
                                                                       PART III

ITEM 12 - Security Ownership of Certain Beneficial Owners and Management

(a)  Security Ownership of Certain Beneficial Owners:
                                                      *Amount and       Percent
                                                       Nature of        of class
                      Name and Address                 Beneficial       as of
    Title of Class    of Beneficial owner              Ownership        5/31/00
    --------------    -----------------------------  --------------    ---------

    Common            Joseph P. Hubert                1,179,000           19.69%
                      1800 Lakeview Drive             Direct
                      Duluth, MN 55803

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

    Common            Robert H. Ruggeri               336,683             5.62%
                      3314 Music Lane                 Direct
                      Grand Junction, CO 81506

    Common            Jack D. Payne                   302,540             5.05%
                      Box 2951                        Direct
                      Grand Junction, CO 81501

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

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

(b)  Security Ownership of Management:

                                                      *Amount and       Percent
                                                       Nature of        of class
                           Name and Address            Beneficial       as of
    Title of Class       of Beneficial Owner           Ownership        5/31/00
    --------------    -----------------------------  --------------    ---------

    Common              Joseph P. Hubert               1,179,000         19.69%

    Common              Jack D. Powers                    25,000           .42%

    Common              Charles O. Spielman               50,000           .84%

    Common              Directors and Officers Group   1,254,000         20.95%

                                       16
<PAGE>

EXCALIBUR INDUSTRIES                                                   FORM 10-K
                                                                       PART III
ITEM 12 - Security  Ownership  of  Certain  Beneficial  Owners  and  Management,
(Continued)

    *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, 2000, 1999 and 1998, 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,
    2000.

(c) None

(d) None

                                       17
<PAGE>

EXCALIBUR INDUSTRIES                                                   FORM 10-K

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                                       By: /s/ Joseph P. Hubert
-----------------------------              ------------------------
                                           Joseph P. Hubert
                                           President, Chief Executive Officer
                                           and Chairman of Board of Directors




Date                                       By: /s/ Jack D. Powers
-----------------------------              ----------------------
                                           Jack D. Powers
                                           Secretary-Treasurer,
                                           Vice-President and Director

                                       18