<PAGE>

      As filed with the Securities and Exchange Commission on July __, 2003
                                                     Registration No. __________

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           Excalibur industries, inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                   03-0453686
--------------------------------------------------------------------------------
   (State or other jurisdiction               (IRS Employer Identification No.)
 of incorporation or organization)

             16825 Northchase Drive, Suite 630, Houston, Texas 77060
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

          EXCALIBUR INDUSTRIES, INC. 2003 EMPLOYEE STOCK INCENTIVE PLAN
             EXCALIBUR INDUSTRIES, INC. 2003 NON-EMPLOYEE DIRECTORS
                       AND CONSULTANTS RETAINER STOCK PLAN
                            (Full title of the plan)

                               William S.H. Stuart
                      President and Chief Executive Officer
                        16285 Northchase Drive, Suite 630
                              Houston, Texas 77060
                             -----------------------
                     (Name and address of agent for service)

                                 (281) 877-9700
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                                          Calculation of Registration Fee
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
                                                                               Proposed            Proposed
                      Title of                                                  maximum            maximum
                     securities                              Amount            offering           aggregate           Amount of
                       to be                                 to be               price             offering         registration
                     registered                          registered(1)         per share            price              fee(2)
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
Common Stock, $.001 par value to be issued pursuant
to the 2003 Excalibur Industries, Inc. Employee
Stock Incentive Plan and the 2003 Non-Employee
<S>                                                     <C>                        <C>              <C>                  <C>
Directors and Consultants Retainer Stock Plan           10,000,000 shares          $0.43            $4,300,000           $347.87
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
</TABLE>

(1)      This  Registration  Statement shall also cover any additional shares of
         common stock which  become  issuable  under the Plans being  registered
         pursuant  to  this  Registration  Statement  by  reason  of  any  stock
         dividend,   stock  split,   recapitalization   or  any  other   similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of our outstanding shares of common stock.

(2)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee pursuant to Rule 457(c) under the  Securities  Act of
         1933, as amended,  based upon the last sale of the Registrant's  common
         stock on July 17, 2003, as reported in the over-the-counter market.



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) the Securities Exchange Act of 1934:

         1.       Our Annual Report on Form 10-KSB for the fiscal year ended
                  December 31, 2002.

         2.       Our Quarterly Report on Form 10-QSB for the quarter ended
                  March 31, 2003.

         3.       Our Definitive Proxy Statement on Form 14A filed April 30,
                  2003.

         You may  request  a copy of  these  filings  at no cost by  writing  or
telephoning us at the following  address:  Matthew C. Flemming,  Chief Financial
Officer,  16825  Northchase  Drive,  Suite 630,  Houston,  Texas,  77060;  (281)
877-9700.

Item 4.  Description of Securities.

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel.

         Spectrum Law Group,  LLP and certain  affiliates of Spectrum Law Group,
LLP own  approximately  70,000  shares  of our  common  stock  and may be issued
additional shares pursuant to this offering.

Item 6.  Indemnification of Directors and Officers.

         Delaware Statutes

         Section  145 of the  Delaware  General  Corporation  Law,  as  amended,
provides for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:

         "(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.



                                       2
<PAGE>

         (b) A corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

         (c) To the extent  that a  director,  officer,  employee  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

         (d) Any  indemnification  under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in  subsections  (a) and (b) of this
section.  Such  determination  shall  be  made  (1) by a  majority  vote  of the
directors who are not parties to such action,  suit or  proceeding,  even though
less than a quorum, or (2) if there are no such directors,  or if such directors
so direct,  by  independent  legal counsel in a written  opinion,  or (3) by the
stockholders.

         (e)  Expenses  (including  attorneys'  fees)  incurred by an officer or
director in  defending  any civil,  criminal,  administrative  or  investigative
action,  suit or  proceeding  may be paid by the  corporation  in advance of the
final  disposition  of  such  action,  suit or  proceeding  upon  receipt  of an
undertaking  by or on behalf of such director or officer to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the  corporation  as  authorized  in  this  section.  Such  expenses  (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.

         (f) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant to, the other  subsections of this section shall not be deemed
exclusive  of any  other  rights  to  which  those  seeking  indemnification  or
advancement  of expenses  may be entitled  under any bylaw,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office.

         (g) A corporation  shall have power to purchase and maintain  insurance
on behalf of any person who is or was a director,  officer, employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

         (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,



                                       3
<PAGE>

joint venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.

         (i) For purposes of this  section,  references  to "other  enterprises"
shall include  employee  benefit plans;  references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.

         (j) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant  to,  this  section  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         (k) The Court of Chancery is hereby vested with exclusive  jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees). (Last amended by Ch.261,L.'94, eff.7-1-94.)"

Certificate of Incorporation

         Our Certificate of  Incorporation  provides that, to the fullest extent
permitted by Delaware  General  Corporation  Law, a director of our  corporation
shall not be liable to our corporation or its  stockholders for monetary damages
for breach of  fiduciary  duty.  Our Bylaws  also  contain a  provision  for the
indemnification of our directors (see "Indemnification of Directors and Officers
- Bylaws" below).

Bylaws

         Our Bylaws provide for the indemnification of our directors,  officers,
employees, or agents under certain circumstances as follows:

                                  "ARTICLE VII
                                 INDEMNIFICATION

         7.1 Authorization For  Indemnification.  The Corporation may indemnify,
in the  manner  and to the full  extent  permitted  by law,  any  person (or the
estate, heirs, executors, or administrators of any person) who was or is a party
to, or is threatened to be made a party to any threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the Corporation),  by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the Corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo  contendere or its equivalent  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be



                                       4
<PAGE>

in or not opposed to the best interests of the Corporation, and with respect to
any criminal action or proceeding, that he had reasonable cause to believe that
his conduct was unlawful.

         7.2 Advance of Expenses. Costs and expenses (including attorneys' fees)
incurred by or on behalf of a director or officer in defending or  investigating
any action, suit,  proceeding or investigation may be paid by the Corporation in
advance of the final  disposition  of such matter,  if such  director or officer
shall  undertake  in writing to repay any such  advances in the event that it is
ultimately determined that he is not entitled to indemnification.  Such expenses
incurred  by other  employees  and  agents  may be so paid upon  such  terms and
conditions,  if  any,  as  the  Board  deems  appropriate.  Notwithstanding  the
foregoing,  no advance shall be made by the  Corporation if a  determination  is
reasonably  and  promptly  made by the Board by a  majority  vote of a quorum of
disinterested  directors,  or (if such a quorum is not  obtainable  or,  even if
obtainable, a quorum of disinterested directors so directs) by independent legal
counsel in a written opinion, or by the stockholders, that, based upon the facts
known to the Board or counsel at the time such  determination  is made,  (a) the
director, officer, employee or agent acted in bad faith or deliberately breached
his duty to the  Corporation  or its  stockholders,  and (b) as a result of such
actions by the director,  officer, employee or agent, it is more likely than not
that it will ultimately be determined that such director,  officer,  employee or
agent is not entitled to indemnification.

         7.3 Insurance.  The Corporation may purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise  or as a member of any committee or similar
body against any liability  asserted against him and incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the Corporation
would  have the  power  to  indemnify  him  against  such  liability  under  the
provisions of this Article or applicable law.

         7.4 Non-exclusivity. The right of indemnity and advancement of expenses
provided  herein shall not be deemed  exclusive of any other rights to which any
person seeking  indemnification  or advancement of expenses from the Corporation
may be entitled  under any  agreement,  vote of  stockholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in  another  capacity  while  holding  such  office.  Any  agreement  for
indemnification of or advancement of expenses to any director, officer, employee
or other person may provide rights of indemnification or advancement of expenses
which are broader or otherwise different from those set forth herein."

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

Item 8.  Exhibits.

Exhibit
Number   Description
------   -----------

5.1      Opinion of Spectrum Law Group, LLP re: legality of shares.

4.1      Excalibur Industries, Inc. 2003 Employee Stock Incentive Plan

4.2      Excalibur Industries, Inc. 2003 2003 Non-Employee Directors and
         Consultants Retainer Stock Plan

23.1     Consent of Spectrum Law Group, LLP (filed as Exhibit 5.1 herein).

23.2     Consent of Cross and Robinson


Item 9.  Undertakings.

         A. The  undersigned  registrant  hereby  undertakes  to file during any
period  in  which  offers  or  sales  of  the   securities  are  being  made,  a
post-effective amendment to this Registration Statement



                                       5
<PAGE>

to include any material information with respect to the plan of distribution not
previously disclosed or any material change to such information set forth in the
Registration Statement.

                  B. The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  C. The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

                  D. The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  E. Insofar as  indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




                                       6
<PAGE>

                                   SIGNATURES

The Registrant

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Houston, State of Texas, on July 17, 2003.

                                  EXCALIBUR INDUSTRIES, INC.



                                  By: /s/ William S.H. Stuart
                                      ----------------------------------------
                                      William S.H. Stuart, Chairman,
                                      President and Chief
                                      Executive Officer

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.


<TABLE>
<CAPTION>
Signatures                                      Title                              Date
----------                                      -----                              ----
<S>                             <C>                                           <C>
/s/ William S. H. Stuart        Chairman of the Board, President,             July 17, 2003
------------------------        Chief Executive Officer
William S.H. Stuart

/s/ Matthew C. Flemming         Executive Vice President, Chief               July 17, 2003
------------------------        Financial Officer, Treasurer,
Matthew C. Flemming             Secretary, and Director

/s/ A. Earl Swift               Director                                      July 17, 2003
-----------------------
A. Earl Swift

/s/ Frank X. Marshik            Director                                      July 17, 2003
-----------------------
Frank X. Marshik
</TABLE>




                                       7
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 25842}]
{"company-data": {"conformed-name": "EXCALIBUR INDUSTRIES INC", "cik": "0001085254", "assigned-sic": "3440", "irs-number": "650735872", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107548", "film-number": "03816938"}, "business-address": {"street1": "16825 NORTHCHASE DRIVE", "street2": "SUITE 630", "city": "HOUSTON", "state": "TX", "zip": "77060", "phone": "3055390900"}, "mail-address": {"street1": "16825 NORTHCHASE DRIVE", "street2": "SUITE 630", "city": "HOUSTON", "state": "TX", "zip": "77090"}, "former-company": {"former-conformed-name": "GLOBAL REALTY MANAGEMENT GROUP INC", "date-changed": "20000411"}}
As filed with the Securities and Exchange Commission on July __, 2003
                                                     Registration No. __________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           Excalibur industries, inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                   03-0453686
--------------------------------------------------------------------------------
   (State or other jurisdiction               (IRS Employer Identification No.)
 of incorporation or organization)

             16825 Northchase Drive, Suite 630, Houston, Texas 77060
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

          EXCALIBUR INDUSTRIES, INC. 2003 EMPLOYEE STOCK INCENTIVE PLAN
             EXCALIBUR INDUSTRIES, INC. 2003 NON-EMPLOYEE DIRECTORS
                       AND CONSULTANTS RETAINER STOCK PLAN
                            (Full title of the plan)

                               William S.H. Stuart
                      President and Chief Executive Officer
                        16285 Northchase Drive, Suite 630
                              Houston, Texas 77060
                             -----------------------
                     (Name and address of agent for service)

                                 (281) 877-9700
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
Calculation of Registration Fee
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
                                                                               Proposed            Proposed
                      Title of                                                  maximum            maximum
                     securities                              Amount            offering           aggregate           Amount of
                       to be                                 to be               price             offering         registration
                     registered                          registered(1)         per share            price              fee(2)
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
Common Stock, $.001 par value to be issued pursuant
to the 2003 Excalibur Industries, Inc. Employee
Stock Incentive Plan and the 2003 Non-Employee
Directors and Consultants Retainer Stock Plan           10,000,000 shares          $0.43            $4,300,000           $347.87
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
(1)      This  Registration  Statement shall also cover any additional shares of
         common stock which  become  issuable  under the Plans being  registered
         pursuant  to  this  Registration  Statement  by  reason  of  any  stock
         dividend,   stock  split,   recapitalization   or  any  other   similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of our outstanding shares of common stock.

(2)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee pursuant to Rule 457(c) under the  Securities  Act of
         1933, as amended,  based upon the last sale of the Registrant's  common
         stock on July 17, 2003, as reported in the over-the-counter market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) the Securities Exchange Act of 1934:

         1.       Our Annual Report on Form 10-KSB for the fiscal year ended
                  December 31, 2002.

         2.       Our Quarterly Report on Form 10-QSB for the quarter ended
                  March 31, 2003.

         3.       Our Definitive Proxy Statement on Form 14A filed April 30,
                  2003.

         You may  request  a copy of  these  filings  at no cost by  writing  or
telephoning us at the following  address:  Matthew C. Flemming,  Chief Financial
Officer,  16825  Northchase  Drive,  Suite 630,  Houston,  Texas,  77060;  (281)
877-9700.

Item 4.  Description of Securities.

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel.

         Spectrum Law Group,  LLP and certain  affiliates of Spectrum Law Group,
LLP own  approximately  70,000  shares  of our  common  stock  and may be issued
additional shares pursuant to this offering.

Item 6.  Indemnification of Directors and Officers.

         Delaware Statutes

         Section  145 of the  Delaware  General  Corporation  Law,  as  amended,
provides for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:

         "(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

                                       2
(b) A corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

         (c) To the extent  that a  director,  officer,  employee  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

         (d) Any  indemnification  under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in  subsections  (a) and (b) of this
section.  Such  determination  shall  be  made  (1) by a  majority  vote  of the
directors who are not parties to such action,  suit or  proceeding,  even though
less than a quorum, or (2) if there are no such directors,  or if such directors
so direct,  by  independent  legal counsel in a written  opinion,  or (3) by the
stockholders.

         (e)  Expenses  (including  attorneys'  fees)  incurred by an officer or
director in  defending  any civil,  criminal,  administrative  or  investigative
action,  suit or  proceeding  may be paid by the  corporation  in advance of the
final  disposition  of  such  action,  suit or  proceeding  upon  receipt  of an
undertaking  by or on behalf of such director or officer to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the  corporation  as  authorized  in  this  section.  Such  expenses  (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.

         (f) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant to, the other  subsections of this section shall not be deemed
exclusive  of any  other  rights  to  which  those  seeking  indemnification  or
advancement  of expenses  may be entitled  under any bylaw,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office.

         (g) A corporation  shall have power to purchase and maintain  insurance
on behalf of any person who is or was a director,  officer, employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

         (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,

                                       3
joint venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.

         (i) For purposes of this  section,  references  to "other  enterprises"
shall include  employee  benefit plans;  references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.

         (j) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant  to,  this  section  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         (k) The Court of Chancery is hereby vested with exclusive  jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees). (Last amended by Ch.261,L.'94, eff.7-1-94.)"

Certificate of Incorporation

         Our Certificate of  Incorporation  provides that, to the fullest extent
permitted by Delaware  General  Corporation  Law, a director of our  corporation
shall not be liable to our corporation or its  stockholders for monetary damages
for breach of  fiduciary  duty.  Our Bylaws  also  contain a  provision  for the
indemnification of our directors (see "Indemnification of Directors and Officers
- Bylaws" below).

Bylaws

         Our Bylaws provide for the indemnification of our directors,  officers,
employees, or agents under certain circumstances as follows:

                                  "ARTICLE VII
                                 INDEMNIFICATION

         7.1 Authorization For  Indemnification.  The Corporation may indemnify,
in the  manner  and to the full  extent  permitted  by law,  any  person (or the
estate, heirs, executors, or administrators of any person) who was or is a party
to, or is threatened to be made a party to any threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the Corporation),  by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the Corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo  contendere or its equivalent  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be

                                       4
in or not opposed to the best interests of the Corporation, and with respect to
any criminal action or proceeding, that he had reasonable cause to believe that
his conduct was unlawful.

         7.2 Advance of Expenses. Costs and expenses (including attorneys' fees)
incurred by or on behalf of a director or officer in defending or  investigating
any action, suit,  proceeding or investigation may be paid by the Corporation in
advance of the final  disposition  of such matter,  if such  director or officer
shall  undertake  in writing to repay any such  advances in the event that it is
ultimately determined that he is not entitled to indemnification.  Such expenses
incurred  by other  employees  and  agents  may be so paid upon  such  terms and
conditions,  if  any,  as  the  Board  deems  appropriate.  Notwithstanding  the
foregoing,  no advance shall be made by the  Corporation if a  determination  is
reasonably  and  promptly  made by the Board by a  majority  vote of a quorum of
disinterested  directors,  or (if such a quorum is not  obtainable  or,  even if
obtainable, a quorum of disinterested directors so directs) by independent legal
counsel in a written opinion, or by the stockholders, that, based upon the facts
known to the Board or counsel at the time such  determination  is made,  (a) the
director, officer, employee or agent acted in bad faith or deliberately breached
his duty to the  Corporation  or its  stockholders,  and (b) as a result of such
actions by the director,  officer, employee or agent, it is more likely than not
that it will ultimately be determined that such director,  officer,  employee or
agent is not entitled to indemnification.

         7.3 Insurance.  The Corporation may purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise  or as a member of any committee or similar
body against any liability  asserted against him and incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the Corporation
would  have the  power  to  indemnify  him  against  such  liability  under  the
provisions of this Article or applicable law.

         7.4 Non-exclusivity. The right of indemnity and advancement of expenses
provided  herein shall not be deemed  exclusive of any other rights to which any
person seeking  indemnification  or advancement of expenses from the Corporation
may be entitled  under any  agreement,  vote of  stockholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in  another  capacity  while  holding  such  office.  Any  agreement  for
indemnification of or advancement of expenses to any director, officer, employee
or other person may provide rights of indemnification or advancement of expenses
which are broader or otherwise different from those set forth herein."

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

Item 8.  Exhibits.

Exhibit
Number   Description
------   -----------

5.1      Opinion of Spectrum Law Group, LLP re: legality of shares.

4.1      Excalibur Industries, Inc. 2003 Employee Stock Incentive Plan

4.2      Excalibur Industries, Inc. 2003 2003 Non-Employee Directors and
         Consultants Retainer Stock Plan

23.1     Consent of Spectrum Law Group, LLP (filed as Exhibit 5.1 herein).

23.2     Consent of Cross and Robinson

Item 9.  Undertakings.

         A. The  undersigned  registrant  hereby  undertakes  to file during any
period  in  which  offers  or  sales  of  the   securities  are  being  made,  a
post-effective amendment to this Registration Statement

                                       5
to include any material information with respect to the plan of distribution not
previously disclosed or any material change to such information set forth in the
Registration Statement.

                  B. The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  C. The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

                  D. The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  E. Insofar as  indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6
SIGNATURES

The Registrant

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Houston, State of Texas, on July 17, 2003.

                                  EXCALIBUR INDUSTRIES, INC.

                                  By: /s/ William S.H. Stuart
                                      ----------------------------------------
                                      William S.H. Stuart, Chairman,
                                      President and Chief
                                      Executive Officer

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
Signatures                                      Title                              Date
----------                                      -----                              ----
/s/ William S. H. Stuart        Chairman of the Board, President,             July 17, 2003
------------------------        Chief Executive Officer
William S.H. Stuart

/s/ Matthew C. Flemming         Executive Vice President, Chief               July 17, 2003
------------------------        Financial Officer, Treasurer,
Matthew C. Flemming             Secretary, and Director

/s/ A. Earl Swift               Director                                      July 17, 2003
-----------------------
A. Earl Swift

/s/ Frank X. Marshik            Director                                      July 17, 2003
-----------------------
Frank X. Marshik
7