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, 1999             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, 1999, 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,  1999,  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.

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

     (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  Corporation'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  it's
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
73ll8,  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.  Excalibut 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  from 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 designated Brown-TVA.

Excalibur owns patented mining claims in Ouray County, Colorado with capitalized
costs of $8,533. These properties were purchased as silver prospects and are not
active.

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, 1999 through solicitation of proxies or otherwise.  The last
      annual shareholder's meeting of the Company was held November 14, 1998.

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 July 3, 1999 is 1093.

ITEM 5 - Market  for the  Registrant's  Common  Equity and  Related  Stockholder
--------------------------------------------------------------------------------
Matters (Continued)
-------------------

(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

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

                             1999        1998        1997        1996        1995
                          ----------  ----------  ----------  ----------  ----------
<S>                       <C>         <C>         <C>         <C>         <C>
Total Revenues            $        0  $        0  $        0  $        0  $        0

Total Operating Expense       14,928      29,483      32,352      38,449      36,887
                           ---------   ---------   ---------   ---------   ---------

  Loss From Operations       (14,928)    (29,483)    (32,352)    (38,449)    (36,887)

Other Income                     201       1,280       2,645       4,437      23,110
                           ---------   ---------   ---------   ---------   ---------

  Income (Loss) -
    Before Income Taxes      (14,727)    (28,203)    (29,707)    (34,012)    (13,777)

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

  Net Income (Loss)          (14,827)    (28,303)    (29,807)    (34,112)    (13,877)

Retained Earnings (Deficit)
  Beginning of Year           (6,521)     21,782      51,589      85,701      99,578
                           ---------   ---------   ---------   ---------   ---------

Retained Earnings (Deficit)
  End of Year             $  (21,348) $   (6,521  $   21,782  $   51,589  $   85,701
                           =========   =========   =========   =========   =========

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         $  (0.0025) $  (0.0047) $  (0.0050) $  (0.0057) $  (0.0023)
                           =========   =========   =========   =========   =========

Total Assets -
  End of Year             $  122,436  $  137,369  $  165,701  $  195,583  $  229,647
                           =========   =========   =========   =========   =========

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, 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
----------------------------------------------------





























                                       -8-

<PAGE>

                         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, 1999, 1998 and 1997, 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 and Co., P.C.
Certified Public Accountants
Grand Junction, Colorado
July 7, 1999










                                       -9-

<PAGE>

<TABLE>
                              EXCALIBUR INDUSTRIES
                              --------------------

                           Consolidated Balance Sheets
                           May 31, 1999, 1998 and 1997
                                   (Unaudited)
<CAPTION>

                                                      1999          1998          1997
                                                   ---------     ---------     ---------
                                     ASSETS
                                     ------
<S>                                                <C>           <C>           <C>
Current Assets
  Cash and certificates of deposit                 $  12,810     $  25,308     $  12,051
  Note receivable - current portion                      993         2,435         2,082
  Investment in U.S. Treasury Bills                     --            --          39,687
                                                    --------      --------      --------
                Total Current Assets                  13,803        27,743        53,820
                                                    --------      --------      --------

Property and Equipment
  Mining properties and interests                    108,533       108,533       108,533
  Furniture and fixtures                               2,354         2,354         2,354
  Mining equipment                                     1,347         1,347         1,347
                                                    --------      --------      --------
                                                     112,234       112,234       112,234
  Accumulated depreciation                            (3,661)       (3,661)       (3,661)
                                                    --------      --------      --------
                  Total Property and Equipment       108,573       108,573       108,573
                                                    --------      --------      --------

Other Assets
  Note receivable - less current portion                --             993         3,248
  Deposits                                                60            60            60
                                                    --------      --------      --------
                  Total Other Assets                      60         1,053         3,308
                                                    --------      --------      --------

                Total Assets                       $ 122,436     $ 137,369     $ 165,701
                                                    ========      ========      ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities
  Income tax payable                               $     100     $     100     $     100
  Other taxes payable                                   --             106           135
                                                    --------      --------      --------
                Total Current Liabilities                100           206           235
                                                    --------      --------      --------

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)                        (21,348)       (6,521)       21,782
  Treasury stock, 10,000 shares, at cost                (100)         (100)         (100)
                                                    --------      --------      --------
                Total Stockholders' Equity           122,336       137,163       165,466
                                                    --------      --------      --------

                Total Liabilities and Stockholders'
                  Equity                           $ 122,436     $ 137,369     $ 165,701
                                                    ========      ========      ========
</TABLE>


          See accompanying notes and accountants' compilation report.


                                      -10-

<PAGE>

                              EXCALIBUR INDUSTRIES
                              --------------------
<TABLE>
Consolidated Statements of Operations and Changes in Retained Earnings (Deficit)
                     Years Ended May 31, 1999, 1998 and 1997
                                   (Unaudited)
<CAPTION>

                                                       1999              1998             1997
                                                    -----------      -----------      -----------
<S>                                                 <C>              <C>              <C>
Revenues
  Royalties                                         $      --        $      --        $      --
                                                    -----------      -----------      -----------

Operating Expenses
  Mining and related expenses                              --               --               --
  General and administrative                             14,928           29,483           32,352
                                                    -----------      -----------      -----------

               Total Operating Expenses                  14,928           29,483           32,352
                                                    -----------      -----------      -----------

               Loss From Operations                     (14,928)         (29,483)         (32,352)
                                                    -----------      -----------      -----------

Other Income
  Interest                                                  201            1,280            2,645
                                                    -----------      -----------      -----------

               (Loss) Before Income Taxes               (14,727)         (28,203)         (29,707)

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

               Net (Loss)                               (14,827)         (28,303)         (29,807)

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

Retained Earnings (Deficit) - End of Year           $   (21,348)     $    (6,521)     $    21,782
                                                    ===========      ===========      ===========

Net (Loss) Per Share of Common Stock                $   (0.0025)     $   (0.0047)     $   (0.0050)
                                                    ===========      ===========      ===========

Outstanding Number of Common Shares                   5,987,361        5,987,361        5,987,361
                                                    ===========      ===========      ===========
</TABLE>


          See accompanying notes and accountants' compilation report.


                                      -11-

<PAGE>

                              EXCALIBUR INDUSTRIES
                              --------------------

<TABLE>
                      Consolidated Statements of Cash Flows
                     Years Ended May 31, 1999, 1998 and 1997
                                   (Unaudited)
<CAPTION>
                                                    1999          1998          1997
                                                  --------      --------      --------
<S>                                               <C>           <C>           <C>
Cash Flows From Operating Activities
  Net (loss)                                      $(14,827)     $(28,303)     $(29,807)
  Adjustments to reconcile net loss to net
    cash provided by operating activities
      (Increase) decrease in:
           Notes receivable                          2,435         1,902         1,613
      Increase (decrease) in:
           Other taxes payable                        (106)          (29)          (75)
                                                  --------      --------      --------

              Net Cash Used By Operating
                Activities                         (12,498)      (26,430)      (28,269)
                                                  --------      --------      --------

Cash Flows From Investing Activities
  Proceeds from U. S. Treasury Bills                  --          39,687        25,079
                                                  --------      --------      --------

              Net Cash Provided by
            Investing Activities                      --          39,687        25,079
                                                  --------      --------      --------

              Net Increase (Decrease) In Cash      (12,498)       13,257        (3,190)

Cash - Beginning of Year                            25,308        12,051        15,241
                                                  --------      --------      --------

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


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


          See accompanying notes and accountants' compilation report.


                                      -12-

<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 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.

     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.


                                      -13-

<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.

     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, 1999,
     1998 and 1997 follows:

                    Uranium                   $ 100,000
                    Silver                        8,384
                    Other                           149
                                               --------
                      Total                   $ 108,533
                                               ========


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

     General and administrative  expenses for the years ended May 31, 1999, 1998
     and 1997 follows:

                                             1999          1998          1997
                                           --------      --------      --------
       Salaries                            $  2,000      $ 13,750      $ 17,800
       Reports and publications                 996           977         1,187
       Professional                           3,791         5,255         4,571
       Telephone, office
         supplies and other                   8,141         9,501         8,794
                                            -------       -------       -------

           Total                           $ 14,928      $ 29,483      $ 32,352
                                            =======       =======       =======


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 of $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.


                                      -14-

<PAGE>

                              EXCALIBUR INDUSTRIES
                              --------------------

                   Notes to Consolidated Financial Statements
                                   (Unaudited)



Note 4 - Income Taxes (Continued)
---------------------------------

     At May 31,  1999  the  Company  has  loss  carryforwards  of  approximately
     $205,000 for Federal tax purposes and $120,000 for State tax purposes  that
     may be offset  against  future  taxable  income  (expiring on various dates
     through 2014).

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.













                                      -15-

<PAGE>

EXCALIBUR INDUSTRIES                                                   FORM 10-K
                                                                       PART III

ITEM 9 - Disagreements on Accounting and Financial Disclosure
-------------------------------------------------------------

        None

ITEM 10 - Directors and Executive Officers of the Registrant
------------------------------------------------------------

(a,b & e)     Name              Age                 Position
          -------------------   ---  --------------------------------------
          Joseph P. Hubert       68  President, Chief Executive Officer and
                                     Chairman of Board of Directors

          Jack D. Powers         73  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 more than eight 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 BS 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.

Joyce Jones,  who was elected  Secretary-Treasurer  at the 1988 annual  meeting,
retired on June 30, 1999.  She served as  bookkeeper  for the Company since 1971
and was employed by a Certified Public Accountant in Moab, Utah.

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 BS 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
---------------------------------

(a)  Remuneration paid by Excalibur (none paid by Mountain West Mines, Inc.)

     (1)  Cash Compensation
     (i)  None
     (ii) All Officers and Directors (3) $2,720

(2)  Bonuses and Deferred Compensation - None


                                      -16-

<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     7/03/99
  --------------     -------------------              -----------   --------

  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, Utah 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

     *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     7/03/99
  --------------     -------------------              -----------   --------

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

  Common              Jack D. Powers                      25,000        .42%

  Common              Joyce Jones                         75,792       1.27%

  Common              Directors and Officers Group     1,279,792      21.38%

     *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.


                                      -17-

<PAGE>

EXCALIBUR INDUSTRIES                                                   FORM 10-K
                                                                       PART III

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, 1999, 1998 and 1997, 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,
     1999.

(c)  None

(d)  None


                                      -18-

<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      7/15/99                          By /s/ Joseph P. Hubert
    --------------------                      -------------------------------
                                           Joseph P. Hubert
                                           President, Chief Executive Officer
                                           and Chairman of Board of Directors



Date   July 28, 1999                        By /s/ Charles O. Spielman
    --------------------                      -------------------------------
                                            Charles O. Spielman
                                            Secretary-Treasurer,
                                            Chief Financial Officer,
                                            and Director