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, 2001             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
                                                                    ------------

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

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

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

         None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirement for the past 90 days.

                  Yes     X                 No
                  -------------             --------------

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock, as of a specified date within 60 days prior to the date of filing.  As of
May 31, 2001, 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,  2001,  the
registrant  had total  outstanding  shares of 5,987,361,  $0.01 par value common
stock.


                                       -1-
<PAGE>


                              EXCALIBUR INDUSTRIES
                                     PART I

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

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

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

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

                                 URANIUM REPORT

POWDER RIVER BASIN-WYOMING

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

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

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

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

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

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

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


                                      -2-
<PAGE>


POWDER RIVER BASIN-WYOMING (Continued)

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

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

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

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

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

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

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

                                  SILVER REPORT

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

                                    BUSINESS

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

ITEM 2 - Properties
-------------------

Mountain  West  Mines,  Inc.  (Mountain  West)  a  wholly  owned  subsidiary  of
Excalibur,  owns a royalty  interest in  approximately  85 patented  lode mining
claims, and 8 unpatented lode mining claims in the Powder River Basin in Johnson
and Campbell  Counties,  Wyoming.  These  properties  had  capitalized  costs of
$347,032, and are directly related to the advance royalties received from Cliffs
as  described  in Item 1 of this Form  10-K.  The  extent of any ore  bodies and
related  possible  production  royalties is not  determinable  at this time. The
Board of Directors had determined,  however,  that a more realistic value should
be placed on the  books  for  financial  reporting  and  elected  to reduce  the
reported value for financial statement purposes to $100,000.


                                       -3-
<PAGE>


ITEM 2 - Properties (continued)
-------------------------------

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

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

                Surface acres included with mineral acres        309.000 acres

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

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

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

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

On June 28, 1990,  Everest  Minerals  sold the  remaining  270 claims to Quivira
Mining Company,  6305 Waterford  Boulevard,  Suite 325, Oklahoma City,  Oklahoma
73118,  a  subsidiary  of Rio Algom Ltd.,  a Canadian  based  world  producer of
uranium and other metals. Excalibur retains the right of reassignment along with
a variable overriding yellow cake royalty reservation of 2% to 6%.

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

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


                                       -4-
<PAGE>


ITEM 2 - Properties (Continued)
-------------------------------

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

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

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

ITEM 3 - Legal Proceedings
--------------------------

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

ITEM 4 - Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

(a-d)    No matters  were  submitted  to a vote of security  holders  during the
         quarter  ended  May  31,  2001  through   solicitation  of  proxies  or
         otherwise.  The last  annual  shareholder's  meeting of the Company was
         held November 18, 2000.

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,  2001 is
         1093.

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

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


                                       -5-
<PAGE>


ITEM 6 - Selected Financial Data For The Years Ended May 31:
------------------------------------------------------------
<TABLE>
<CAPTION>
                                  2001           2000           1999           1998           1997
                              -----------    -----------    -----------    -----------    -----------
<S>                           <C>            <C>            <C>            <C>            <C>
Total Revenues                $         0    $         0    $         0    $         0    $         0

Total Operating Expense            12,813         17,176         14,928         29,483         32,352
                              -----------    -----------    -----------    -----------    -----------

    Loss From Operations          (12,813)       (17,176)       (14,928)       (29,483)       (32,352)

Other Income                            0          7,188            201          1,280          2,645
                              -----------    -----------    -----------    -----------    -----------

    Income (Loss) -
        Before Income Taxes       (12,813)        (9,988)       (14,727)       (28,203)       (29,707)

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

    Net Income (Loss)             (12,913)       (10,088)       (14,827)       (28,303)       (29,807)

Retained Earnings (Deficit)
    Beginning of Year             (31,436)       (21,348)        (6,521)        21,782         51,589
                              -----------    -----------    -----------    -----------    -----------

Retained Earnings (Deficit)
    End of Year               $   (44,349)   $   (31,436)   $    21,348    $    (6,521)   $    21,782
                              ===========    ===========    ===========    ===========    ===========

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

Net Income (Loss) Per Share
    of Common Stock           $   (0.0022)   $   (0.0017)   $   (0.0025)   $   (0.0047)   $   (0.0050)
                              ===========    ===========    ===========    ===========    ===========

Total Assets -
    End of Year               $   108,435    $   112,348    $   122,436    $   137,369    $   165,701
                              ===========    ===========    ===========    ===========    ===========

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

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


                                       -6-
<PAGE>


ITEM 7 - Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------

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

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

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

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


                                       -7-
<PAGE>


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, 2001, 2000, and 1999, 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 18, 2001


                                       -9-
<PAGE>


                              EXCALIBUR INDUSTRIES

                           Consolidated Balance Sheets
                           May 31, 2001, 2000 and 1999
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                             2001         2000         1999
                                                        ---------    ---------    ---------

                                     ASSETS
                                     ------
<S>                                                     <C>          <C>          <C>
Current Assets
   Cash and certificates of deposit                     $     229    $   4,142    $  12,810
   Note receivable - current portion                         --           --            993
                                                        ---------    ---------    ---------
                  Total Current Assets                        229        4,142       13,803
                                                        ---------    ---------    ---------

Property and Equipment
   Mining properties and interests                        108,106      108,106      108,533
   Furniture and fixtures                                   2,354        2,354        2,354
   Mining equipment                                         1,347        1,347        1,347
                                                        ---------    ---------    ---------
                                                          111,807      111,807      112,234
   Accumulated depreciation                                (3,661)      (3,661)      (3,661)
                                                        ---------    ---------    ---------
                  Total Property and Equipment            108,146      108,146      108,573
                                                        ---------    ---------    ---------

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

                  Total Assets                          $ 108,435    $ 112,348    $ 122,436
                                                        =========    =========    =========

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

Current Liabilities
   Income tax payable                                   $     100    $     100    $     100
                                                        ---------    ---------    ---------

Other Liabilities
   Loans from stockholder                                   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)                            (44,349)     (31,436)     (21,348)
   Treasury stock, 10,000 shares, at cost                    (100)        (100)        (100)
                                                        ---------    ---------    ---------
                  Total Stockholders' Equity               99,335      112,248      122,336
                                                        ---------    ---------    ---------

                  Total Liabilities and Stockholders'
                     Equity                             $ 108,435    $ 112,348    $ 122,436
                                                        =========    =========    =========
</TABLE>


          See accompanying notes and accountants' compilation report.


                                      -10-
<PAGE>


                              EXCALIBUR INDUSTRIES

Consolidated Statements of Operations and Changes in Retained Earnings (Deficit)
                     Years Ended May 31, 2001, 2000 and 1999
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                         2001           2000           1999
                                                  -----------    -----------    -----------
<S>                                               <C>            <C>            <C>
Revenues
   Royalties                                      $      --      $      --      $      --
                                                  -----------    -----------    -----------

Operating Expenses
   Mining and related expenses                           --             --             --
   General and administrative                          12,813         17,176         14,928
                                                  -----------    -----------    -----------

                  Total Operating Expenses             12,813         17,176         14,928
                                                  -----------    -----------    -----------

                  Loss From Operations                (12,813)       (17,176)       (14,928)
                                                  -----------    -----------    -----------

Other Income
   Gain from sale of mining claim                        --            7,173           --
   Interest                                              --               15            201
                                                  -----------    -----------    -----------

                  Total Other Income                  (12,813)         7,188            201
                                                  -----------    -----------    -----------

                  (Loss) Before Income Taxes          (12,813)        (9,988)       (14,727)

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

                  Net (Loss)                          (12,913)       (10,088)       (14,827)

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

Retained Earnings (Deficit) - End of Year         $   (44,349)   $   (31,436)   $   (21,348)
                                                  ===========    ===========    ===========

Net (Loss) Per Share of Common Stock              $   (0.0022)   $   (0.0017)   $   (0.0025)
                                                  ===========    ===========    ===========

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


          See accompanying notes and accountants' compilation report.


                                      -11-
<PAGE>


                              EXCALIBUR INDUSTRIES

                      Consolidated Statements of Cash Flows
                     Years Ended May 31, 2001, 2000 and 1999
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                        2001        2000        1999
                                                    --------    --------    --------
<S>                                                 <C>         <C>         <C>
Cash Flows From Operating Activities
   Net (loss)                                       $(12,913)   $(10,088)   $(14,827)
   Adjustments to reconcile net loss to net
     cash provided by operating activities
        (Gain) on sale of assets                        --        (7,173)       --
        (Increase) decrease in:
          Notes receivable                              --           993       2,435
        Increase (decrease) in:
          Other taxes payable                           --          --          (106)
                                                    --------    --------    --------
                  Net Cash Used By Operating
                     Activities                      (12,913)    (16,268)    (12,498)
                                                    --------    --------    --------

Cash Flows From Investing Activities
   Proceeds from U. S. Treasury Bills                   --         7,600        --
                                                    --------    --------    --------

Cash flows From Financing Activities
   Proceeds from loans
     from stockholders                                 9,000        --          --
                                                    --------    --------    --------

                  Net Increase (Decrease) In Cash     (3,913)     (8,668)    (12,498)

Cash - Beginning of Year                               4,142      12,810      25,308
                                                    --------    --------    --------

Cash - End of Year                                  $    229    $  4,142    $ 12,810
                                                    ========    ========    ========


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


          See accompanying notes and accountants' compilation report.


                                      -12-
<PAGE>


                              EXCALIBUR INDUSTRIES

                   Notes to Consolidated Financial Statements
                                   (Unaudited)


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

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

         Mining Properties and Interests
         -------------------------------
         Mining claims, leases, and royalty interests are stated at cost, unless
         in the  judgement of the  Directors a lesser  amount is felt to be more
         appropriate due to a permanent  decline in value. No depletion has been
         charged  against  income  for  financial  statement  purposes,  but  is
         deducted  for Federal  income tax  purposes  when  allowable.  The full
         carrying  value  is  charged  against  income  at the  time  of sale 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>


                              EXCALIBUR INDUSTRIES

                   Notes to Consolidated Financial Statements
                                   (Unaudited)


Note 2 - Mining Properties and Interests (Continued)

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

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

         A summary of  capitalized  costs in the above  properties as of May 31,
         2001, 2000 and 1999 follows:

                           2001       2000       1999
                       --------   --------   --------

         Uranium       $100,000   $100,000   $100,000
         Silver           7,957      7,957      8,384
         Other              149        149        149
                       --------   --------   --------

               Total   $108,106   $108,106   $108,533
                       ========   ========   ========

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

         General and  administrative  expenses for the years ended May 31, 2001,
         2000 and 1999 follows:

                                       2001      2000      1999
                                    -------   -------   -------

         Salaries                   $  --     $  --     $ 2,000
         Reports and publications     1,069       933       996
         Professional                 4,593     5,619     3,791
         Telephone, office
           supplies and other         7,151    10,624     8,141
                                    -------   -------   -------

               Total                $12,813   $17,176   $14,928
                                    =======   =======   =======

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.


                                      -14-
<PAGE>


                              EXCALIBUR INDUSTRIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


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

         At May 31,  2001 the Company has loss  carryforwards  of  approximately
         $228,000  for Federal tax  purposes and $143,000 for State tax purposes
         that may be offset against  future taxable income  (expiring on various
         dates through 2016).

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         75     Vice-President and Director

           Charles O. Spielman    67     Secretary-Treasurer, Chief Financial
                                         Officer, and Director

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

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

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

(c)  Excalibur has no full time employees.

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

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

ITEM 11 - Management Remuneration
---------------------------------

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


                                      -16-
<PAGE>


ITEM 12 - Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------
<TABLE>
<CAPTION>

(a)  Security Ownership of Certain Beneficial Owners:

                                                                 *Amount and         Percent
                                                                 Nature of           of class
                             Name and Address                    Beneficial          as of
     Title of Class          of Beneficial owner                 Ownership           5/31/01
     --------------          -------------------                 ---------           -------

<S>                          <C>                                 <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           5/31/01
     --------------          -------------------                 ---------           -------

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

     Common                  Jack D. Powers                         25,000             .42%

     Common                  Charles O. Spielman                    50,000             .84%

     Common                  Directors and Officers Group        1,254,000           20.95%
</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 - 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, 2001, 2000 and 1999, 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,
2001.

(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 2, 2001                      By: /s/ Joseph P. Hubert
-------------------                      ------------------------
                                         Joseph P. Hubert
                                         President, Chief Executive Officer
                                         and Chairman of Board of Directors



Date August 2, 2001                      By: /s/ Jack D. Powers
-------------------                      ----------------------
                                         Jack D. Powers
                                         Vice-President and Director





<PAGE>