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, 2002            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)

P.O. Box 3551, Duluth, MN                                        55803
-----------------------------------------                  ----------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code             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, 2002, 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,  2002,  the
registrant  had total  outstanding  shares of 5,987,261,  $0.01 par value common
stock.


                                       1
<PAGE>


Securities and Exchange Commission - Form 10K
Excalibur Industries - May 31, 2002
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' 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 - 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
         defined as  Townships 33 through 50 North of Ranges 69 through 79 West,
         6th principal meridian.


                                       2
<PAGE>


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

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

         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 Uranez 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  Uranez,
         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
         Uranez.

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 Uranez/Cogema.  Excalibur has not received
         proper documentation of either acquisition.

         The following projects subject to Area of Interest royalty  obligations
         are listed in the Cameco Corporation 2001 Annual report:
<TABLE>
<CAPTION>

                Reserve Site                                          Million Lbs. U308
                ------------                                          -----------------
                                             Proven       Probable         Indicated         Inferred
                                             ------       --------         ---------         --------

<S>                                             <C>           <C>             <C>              <C>
                Highland                        5.1           .9              2.9              2.5
                North Butte/Brown               8.4          4.3              6.0              6.1
                Ruby Ranch                      3.1          1.7
                Taylor Ranch                                                                   10.0


 Note:    1)  The Greasewood deposit was not listed.
          2) The Grade/Thickness (GT) factor for reserve estimates was not revealed.
</TABLE>



D.       Quivira 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% claims  ownership to six
         (6) known  potential ISL  reserves.  These  reserves are  independently
         owned by Excalibur and not subject to the Cliffs/MWM agreements.

                                       3
<PAGE>


Securities and Exchange  Commission - form 10-K  Excalibur  Industries - May 31,
2002 Page 4

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

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

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,   mining  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 its leases and maintaining corporate viability.

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

Mountain  West  Mines,  Inc.  (Mountain  West)  a  wholly  owned  subsidiary  of
Excalibur,  owns a royalty  interest in  approximately  85 patented  lode mining
claims, and numerous  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  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 CEGB and
Power  Resources from Magnox  Electric plc (UK) along with the  obligations  and
conditions  set forth in the May 17,  1967  Option  and  Agreement  and  Addenda
between MWM/Cliffs.  The HUP production royalties have not been paid by Cameco's
operator, its wholly owned subsidiary Power Resources Inc.

The right of reassignment of all uranium mineral  properties  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 Uranez 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  Uranez to the  obligations as
conditions  set forth in the May 17,  1967  Option  and  Agreement  and  Addenda
between MWM/Cliffs.


                                       4
<PAGE>


ITEM 2 - PROPERTIES (continued)
-------------------------------

          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 Uranez' 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.

Between the delinquent  royalty payments from the HUP and the Christianson Ranch
operations,  the advance royalty payment  obligation of  $1,319,287.00  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 Uranez/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.

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.


                                       5
<PAGE>




Securities and Exchange Commission - Form 10-K
Excalibur Industries - May 31, 2002


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

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 reserve estimates are Texas Eastern Nuclear Inc., calculatons:
<TABLE>
<CAPTION>

         Deposit Area               Average Depth             Indicated Reserves                 Potential Reserves
         ------------               -------------             ------------------                 ------------------
<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  company  also  owned one  patented  mining  claim in Lake  County,
Colorado which was sold during the year ended May 31, 2000.

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

Management of the Registrant knows of no litigation 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,  2002  through   solicitation  of  proxies  or
         otherwise.  The last  annual  shareholder's  meeting of the Company was
         held November 19, 2001.

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, 2002 is 425.

(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.


                                       6
<PAGE>



Securities and Exchange  commission - Form 10-K  Excalibur  Industries - May 31,
2002 Page 7

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

                                                 2002           2001           2000           1999           1998
                                              -----------    -----------    -----------    -----------    -----------

<S>                                          <C>            <C>            <C>            <C>            <C>
Total Revenues                               $         0    $         0    $         0    $         0    $         0

Total Operating Expense                           17,372         12,813         17,176         14,928         29,483
                                             -----------    -----------    -----------    -----------    -----------

    Loss From Operations                         (17,372)       (12,813)       (17,176)       (14,928)       (29,483)

Other Income                                           0              0          7,188            201          1,280
                                             -----------    -----------    -----------    -----------    -----------

    Income (Loss) -
        Before Income Taxes                      (17,372)       (12,813)        (9,988)       (14,727)       (28,203)

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

    Net Income (Loss)                            (17,472)       (12,913)       (10,088)       (14,827)       (28,303)

Retained Earnings (Deficit)
    Beginning of Year                            (44,349)       (31,436)       (21,348)        (6,521)        21,782
                                             -----------    -----------    -----------    -----------    -----------

Retained Earnings (Deficit)
    End of Year                              $   (61,821)   $   (44,349)   $   (31,436)   $    21,348    $    (6,521)
                                             ===========    ===========    ===========    ===========    ===========

Average Shares of Common

    Stock Outstanding                          5,987,261      5,987,361      5,987,361      5,987,361      5,987,361
                                             ===========    ===========    ===========    ===========    ===========

Net Income (Loss) Per Share

    of Common Stock                          $   (0.0029)   $   (0.0022)   $   (0.0017)   $   (0.0025)   $   (0.0047)
                                             ===========    ===========    ===========    ===========    ===========

Total Assets -
    End of Year                              $   110,958    $   108,435    $   112,348    $   122,436    $   137,369
                                             ===========    ===========    ===========    ===========    ===========

Long-Term Obligations                        $    29,000    $     9,000    $         0    $         0    $         0
                                             ===========    ===========    ===========    ===========    ===========

Cash Dividends Declared
    Per Share of

        Common Stock                         $         0    $         0    $         0    $         0    $         0
                                             ===========    ===========    ===========    ===========    ===========
</TABLE>

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDUCTION
         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.


                                       7
<PAGE>

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 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, 2002, 2001, and 2000, and the related consolidated statements
of operations and changes in retained earnings (deficit), and cash flows for the
years then ended,  in accordance with Statements on Standards for Accounting and
Review   Services  issued  by  the  American   Institute  of  Certified   Public
Accountants.

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

/S/ Maxfield and Co., P.C.
----------------------------
    Maxfield and Co., P.C.
    Certified Public Accountants
    Grand Junction, Colorado

July 15, 2002


                                       9
<PAGE>




                           Consolidated Balance Sheets
                           May 31, 2002, 2001 and 2000
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                          2002         2001         2000
                                                                       ---------    ---------    ---------
                                                               ASSETS
                                                               ------

Current Assets
<S>                                                                    <C>          <C>          <C>
   Cash                                                                $   2,752    $     229    $   4,142
                                                                       ---------    ---------    ---------

Property and Equipment

   Mining properties and interests                                       108,106      108,106      108,106
   Furniture and fixtures                                                  2,354        2,354        2,354
   Mining equipment                                                        1,347        1,347        1,347
                                                                       ---------    ---------    ---------
                                                                         111,807      111,807      111,807
   Accumulated depreciation                                               (3,661)      (3,661)      (3,661)
                                                                       ---------    ---------    ---------
                  Total Property and Equipment                           108,146      108,146      108,146
                                                                       ---------    ---------    ---------

Other Assets

   Deposits                                                                   60           60           60
                                                                       ---------    ---------    ---------

                  Total Assets                                         $ 110,958    $ 108,435    $ 112,348
                                                                       =========    =========    =========

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

Current Liabilities

   Income tax payable                                                  $     100    $     100    $     100
                                                                       ---------    ---------    ---------

Other Liabilities

   Loans from stockholder                                                 29,000        9,000         --
                                                                       ---------    ---------    ---------

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)                                           (61,821)     (44,349)     (31,436)
   Treasury stock, 10,100 shares, (10,000 shares
     1999 - 2001) at cost                                                   (105)        (100)        (100)
                                                                       ---------    ---------    ---------
                  Total Stockholders' Equity                              81,858       99,335      112,248
                                                                       ---------    ---------    ---------

                  Total Liabilities and Stockholders'
                     Equity                                            $ 110,958    $ 108,435    $ 112,348
                                                                       =========    =========    =========
</TABLE>



          See accompanying notes and accountants' compilation report.


                                       10
<PAGE>



<TABLE>
<CAPTION>


                          Consolidated Statements of Operations and Changes in Retained Earnings (Deficit)
                                               Years Ended May 31, 2002, 2001 and 2000
                                                             (Unaudited)


                                                                                   2002             2001              2000
                                                                               -----------      -----------       -----------
Revenues
<S>                                                                           <C>              <C>               <C>
   Royalties                                                                  $       --       $       --        $       --
                                                                               -----------      -----------       -----------
Operating Expenses

   Mining and related expenses                                                         --               --                --
   General and administrative                                                       17,372           12,813            17,176
                                                                               -----------      -----------       -----------

                  Total Operating Expenses                                          17,372           12,813            17,176
                                                                               -----------      -----------       -----------

                  Loss From Operations                                            (17,372)          (12,813)          (17,176)
                                                                               -----------      -----------       -----------

Other Income

   Gain from sale of mining claim                                                      --              --               7,173
   Interest                                                                            --              --                  15
                                                                               -----------      -----------       -----------

                  Total Other Income                                                   --           (12,813)            7,188
                                                                               -----------      -----------       -----------

                  (Loss) Before Income Taxes                                      (17,372)          (12,813)           (9,988)

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

                  Net (Loss)                                                      (17,472)         (12,913)           (10,088)

Retained Earnings (Deficit) - Beginning of Year                                   (44,349)         (31,436)           (21,348)
                                                                               -----------      -----------       -----------

Retained Earnings (Deficit) - End of Year                                     $   (61,821)     $   (44,349)      $    (31,436)
                                                                               ==========       ==========        ===========

Net (Loss) Per Share of Common Stock                                          $   (0.0029)     $   (0.0022)      $    (0.0017)
                                                                               ==========       ==========        ===========

Outstanding Number of Common Shares                                             5,987,261        5,987,361         5,987,361
                                                                               ==========      ===========        ===========

          See accompanying notes and accountants' compilation report.



</TABLE>

                                       11
<PAGE>



                      Consolidated Statements of Cash Flows
                     Years Ended May 31, 2002, 2001 and 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      2002              2001              2000
                                                                    --------          --------          --------

Cash Flows From Operating Activities
<S>                                                                 <C>               <C>               <C>
   Net (loss)                                                       $(17,472)         $(12,913)         $(10,088)
   Adjustments to reconcile net loss to net
     cash provided by operating activities
        (Gain) on sale of assets                                        --                --              (7,173)
        (Increase) decrease in:
          Notes receivable                                              --                --                 993
                                                                    --------          --------          --------
                  Net Cash Used By Operating

                     Activities                                      (17,472)          (12,913)          (16,268)
                                                                    --------          --------          --------

Cash Flows From Investing Activities

   Proceeds from U. S. Treasury Bills                                   --                --               7,600
                                                                    --------          --------          --------

Cash flows From Financing Activities
   Proceeds from loans

     from stockholders                                                20,000             9,000              --
   Capital Stock transactions:
     Share repurchases                                                    (5)             --                --
                                                                    --------          --------          --------

                  Net Cash Provided

                     By Financing Activities                          19,995             9,000              --
                                                                    --------          --------          --------

                  Net Increase (Decrease) In Cash                      2,523            (3,913)           (8,668)

Cash - Beginning of Year                                                 229             4,142            12,810
                                                                    --------          --------          --------

Cash - End of Year                                                  $  2,752          $    229          $  4,142
                                                                    ========          ========          ========


Supplemental Disclosures

   Income taxes paid                                                $    100          $    100          $    100

</TABLE>

          See accompanying notes and accountants' compilation report.


                                       12
<PAGE>



                   Notes to Consolidated Financial Statements
                                   (Unaudited)


Note 1 - Summary of Significant Accounting Policies
---------------------------------------------------

        Consolidation
        -------------

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

        Mining Properties and Interests
        -------------------------------

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

        Depreciable Property and Equipment
        ----------------------------------

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

        Deferred Income Taxes
        ---------------------

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

        Earnings Per Share
      ------------------

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

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

        Uranium
        -------

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


                                       13
<PAGE>



                   Notes to Consolidated Financial Statements
                                   (Unaudited)


Note 2 - Mining Properties and Interests (Continued)
----------------------------------------------------

        Silver
        ------

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

         A summary of  capitalized  costs in the above  properties as of May 31,
         2002, 2001 and 2000 follows:

                                 2002       2001       2000
                               --------   --------   --------

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

                       Total   $108,106   $108,106   $108,106
                               ========   ========   ========

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

        General and  administrative  expenses  for the years ended May 31, 2002,
2001 and 2000 follows:

                                               2002      2001      2000
                                             -------   -------   -------

Salaries                                     $  --     $  --     $  --
Reports and publications                       1,764     1,069       933
Professional                                   3,816     4,593     5,619
Telephone, office
  supplies and other                          11,792     7,151    10,624
                                             -------   -------   -------

      Total                                  $17,372   $12,813   $17,176
                                             =======   =======   =======

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.

                                       14
<PAGE>

        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.


<PAGE>


                   Notes to Consolidated Financial Statements
                                   (Unaudited)

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

        At May 31,  2002 the  Company has loss  carryforwards  of  approximately
        $245,000  for Federal tax  purposes  and $160,000 for State tax purposes
        that may be offset against  future  taxable income  (expiring on various
        dates through 2017).

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.

        In the interim,  Joseph P. Hubert,  President and major  shareholder  of
        Company,  has agreed to advance operating funds, as needed,  until other
        funds become available.



                                       15
<PAGE>


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

        None

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

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

            Joseph P. Hubert        70   President, Chief Executive Officer and
                                         Chairman of Board of Directors

            Jack D. Powers          76   Vice-President and Director

            Charles O. Spielman     68   Treasurer and Director

            Marguerite Emanuel      68   Secretary

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.

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

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,
     2001  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.

                                       16
<PAGE>

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           5/31/02
     --------------          -----------------------------------------   --------------      -------
<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

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

(b)  Security Ownership of Management:

                                                                         *Amount and         Percent
                                                                         Nature of           of class
                             Name and Address                            Beneficial          as of
     Title of Class          of Beneficial Owner                         Ownership           5/31/02
     --------------          ----------------------------------------    --------------      -------

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

     Common                  Jack D. Powers                                 25,000              .42%

     Common                  Charles O. Spielman                            50,000              .84%

     Common                  Marguerite Emanuel                            100,000             1.68%

     Common                  Directors and Officers Group                1,354,000            22.63%

</TABLE>



                                       17
<PAGE>



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 - CERTAOM 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, 2002, 2001 and 2000, 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,
     2002.

(c)  None

(d)  None



                                       18
<PAGE>




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  August 7, 2002         By  /S/ Joseph P. Hubert
    --------------------       ---------------------------------------------
                                     Joseph P. Hubert
                                     President, Chief Executive Officer
                                     and Chairman of Board of Directors



Date  August 7, 2002         By  /S/ Jack D. Powers
    --------------------       ---------------------------------------------
                                     Jack D. Powers
                                     Vice-President and Director




                                       19
<PAGE>