SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K/A*

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

      For the fiscal year ended May 31, 2005 Commission file Number 1-7602

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

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



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

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

         E-Mail Address:                              mhubert1@msn.com

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

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

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, 2005, 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,  2005,  the
registrant  had total  outstanding  shares of 5,987,261,  $0.01 par value common
stock.


*This amendment includes signatures and certifications. All other information is
unchanged.


                                     Page 1




<PAGE>

Securities and Exchange Commission - Form 10K
Excalibur Industries - May 31, 2005
Page 2

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

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

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

Excalibur's  uranium  position  in  Powder  River  Basin is  maintained  through
contracts and sole  ownership.  Uranium  production has been and is occurring on
properties  covered by  contract  and royalty  payments  due have not been paid.
Litigation  to establish  Excalibur's  contractual  rights has been filed in the
United States District Court for the District of Wyoming on April 20, 2004.

                                 URANIUM REPORT

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

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

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

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

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

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

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




<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2005
Page 3

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

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

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

C.       Cameco  Corporation,  (Canada),  (Power Resources Inc., a member of the
         Cameco  Group  of  Companies)  Cameco  Corporation  contends  it is the
         world's  largest  producer  of  uranium  and the  largest  supplier  of
         combined  uranium  and  conversion   services.   Through  a  series  of
         transactions, Cameco with its subsidiary Power Resources Inc., purports
         to have  acquired the Powder River Basin  operating  assets of CEGB and
         Uranerz/Cogema.  Excalibur  has not received  proper  documentation  of
         either acquisition.

         In July 2002,  Cameco  Corporation  (PRI) purchased the operating Smith
         Ranch ISL property  which is producing  yearly one million pounds plus.
         The Smith  Ranch is subject to the  MWM/Cliffs  agreements.  No royalty
         payments have been received to date.

         The following projects subject to Area of Interest royalty  obligations
         are listed in the Cameco  Corporation 2004 Annual  Information Form (in
         thousands):
<TABLE>
<CAPTION>

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

<S>                                         <C>                   <C>              <C>                <C>          <C>
               Ruby Ranch (1)               -------               5,082            862                581          -------
               Smith Ranch                      896              11,057            138              4,951            1,010
               North Butte/Brown (1)        -------               7,939        -------              6,778              734
               Ruth                         -------               1,470        -------                609          -------
               Reynolds Ranch               -------             -------          2,654              7,791            7,099
               Northwest Unit               -------             -------         -------             2,361            1,093
               Highland                       1,162               2,855          2,212                 92            1,977
</TABLE>

                  Total All Categories:     71,403,000 #U308

                  (Note  a  reduction  of   13,040,000   pounds  from  the  2003
         calculations.)

                  (1) Projects remain in Excalibur ownership  independent of the
         May 27, 2005 court case dismissal referred to on page 6, Item 3.

<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2005
Page 4

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

D. Qivira Mining Company (Rio Algom Ltd. - Canada)

         Rio Algom Ltd.  was  purchased  by BHP  Billiton  (England) in 2001 and
         reduced its  uranium  participation.  In 2001  Quivira  Mining  Company
         quitclaim re-assignment and conveyances by and among Quivira Mining and
         Everest Exploration their sum total of 5,000 acres of unpatented mining
         claims to Excalibur. Excalibur retained 100% claim ownership to six (6)
         known potential ISL reserves. These reserves are independently owned by
         Excalibur and not subject to the Cliffs/MWM agreements.

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

                                  SILVER REPORT

The Trust for Public Land  exercised  its option to purchase 18 patented  mining
claims (158 acres) in Ouray  County,  Colorado for the sum of $100,000,  on June
16, 2003. Excalibur has no further interest in the silver business.

                                    BUSINESS

Excalibur  is  natural  resource  oriented.  In the  past  its  activities  have
consisted of acquisition, mining and sale of mineral properties. Currently total
interest is centered on its holdings within the Powder River Uranium District of
Wyoming.  Optimism is found in the current recent price of uranium $29.00/LB.(+)
and the advent of the litigation.

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

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

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

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

<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2005
Page 5

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

The right of reassignment of all uranium mineral  properties  within the Area of
Interest is retained  by  Excalibur  as set forth by the May 17, 1967 Option and
Agreement.

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

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

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

Between the delinquent  royalty payments from the HUP and the Christianson Ranch
operations,  the advance  royalty  payment  obligation  of  $1,319,287  has been
satisfied.

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

In 2001, failing the contractual  obligation of furnishing  Excalibur with prior
written  notification,  Pathfinder Mines Inc. (Cogema) executed Special Warranty
Deeds with Cameco Corporation (Canada) through its wholly owned subsidiary Power
Resources  Inc.,  transferring   Pathfinder's  Powder  River  uranium  holdings.
Camecos' acquisition of that portion of Pathfinder's mineral properties acquired
from the Uranerz/Cliffs contract, commits Cameco and its wholly owned subsidiary
Power Resources Inc. to a second  acknowledgment  to the terms and conditions in
the May 17, 1967 Option and  Agreement  and Addenda  between  MWM/Cliffs.  These
mineral  lands are within the Area of  Interest  and are  subject to a 4% yellow
cake gross  royalty in  addition to the  royalty  obligations  inherent in their
title. The Special  Warranty Deed grants  Pathfinder a royalty interest in these
deposits contrary to the MWM/Cliffs agreement provisions.
<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2005
Page 6

ITEM 2 - PROPERTIES (Continued)

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 2% to 6%.  Everest  Minerals  determined  to  abandon  a  portion  of the
property and offered to re-convey it to Excalibur. Excalibur 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 retained the right of reassignment.

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

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

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 Trust for Public Land purchased 18 patented claims on June 16, 2003.

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

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

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

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

Linquist & Vennum  P.L.L.P.  is a 150-member  national law firm that has for the
past two years  researched  and  examined  our  position and agreed to represent
Mountain West Mines,  Inc. on a contingency  basis.  The legal team is headed by
Mr. Harold G. Morris, Jr., Esq.
<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2005
Page 7

ITEM 3 - LEGAL PROCEEDINGS, (continued)
---------------------------------------

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

On May 27,  2005,  Judge  Beaman  dismissed  our  complaint.  On  June 9,  2005,
Excalibur filed a plaintiffs'  objection to the report and recommendation by the
Magistrate Judge; no response to date from Judge Brimmer.

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,  2004  through   solicitation  of  proxies  or
         otherwise.  The last  annual  shareholder's  meeting of the Company was
         held November 15, 2004.


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,  2005 is
         1,090.

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

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

<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2005
Page 8
<TABLE>
<CAPTION>
ITEM 6 - SELECTED FINANCIAL DATA FOR THE YEARS ENDED MAY 31:

                                  2005            2004           2003           2002           2001
                               -----------    -----------    -----------    -----------    -----------
<S>                            <C>            <C>            <C>            <C>            <C>
Total Revenues                 $         0    $         0    $         0    $         0    $         0

Total Operating Expense             16,248         38,141         13,861         17,372         12,813
                               -----------    -----------    -----------    -----------    -----------

    Loss From Operations           (16,248)       (38,141)       (13,861)       (17,372)       (12,813)

Other Income (Expense)                   0              0         (9,352)             0              0
                               -----------    -----------    -----------    -----------    -----------

    Income (Loss) -
        Before Income Taxes        (16,248)       (38,141)       (23,213)       (17,372)       (12,813)

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

    Net Income (Loss) Before
        Extraordinary Gain         (16,348)       (38,241)       (23,313)       (17,472)       (12,913)

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

    Net Income (Loss)              (16,348)        51,237        (23,313)       (17,472)       (12,913)

Retained Earnings (Deficit)
    Beginning of Year              (33,897)       (85,134)       (61,821)       (44,349)       (31,436)
                               -----------    -----------    -----------    -----------    -----------

Retained Earnings (Deficit)
    End of Year                $   (50,245)   $   (33,897)   $   (85,134)   $   (61,821)   $   (44,349)
                               ===========    ===========    ===========    ===========    ===========

Average Shares of Common
    Stock Outstanding            5,987,261      5,987,261      5,987,261      5,987,261      5,987,361
                               ===========    ===========    ===========    ===========    ===========

Net Income (Loss) Per Share
    of Common Stock            $   (0.0027)   $    0.0085    $   (0.0039)   $   (0.0029)   $   (0.0022)
                               ===========    ===========    ===========    ===========    ===========

Total Assets -
    End of Year                $   105,414    $   111,145    $   108,597    $   110,958    $   108,435
                               ===========    ===========    ===========    ===========    ===========

Long-Term Obligations          $    11,000    $         0    $    49,852    $    29,000    $     9,000
                               ===========    ===========    ===========    ===========    ===========

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

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2005
Page 9

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
--------------------------------------------------------------------------------
Excalibur Industries  experienced  substantial  fluctuations in its consolidated
net income  over the past  several  years.  The Company  maintained  its mineral
properties and interest  throughout  that period of fluctuation  despite a large
drain on its financial resources. Management is now working to retain as much of
its mineral rights and interests as possible, considering its limited resources.

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

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

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





















<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2005
Page 10




                         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, 2005, 2004, and 2003, 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 Peterson, P.C.
---------------------------
Maxfield Peterson, P.C.
Grand Junction, Colorado
July 5, 2005







<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2005
Page11
<TABLE>
<CAPTION>
                          Consolidated Balance Sheets
                          May 31, 2005, 2004 and 2003
                                  (Unaudited)

                                                                                           2005           2004           2003
                                                                                       -----------    -----------    -----------

                                     ASSETS
                                     ------
<S>                                                                                    <C>            <C>            <C>
Current Assets
   Cash                                                                                $     5,314    $    11,045    $       391
                                                                                       -----------    -----------    -----------
Property and Equipment
   Mining properties and interests                                                         100,000        100,000        108,106
   Furniture and fixtures                                                                    2,354          2,354          2,354
   Mining equipment                                                                          1,347          1,347          1,347
                                                                                       -----------    -----------    -----------
                                                                                           103,701        103,701        111,807
   Accumulated depreciation                                                                 (3,661)        (3,661)        (3,661)
                                                                                       -----------    -----------    -----------
                  Total Property and Equipment                                             100,040        100,040        108,146
                                                                                       -----------    -----------    -----------

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

                  Total Assets                                                         $   105,414    $   111,145    $   108,957
                                                                                       ===========    ===========    ===========

                                                LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Income tax payable                                                                  $       100    $     1,363    $       100
                                                                                       -----------    -----------    -----------

Other Liabilities
   Loans from stockholder                                                                   11,000           --           40,500
   Accrued interest - loans from stockholder                                                   880           --            9,352
   Option to sell mining claims                                                               --             --              100
                                                                                       -----------    -----------    -----------

                  Total Other Liabilities                                                   11,880           --           49,952
                                                                                       -----------    -----------    -----------

                  Total Liabilities                                                         11,980          1,363         50,052
                                                                                       -----------    -----------    -----------

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)                                                             (50,245)       (33,897)       (85,134)
   Treasury Stock, 10,100 shares at cost                                                      (105)          (105)          (105)
                                                                                       -----------    -----------    -----------

                  Total Stockholders' Equity                                                93,434        109,782         58,545
                                                                                       -----------    -----------    -----------

                  Total Liabilities and Stockholders' Equity                           $   105,414    $   111,145    $   108,597
                                                                                       ===========    ===========    ===========
</TABLE>
See accompanying notes and accountants' compilation report.
<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2005
Page 12
<TABLE>
<CAPTION>
 Consolidated Statements of Operations and Changes in Retained Earnings (Deficit)
                     Years Ended May 31, 2005, 2004 and 2003
                                   (Unaudited)


                                                           2005           2004            2003
                                                        -----------    -----------    -----------
<S>                                                     <C>            <C>            <C>
Revenues
   Royalties                                            $      --      $      --      $      --
                                                        -----------    -----------    -----------
Operating Expenses
   Mining and related expenses                                 --             --             --
   General and administrative                                16,248         13,141         13,861
                                                        -----------    -----------    -----------

                  Total Operating Expenses                   16,248         13,141         13,861
                                                        -----------    -----------    -----------

                  (Loss) From Operations                    (16,248)       (13,141)       (13,861)

Other Income (Expense)
   Interest                                                    --             --           (9,352)
                                                        -----------    -----------    -----------

                  (Loss) Before Income Taxes                (16,248)       (38,141)       (23,213)

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

                  (Loss) Before Extraordinary Gain          (16,348)       (38,241)       (23,313)

Extraordinary Gain
   Gain from sale of mining claims, net of income tax          --           89,478           --
                                                        -----------    -----------    -----------

                  Net Income (Loss)                         (16,348)        51,237        (23,313)

Retained Earnings (Deficit) - Beginning of Year             (33,897)       (85,134)       (61,821)
                                                        -----------    -----------    -----------

Retained Earnings (Deficit) - End of Year               $   (50,245)   $   (33,897)   $   (85,134)
                                                        ===========    ===========    ===========

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

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

See accompanying notes and accountants' compilation report.


<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2005
Page 13
<TABLE>
<CAPTION>
                      Consolidated Statements of Cash Flows
                     Years Ended May 31, 2005, 2004 and 2003
                                   (Unaudited)


                                                                2005           2004           2003
                                                            -----------    -----------    -----------
<S>                                                         <C>            <C>            <C>
Cash Flows From Operating Activities
   Net income (loss)                                        $   (16,348)   $    51,237    $   (23,313)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities
        Extraordinary gain (expense) before income tax             --          (90,471)          --
        Increase (Decrease) in:
          Income tax payable                                     (1,263)         1,263           --
           Accrued interest - loans to shareholder                  880         (9,352)         9,352
                                                            -----------    -----------    -----------

                  Net Cash Used By Operating
                     Activities                                 (16,731)       (47,593)       (13,961)
                                                            -----------    -----------    -----------

Cash Flows From Investing Activities
   Sale of mining claims                                           --           98,847           --
   Option to sell mining claims                                    --             (100)           100
                                                            -----------    -----------    -----------

                  Net Cash Provided By Investing
                     Activities                                    --           98,747            100
                                                            -----------    -----------    -----------

Cash Flows From Financing Activities
   Loans from shareholders
     Additions                                                   11,000           --           11,500
     Reductions                                                    --          (40,500)          --
   Capital Stock transactions:
     Share repurchases                                             --             --             --
                                                            -----------    -----------    -----------

                  Net Cash Provided (Used) By
                     Financing Activities                        11,000        (40,500)        11,500
                                                            -----------    -----------    -----------

                  Net Increase (Decrease) In Cash                (5,731)        10,654         (2,361)

Cash - Beginning of Year                                         11,045            391          2,752
                                                            -----------    -----------    -----------

Cash - End of Year                                          $     5,314    $    11,045    $       391
                                                            ===========    ===========    ===========


Supplemental Disclosures
   Income taxes paid                                        $     1,363    $       100    $       100
   Interest Paid                                                   --            9,352           --
</TABLE>

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

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2005
Page 14

                   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.

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

        Earnings Per Share
        ------------------
        Earnings  per share of  common  stock are  computed  using the  weighted
        average number of common shares outstanding  during the period.  Primary
        and 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.
<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2005
Page 15

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

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

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

        Silver
        ------
        The Company owns various  interests in patented  mining  claims in Ouray
        County,  Colorado.  These  claims were sold during the fiscal year ended
        May 31, 2004, for $100,000.

        A summary of  capitalized  costs in the above  properties  as of May 31,
        2005, 2004 and 2003 follows:

                                        2005         2004         2003
                                     ----------   ----------   ----------

                       Uranium       $  100,000   $  100,000   $  100,000
                       Silver              --           --          7,957
                       Other               --           --            149
                                     ----------   ----------   ----------

                             Total   $  100,000   $  100,000   $  108,106
                                     ==========   ==========   ==========

Note 3 - General and Administrative Expense

        General and  administrative  expenses  for the years ended May 31, 2005,
2004 and 2003 follows:

                                        2005          2004         2003
                                      ----------   ----------   ----------

           Salaries                   $     --     $     --     $     --
           Reports and publications        1,659        1,447        1,223
           Professional                    4,368       27,852        4,773
           Telephone, office
             supplies and other            2,692        8,842        7,865
                                      ----------   ----------   ----------

                 Total                $   16,248   $   38,141   $   13,861
                                      ==========   ==========   ==========



<PAGE>

Securities and Exchange  Commission - Form 10-K
Excalibur  Industries - May 31,
2005 Page 16

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

Note 4 - Income Taxes
---------------------

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

        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.

        As of May 31, 2005, the Company has loss carry forwards of approximately
        $234,000  for Federal tax  purposes  and $175,000 for State tax purposes
        that may be offset against  future  taxable income  (expiring on various
        dates through 2024).

Note 5 - Gain From Sale of Mining Claims
----------------------------------------

        During the year ended May 31,  2004,  patented  mining  claims in Ouray,
        County, Colorado were sold for $100,000.

Note 6 - Litigation Costs
-------------------------

        In April, 2004 the Company filed a complaint for damages and declaratory
        judgment  versus  Cleveland  Cliffs  Iron  Company  for  unpaid  royalty
        payments.  Total  litigation  cost to the Company  consists of a $25,000
        advance payment for expenses to a law firm which has agreed to represent
        the Company on a contingency  basis for its fee. The ultimate outcome of
        the litigation cannot presently be determined.

        On May 27, 2005,  this  complaint was  dismissed;  however,  the Company
        filed a  plaintiffs'  objection  to this  finding on June 9,  2005.  The
        Company has not  received a response to its  objection as of this report
        date.

Note 7 - Operating Funds
------------------------

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

        In the interim, Joseph P. Hubert,  President and major stockholder,  has
        agreed to advance  operating  funds as  needed,  until  other  funds are
        available.  During  the year ended May 31,  2005,  Mr.  Huburt  advanced
        $11,000 to the Company.
<PAGE>

Securities and Exchange  Commission - Form 10-K
Excalibur  Industries - May 31,
2005 Page 17

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

        None
<TABLE>
<CAPTION>
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------

(a, b & e)             Name                Age                    Position
              ---------------------        ---     ------------------------------------------
<S>                                         <C>
              Joseph P. Hubert              74     President, Chief Executive Officer and
                                                   Chairman of Board of Directors

              Jack D. Powers                79     Vice-President and Director

              Dawn Carpenter                75     Vice-President and Director

              Marguerite Emanuel            72     Secretary
</TABLE>

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

Jack D.  Powers is  Vice-President.  He  obtained  a 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 manager for Longyear Drilling
Co.,  Boyles  Bros.  and Joy for many  years and  presently  is a  self-employed
drilling consultant.

Dawn L. Carpenter replaced Charles O. Spielman as  Vice-President/Treasurer  and
Director on July 28, 2003.  He received his B.S.  Degree from the  University of
Wyoming and has over thirty years as a Consulting  Landman in the oil,  gas, and
mining industries. Mr. Carpenter has had a forty-year association with Excalibur
Industries and its subsidiary, Mountain West Mines, and served in the past for a
number of years as its Vice-President and Director.

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

(c)  Excalibur has no full time employees.

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

(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.

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

<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2005
Page 18

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.

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

(a) Security Ownership of Certain Beneficial Owners:
<TABLE>
<CAPTION>
                                                                                               *Amount and         Percent
                                                                                               Nature of           of class
                             Name and Address                                                  Beneficial          as of
     Title of Class          of Beneficial owner                                               Ownership           5/31/05
     --------------          -----------------------------------------                         --------------      -------

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

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

     Common                  Robert H. Ruggeri                                                    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
</TABLE>

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

(b) Security Ownership of Management:
<TABLE>
<CAPTION>
                                                                     *Amount and         Percent
                                                                     Nature of           of class
                             Name and Address                        Beneficial          as of
     Title of Class          of Beneficial Owner                     Ownership           5/31/05
     --------------          -------------------------------         --------------      -------

<S>                                                                  <C>                 <C>
     Common                  Joseph P. Hubert                        1,179,000           19.69%

     Common                  Jack D. Powers                             25,000             .42%

     Common                  Dawn L. Carpenter                          52,500             .86%

     Common                  Marguerite Emanuel                        100,000            1.68%

     Common                  Directors and Officers Group            1,356,500           22.65%
</TABLE>

   *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.
<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2005
Page 19

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, 2004, 2003 and 2002, 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, 2005

(c)  None

(d)  None
<PAGE>

Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2005
Page 20

SIGNATURES

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


Date   July 18, 2005                By  /s/ Joseph P. Hubert
    -----------------------            -----------------------------------------
                                     Joseph P. Hubert
                                     President, Chief Executive Officer
                                     and Chairman of Board of Directors



Date   July 18, 2005                By  /s/ Jack D. Powers
    -----------------------            -----------------------------------------
                                     Jack D. Powers
                                     Vice-President and Director

<PAGE>