UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~August~~ November 3130, 2014

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

For the transition period from ____________________________________to______________________________________

Commission file number 1-7602

Excalibur Industries

(Exact name of registrant as specified in its charter)

Utah		87-0292122
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

Post Office Box 650, Hibbing, Minnesota		55746
(Address or principal executive offices)		(Zip Code)

218-262-6127

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 requirements for the past 90 days. YES ¨ NO þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ¨ NO þ

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated files, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨o Accelerated filer ¨o Non-accelerated filer ¨o Smaller reporting company þ (Do not check if a smaller reporting company) ~~Smaller reporting company þ~~

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ¨ NO þ

Number of shares of issuer’s common stock outstanding at ~~August~~November 3130, 2014: 6,012,361

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

CONSOLIDATED BALANCE SHEET

(Unaudited)

	For the Period Ended:
CURRENT ASSETS	~~Aug~~Nov. 3130, 2014			~~May~~Aug. 31, 2014
Cash and Cash Equivalents	$	336,~~979~~612		$	73,~~417~~979
Marketable Securities		7528,~~185~~411			6875,~~875~~185
Total Prepaid Insurance		~~8,250~~0			168,~~500~~250
Total Current Assets		8765,~~414~~023			9287,~~792~~414
Fixed Assets
Interest in Mining Properties		100,000			100,000
Deposits		60			60
TOTAL ASSETS	$	~~187~~165,~~474~~083		$	~~192~~187,~~852~~474
LIABILITIES & SHAREHOLDERS’ EQUITY
Accounts Payable	$	~~384~~440,~~136~~915		$	~~325~~384,~~263~~136
TOTAL LIABILITIES	$	~~384~~440,~~136~~915		$	~~325~~384,~~263~~136
STOCKHOLDERS’ EQUITY
Common Stock $.01 Par Value, Authorized 10,000,000 Shares 6,012,361 Shares issued including shares in Treasury		60,124			60,124
Paid-In Capital in excess of Par		83,810			83,810
Retained Earnings		(~~375~~455,~~877~~046	)		(~~311~~375,~~625~~877	)
Accumulated Other Comprehensive Income		35,385			35,385
Treasury Stock		(105	)		(105	)
TOTAL SHAREHOLDERS’EQUITY	$	(~~196~~275,~~663~~832	)	$	(~~132~~196,~~411~~663	)
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	$	~~187~~165,~~474~~083		$	~~192~~187,~~852~~474

See accompanying Notes.

CONSOLIDATED SATEMENTS OF INCOME, EXPENSE

AND RETAINED EARNINGS

FOR THE FISCAL QUARTERS ENDED

(Unaudited)

INCOME	~~Aug~~Nov. 3130, 2014			~~Aug~~Nov. 3130, 2013
Royalty Income	$	0		$	0
TOTAL INCOME	$	0		$	0
OPERATING EXPENSES
General and Administrative	$	6765,~~123~~159		$	818,~~398~~996
Professional Services		31,~~847~~336			3759,~~802~~129
Property, Payroll and Other Taxes		~~100~~0			~~444~~0
TOTAL OPERATING EXPENSES	$	7166,~~070~~495		$	~~119~~68,~~644~~125
OTHER INCOME/(EXPENSE)
Interest Expense	$	0		$	0
Interest and Dividend Income		1,~~108~~121			21,~~089~~960
Gain/(Loss) on Sale of Marketable Securities		5(13,~~710~~795	)		(61,~~456~~097	)
TOTAL OTHER INCOME	$	6(12,~~818~~674	)	$	(43,~~367~~057	)
NET INCOME/(LOSS)		(6479,~~252~~169	)		(~~124~~65,~~011~~068	)
Retained Earnings Beginning of Period		(~~311~~375,~~625~~877	)		12(111,~~019~~992	)
Retained Earnings End of Period		(~~375~~455,~~877~~046	)		(~~111~~177,~~992~~060	)
Average Shares Outstanding During Period		6,012,361			6,012,361
NET GAIN/(LOSS) PER SHARE	$	(0.~~06252~~07569	)	$	(0.~~01863~~01082	)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies Consolidation

The ~~consolidation~~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 state of Wyoming. All significant intercompany transactions have been eliminated from these statements.

Note 2 - Mining Properties and Interests

Excalibur and its subsidiary, Mountain West Mines, Inc., hold various mineral rights interests that are carried at a reporting value of $100,000 for financial statement purposes.

Note 3 - Operating Funds

Management has developed a plan to reduce or delay administrative costs to insure that Excalibur will continue to meet its obligations during the coming year.

In 2012, Excalibur entered in to a Management Services Agreement with Meriden Engineering LLC (“Meriden”) to perform certain management and consulting services with respect to mine performance and progress and royalty payment determinations, among others. Meriden has agreed to defer payments under this agreement until such a time that Excalibur has adequate funds. AtAs ~~August~~of 31November 30, 2014, Meriden was owed $~~238~~258,~~641~~670.6323.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks, uncertainties and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to, statements regarding estimation of uranium production and pricing, which are based on information from the uranium producers who are planning to produce uranium from lands in which the Company holds a royalty interest. Actual results and future developments could differ materially from the results or developments expressed in or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, volatility of uranium prices, market supply and demand, competition, environmental hazards, health and safety conditions, regulation or government action, litigation and uncertainties about estimates of reserves. For a discussion of the factors, including without limitation, those that could materially and adversely affect Excalibur’s actual results and performance, see “Risk Factors” set forth on pages 4 and 5 of Excalibur’s Annual Report on Form 10-K for the fiscal year ended May 31, 2014. Excalibur undertakes no obligation, other than that imposed by law, to make any revisions to the forward-looking statements contained in this filing or to update them to reflect circumstances occurring after the date of this filing.

This discussion should be read in conjunction with the condensed financial statements and notes presented in this Quarterly Report on Form 10-Q and the financial statements and notes in the last filed Annual Report on Form 10-K filed for the period ended May 31, 2014 for a full understanding of the Company’s financial position.

Background

Excalibur Industries (“Excalibur”) 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. (“Mountain West”), a Nevada corporation, which is now a wholly owned subsidiary of Excalibur. Excalibur and Mountain West are hereinafter collectively referred to as Excalibur or Company.

Excalibur is a natural resource business enterprise focused on uranium, an industry that has seen a long period of volatility in production and pricing following the 1979 incident at the Three Mile Island power station and 2011 earthquake and tsunami that struck Japan, crippling the Fukushima-Daiichi atomic power plant, and leading to the shutdown of nearly all reactors in the country. However, most industry analysts continue to forecast a positive future for the industry, including a major increase in pricing of yellowcake, in the long term.

Current Activity

Excalibur’s uranium position in the Powder River Basin is maintained by royalty agreements held by Excalibur ~~and Mountain West~~ with two uranium producers, Uranerz Energy Corporation (“Uranerz”) and Cameco Corporation (“Cameco”).

Uranerz has constructed a uranium processing facility at the Nichols Ranch property, in which Excalibur holds a royalty interest~~. On~~ ~~April~~(6% ~~15,~~or ~~2014,~~8% ~~Uranerz~~depending ~~received~~on the ~~final~~spot ~~approval~~price ~~from~~of ~~the~~uranium). As ~~Nuclear~~part ~~Regulatory~~of ~~Commission~~a to2005 ~~begin~~royalty ~~operations~~agreement atwith ~~Nichols~~Uranerz, ~~Ranch.~~ Excalibur ~~holds~~received aan 6%advance ~~or 8%~~ royalty ~~interest~~payment ~~(depending on the spot price~~ of ~~uranium) in the Nichols Ranch property~~$250,000.00. The Nichols Ranch isfacility ~~currently~~was commissioned in aApril ~~commissioning period~~2014, and uranium production began in June ~~of 2014~~. Uranerz ~~The~~has ~~June~~produced ~~production~~a ~~yielded~~total 14of 109,~~592~~763.0 pounds of uranium concentrate ~~and~~(“yellowcake”) ~~resulted~~from inthe aNichols ~~credit~~Ranch ofthrough ~~$25~~the 3rd Quarter,~~959.17~~ ~~towards~~resulting ~~the~~in ~~advance~~a royalty ~~balance~~credit of $203,947.97, which has ~~been~~ reduced toExcalibur’s ~~$224,040.83~~advance asroyalty ofrepayment ~~June~~obligation ~~30,~~to ~~2014~~$46,052.03. Uranerz ~~had~~is ~~planned~~expected to produce between ~~350~~500,000 and ~~500~~600,000 pounds of ~~yellowcake~~uranium inper ~~2014~~year from the Nichols Ranch ~~property but has experienced startup issues, common for a new operation, that have hampered production~~. The timing and amount of production by Uranez are subject to change and beyond the control of Excalibur.

Cameco continues ~~yellowcake~~uranium production from its facility at the North Butte property, in which ~~the~~Excalibur ~~Company~~ holds a 4% royalty interest. The royalty to be paid to Excalibur is based on Cameco’s quarterly average realized uranium price as reported in Cameco’s filings with the Securities and Exchange Commission. ~~Cameco~~As ~~produced~~part ~~257,651.7 pounds~~ of ~~yellowcake~~a ~~from~~1967 ~~the~~royalty ~~North~~agreement ~~Butte~~with ~~property~~Cleveland-Cliffs in(now ~~2014~~held ~~through~~by ~~June.~~ Cameco), ~~expects~~Excalibur received toan ~~increase~~advance ~~the~~royalty of $1,319,286.60. Royalty from 2013 North Butte production toreduced ~~700,000~~the ~~pounds~~advance ~~annually~~royalty balance by ~~2015~~$553,881.93. ~~Again~~In 2014, ~~the~~Cameco ~~timing~~has ~~and~~produced ~~amount~~393,002.1 pounds of ~~production~~yellowcake ~~reported~~from bythe ~~Cameco~~North ~~are~~Butte ~~subject~~property tothrough ~~change~~the ~~and~~3rd ~~are~~Quarter, ~~beyond~~resulting ~~the~~in ~~control~~a royalty credit of ~~Excalibur~~$725,288. 40, of which $9,549.68 was withheld by Cameco for Excalibur’s ~~production~~share ~~from~~of ~~North~~severance ~~Butte~~taxes, ~~for~~$14,306.53 ~~April-June~~was ~~resulted~~withheld infor aExcalibur’s ~~royalty~~share ~~credit~~ of ~~$227~~ad valorem taxes,~~269.91~~ and the remainder was applied to the Company’s advance royalty repayment obligation, reducing the balance to $~~298~~63,~~006~~972.8648. ~~The~~Cameco ~~total~~is ~~advance~~expected ~~royalty~~to ~~repayment~~increase ~~obligation~~the ~~for~~North ~~both~~Butte ~~Uranerz~~uranium ~~and~~production ~~Cameco~~to ~~is $522~~700,~~047~~000 pounds annually by 2016.69 Again, asthe timing and amount of ~~June~~production ~~30,~~reported ~~2014~~by Cameco are subject to change and are beyond the control of Excalibur.

The ~~Company~~total ~~has~~advance anroyalty ~~additional~~repayment ~~financial~~ obligation offor ~~$100,000.00~~both toUranerz ~~Cliffs~~and ~~Natural~~Cameco ~~Resources~~is ~~under~~$110,024.51 athrough ~~2009~~the ~~Settlement~~3rd ~~Agreement~~Quarter, ~~and Release~~2014.

~~Executive~~Excalibur ~~Compensation. The~~has ~~Company’s~~an ~~Board~~additional offinancial ~~Directors~~obligation ~~at their December 30 meeting approved executive compensation for Jay R. Mackie and Michael P. Johnson effective January 1, 2014, in the amount~~ of $11100,000 ~~per month for Mr~~.00 ~~Mackie~~to ~~and~~Cliffs ~~$1,250~~Natural ~~per~~Resources ~~month~~under ~~for~~a ~~Mr.~~2009 ~~Johnson,~~Settlement ~~with~~Agreement ~~all 2014 compensation deferred until May 15, 2015. As of August 31, 2014, $10,000 is owed to Mr. Johnson~~ and ~~$88,000 is owed to Mr~~Release. ~~Mackie.~~

~~Severance~~Executive ~~Pay~~Compensation. AtJay ~~the~~R. ~~Company~~Mackie, Excalibur’s ~~October~~President 16and ~~meeting~~CEO, ~~the~~is ~~Board~~compensated ~~approved~~at athe ~~severance~~rate ~~payment~~ of $~~100~~11,000.00 ~~for~~per ~~former~~month, ~~Company~~and ~~Secretary/Treasurer~~Michael ~~Marguerite~~P. ~~Emanuel~~Johnson, Excalibur’s Secretary and ~~$300~~Treasurer,~~000~~ ~~for~~is ~~the~~compensated ~~Company’s~~at ~~long~~the ~~standing~~rate ~~President~~of &$1,250.00 ~~CEO~~per ~~Joseph P~~month. ~~Hubert.~~ ~~Ms.~~All ~~Emanuel~~2014 ~~served~~compensation asis ~~Secretary/Treasurer~~deferred ofuntil ~~the~~May ~~Company~~15, ~~from~~2015. As ~~2001~~of toNovember ~~2012~~30, ~~without~~2014, ~~monetary compensation~~$121,000. ~~Mr.~~00 ~~Hubert~~ was ~~elected~~owed ~~President~~to &Mr. ~~CEO~~Mackie inand ~~1982~~$13,750 ~~and~~.00 ~~received~~was noowed ~~monetary~~to ~~compensation~~Mr. ~~from~~Johnson. At ~~1999~~their toNovember ~~his~~11, ~~retirement~~2014, inmeeting, ~~2012. These~~the ~~severance~~Board ~~payments~~of ~~are~~Directors deferred ~~until~~all ~~the~~2015 ~~Company’s~~executive ~~financial~~compensation ~~position~~to ~~allows~~December ~~payment~~15, 2015.

Severance Pay. Severance payments of $300,000.00 to Excalibur’s former president, Joseph P. Hubert, and $100,000.00 to Excalibur’s former secretary/treasurer, Marguerite Emanuel, were approved by the Board of Directors in 2013. These severance payments are deferred until the Company’s financial position allows payment.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

During the most recently completed fiscal quarter ended ~~August~~November 3130, 2014, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The Company currently is not a party to any material legal proceedings and, to management’s knowledge, no such proceedings are threatened or contemplated.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~None~~The annual meeting of the shareholders was held on November 11, 2014, at the office of the Company, 1910 8th Avenue East, Hibbing, Minnesota. With a quorum represented in person and by proxy, the shareholders re-elected Alan Nugent, John Morrow, Jay Mackie, Michael Johnson, and Howard Hilshorst to serve on the Board of Directors until their successors are duly elected and qualified. Jack Powers had informed the Company of his intention to retire at the end of this term and did not stand for re-election. The shareholders approved the appointment of Maxfield Peterson, P.C., as independent Certified Public Accountants of the Company for the ensuing year.

Item 6. Exhibits.

The following exhibits are attached to this Quarterly Report on Form 10-Q:

Exhibit No.		Description
Exhibit Number		Description
31.1-2		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
32.1-2		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Excalibur Industries
	Registrant: Excalibur Industries
	(Registrant)
January 8, 2015	By:	/s/ Jay R.Mackie
October 13, 2014	By:	/s/ Jay R. Mackie
		Jay R. Mackie
		President, Chief Executive Officer (Principal Executive Officer)
October 13, 2014		/s/ Michael P. Johnson
January 8, 2015	By:	/s/ Michael P. Johnson
		Michael P. Johnson
		Secretary and Treasurer (Principal Financial Officer)

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