UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended May 31, ~~2014~~2015

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

For the transition period ~~from ___________to ___________~~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)

Registrant’s telephone number, including area code (218) 262-6127

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 $0.01 per share)		None

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

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨ NO þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: YES ¨ NO þ

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 check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.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)

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. As of ~~November~~May 3031, ~~2012~~2015, and as of the date of this report, there has been no bid or asked prices available, nor has there been any market for or trading of the Company’s stock for many years.

DOCUMENTS INCORPORATED BY REFERENCE

None

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 2

PART I

Item 1. Business.

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 languished for decades following the 1979 Three Mile Island power station incident, and, more recently, the 2011 earthquake and tsunami that severely damaged Japan’s Fukushima Daiichi power station. However, most industry pundits are cautiously forecasting a positive future for the industry, including an increase in pricing of yellowcake, in the long term.

Excalibur’s uranium position in the Powder River Basin is maintained by royalty agreements held by Excalibur and Mountain West with uranium producers. Uranium production on the North Butte property began in July 2013. ~~Operations~~Uranium production began on the Nichols Ranch property in ~~April~~June 2014~~, with uranium production expected when startup debugging is complete~~. ~~Both~~Excalibur ~~operations~~is ~~are~~receiving ~~expected to provide a~~ royalty income tofrom ~~Excalibur~~both ~~in the fourth quarter of 2014 once repayment of advance royalty is complete~~operations.

The current Excalibur officers are Jay R. Mackie, President and Chief Executive Officer; ~~Jack D. Powers, Vice President;~~ and Michael P. Johnson, Secretary/Treasurer. The Board of Directors is made up of Jay R. Mackie, Chairman, Howard W. Hilshorst, Michael P. Johnson, John T. Morrow, ~~Jack~~Alan DE. ~~Powers~~Nugent, and ~~Alan~~Zachary EA. Nugent.

Powder River Basin, Wyoming - History

Mountain West Mines, Inc.

Beginning in 1965, Mountain West Mines, Inc., a private corporation with extensive uranium property holdings in Utah, founded by Claude E. Nugent, Robert H. Ruggeri, and Joseph P. Hubert, operated the underground Betty Mine and the open pit Glade Mine in the Elk Ridge, Utah, uranium district. Each operation was closed upon the completion of their respective Atomic Energy Commission contracts.

Joseph P. Hubert, CPG, conducted full-time uranium exploration in the 1960s. In 1966, Mountain West Mines began its successful geologic exploration of the Powder River, Wyoming, uranium district. A large scale mineral property acquisition program was begun, along with the initiation of the district reconnaissance drill hole fence project.

In 1967, the nuclear power industry revived its interest in uranium fuels, and the Powder River Basin began to attract major corporate attention. Mountain West, in order to maintain viability, was forced to seek outside financial assistance.

Cliffs Natural Resources (formerly The Cleveland-Cliffs Iron Company)(“Cliffs”)

Mountain West and Cliffs entered into a series of contractual arrangements to provide financing for Excalibur, which included an Option and Agreement dated May 17, 1967, an Addendum dated August 29, 1968, an Addenda dated August 31, 1976, and a Deed and Agreement dated October 20, 1976 (the “Cliffs Option and Agreements”). In 1969, Mountain West deeded the majority of its mining claims to Cliffs, reserving a future royalty interest.

Excalibur retained a 4% yellowcake royalty on all production resulting from the operations of Cliffs, its assigns and/or successors in interest within an Area of Interest (AMI) defined as Townships 33 through 50 North of Ranges 69 through 79 West of the 6th Principal Meridian. The AMI was then understood to be a common business franchise restriction for protection of both principals. The Collins Draw In Situ Leaching (ISL) pilot program produced a minor royalty credit to Excalibur.

In 1986, Cliffs sold its interest in the North Bing and Four Mile properties (now part of Cameco’s Ruby Ranch project) to Central Electricity Generating Board Exploration (“CEGB”), subject to the terms and conditions of the Cliffs Option and Agreements. Cliffs retained reimbursement responsibility for the AMI royalty obligation to Excalibur payable by its successor in interest within the AMI, less subject lands. In the event of project abandonment by CEGB (et al.), the properties would be returned to Cliffs. In 1996, Power Resources, Inc., acquired these properties from CEGB.

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 3

In 1987, Cliffs sold its interest in the Greasewood Creek and North Butte projects to Uranerz USA, Inc, subject to the terms and conditions of the Cliffs Option and Agreements. Cliffs retained reimbursement responsibility for any AMI royalty obligations to Excalibur payable by its successor in interest within the AMI, less subject lands. In the event of project abandonment by Uranerz USA, the properties would be returned to Cliffs. In 1991, Uranerz USA assigned these properties to Pathfinder Mines Corporation. In 2001, Power Resources, Inc., acquired these properties from Pathfinder.

Cliffs subsequently sold its rights to recover Excalibur’s advance royalty credit of $1,319,~~268~~286.60 to Uranerz USA. The right of recovery is now held by Pathfinder and was repaid in 1Q 2015.

The Cliffs Option and Agreements have been the basis for extended litigation between Mountain West and Cliffs. Under the terms of a 2009 Settlement Agreement, Excalibur is to pay Cliffs $100,000.00 in two annual payments of $50,000.00 each from royalty proceeds from the North Butte and Ruby Ranch properties now under lease to Cameco. The first installment is expected to be paid by December 31, 2015 and the second by December 31, 2016.

Item 1A. Risk Factors.

1. ~~Unaudited~~Market ~~Financial~~Effect ~~Statements. The financial statements~~ of ~~the~~Fukushima ~~Company~~Daiichi ~~for~~Power ~~the~~Station years ended May 31, 2014, 2013, and 2012, which are contained in this Report, are unaudited compilations accompanied by Accountant’s Compilation Report, which states in part, “We have not audited or reviewed the accompanying financial statements and, accordingly, do not express an opinion or provide any assurance about whether the financial statements are in accordance with the accounting principles generally accepted in the United States of AmericaDisaster.” The ~~Securities~~market ~~Exchange~~for ~~Act~~uranium ofmay ~~1933~~continue ~~regulations~~to ~~promulgated~~be ~~thereunder~~affected ~~(collectively~~by the ~~“Act”)~~events ~~requires~~at ~~audited~~Japan’s ~~financial~~Fukushima ~~statements~~Daiichi ofpower ~~the Company be set forth in this Report; therefore~~station, ~~this~~which ~~report~~was isheavily ~~not~~damaged in ~~compliance with the Act~~2011.

2. Future Regulations. The ~~absence~~nuclear ofpower ~~audited~~industry ~~financial~~may ~~statements~~be ~~and~~subject anto ~~auditor’s~~further ~~report~~regulations ~~may~~with ~~affect~~respect ~~the~~to ~~Company~~existing and future power plants, which could result in a ~~variety~~decommissioning of ~~ways:~~existing ~~(A)~~plants ~~the Securities~~ and ~~Exchange~~added ~~Commission~~expense ~~may~~for ~~take~~future ~~enforcement~~power ~~action;~~plants ~~and~~resulting ~~(B)~~in ~~the~~a ~~Company~~decision ~~may~~by ~~find~~power itproducers ~~more~~to ~~difficult~~go to ~~secure~~alternative ~~equity~~sources ~~financing~~of ~~or debt financing~~energy.

23. ~~Market~~Delay ~~Effect~~or Interruption of ~~Fukushima~~Anticipated ~~Daiichi~~Revenue. ~~Power~~Financing ~~Station~~may ~~Disaster.~~be ~~The~~needed ~~market~~if ~~for~~the ~~uranium~~streams ~~may~~of ~~continue~~royalty torevenue beanticipated ~~affected~~ by the ~~events~~Company atfrom ~~Japans’s~~Cameco ~~Fukushima~~and ~~Daiichi~~Uranerz ~~power~~are ~~station,~~delayed ~~which~~or ~~was heavily damaged in 2011~~interrupted, and ~~continues~~such tofinancing bemay innot ~~the~~be ~~news~~available ~~due~~or toavailable ~~radioactive~~upon ~~leakage~~terms ~~and~~satisfactory ~~containment~~to ~~problems~~the Company.

34. ~~Future Regulations~~Environmental. ~~The~~Operators ~~nuclear~~in ~~power~~the ~~industry~~mining ~~may~~operations beare ~~subject~~heavily toregulated ~~further~~and ~~regulations~~are responsible for violating their permits with respect to ~~existing~~air ~~power~~and ~~plans~~water and ~~future~~general ~~power~~operations, ~~plants~~and enforcement of such regulations may curtail production and reduce royalties. In addition, ~~which~~lawsuits ~~could~~may ~~result~~be inbrought aagainst ~~decommissioning~~the operator and/or the holder of ~~existing~~the ~~plants~~mineral rights by governmental agencies and/or ~~added~~private ~~expense~~parties ~~for~~in ~~future~~some ~~power~~instances. ~~plants~~The ~~resulting~~Company inhas not operated a ~~decision~~mine byfor ~~power~~many ~~producers~~decades toand gohas tono ~~alternative~~intention ~~sources~~of becoming an operator of ~~energy~~a mine at this time.

4. Delay or Interruption of Anticipated Revenue. Financing may be needed if the streams of royalty revenue anticipated by the Company from Cameco and Uranerz are delayed or interrupted, and such financing may not be available or available upon terms satisfactory to the Company.

5. Environmental. Operators in the mining operations are heavily regulated and are responsible for violating their permits with respect to air and water and general operations, and enforcement of such regulations may curtail production and reduce royalties. In addition, lawsuits may be brought against the operator and/or the holder of the mineral rights by governmental agencies and/or private parties in some instances. The Company has not operated a mine for many decades and has no intention of becoming an operator of a mine at this time.

6. Repayment of Advanced Royalties and Cliffs Settlement. The Company has repayment obligations totaling $875,276.77 from advance royalties received and from the Cliffs settlement (see Note 6 of the Notes to Consolidated Financial Statements) that limit its income stream from production royalty payments, further straining the Company’s already lean financial position during the repayment period, which is dependent upon production and pricing levels that are beyond the control of the Company.

Item 2. Properties.

The principal assets of Excalibur are as follows:

Mountain West holds a royalty interest in patented and unpatented mining claims held by Power Resources, Inc. (“Cameco”), including properties known as North Butte, Ruby Ranch, and Greasewood. In 2013, the Company successfully negotiated a new royalty agreement with Cameco to replace the pricing methodology of an outdated agreement. The royalty rate is 4%, and the new agreement bases the royalty calculation on Cameco’s quarterly average realized uranium price as reported in Cameco’s filings with the Securities and Exchange Commission.

2. Excalibur and Uranerz Energy ~~Corporatin~~Corporation (“Uranerz”) exercised an Option and Purchase Agreement on December 9, 2005, on approximately 14,000 acres of mineral rights, including properties known as Nichols Ranch, Hank, Niles Ranch, Willow Creek, Verna Ann, and Doughstick (the “Agreement”). Pursuant to the Agreement, Excalibur granted Uranerz an option on the properties, which it subsequently exercised in 2006 and paid an advance royalty to Excalibur of $250,000. Under the Agreement, Uranerz is to pay royalty to Excalibur based on the spot price of yellowcake (U3O8) as reported by Ux per calendar quarter. If the average spot price of uranium for any calendar quarter is $45.00 per pound or less, the royalty rate is 6%, and if the average sport price is $45.01 per pound or higher, the royalty rate is 8%.

3. The 2,000,000 share warrants of Uranerz stock that Excalibur acquired in 2010 in exchange for its Powder River Drill Hole Library - strike price $3.00 - four-year term with schedule execution, expiring at the end of June 2014. Several unsuccessful attempts were made to extend the warrant expiration. This asset will likely be lost, largely due to the extended depressed state of the uranium industry and resultant low stock price for Uranerz, which provided no opportunity to exercise the warrants under the Company’s current administration.

4.EXCALIBUR The August 22, 1973 Mining Deed (Part I and II) between Mountain West and American Nuclear Corporation (“ANC”), on mining claims reserving a 2.5% royalty interest to Mountain West. The project became part of a joint venture between ANC and the Tennessee Valley Authority (“TVA”). This project area was known as Brown-TVA. At public auction in 1991, ANC/TVA sold this project, along with their entire holdings, to General Atomic. In 1992, General Atomic sold this same project to Pathfinder. On June 11, 1999, Pathfinder (Cogema) acknowledged ownership, with 2.5% royalty obligations to Mountain West. In 2001, Pathfinder sold the Brown deposit to Power Resources. Excalibur retains a 2.5% royalty from the ANC contract. Further research is underway to determine the current status of these properties.INDUSTRIES

InForm July 2013, Cameco began uranium production from the North Butte property, in which the Company holds a 4% royalty interest. Cameco produced 280,873 pounds of yellowcake from the North Butte property in 2013 and 133,974.2 pounds in the first quarter of 2014. Cameco expects to increase the North Butte production to 700,000 pounds annually by 2015. Again, the timing and amount of production reported by Cameco are subject to change and are beyond the control of the Company. Cameco’s production from the North Butte for the period 3Q 201310-2Q 2014 resulted in a royalty credit of $795,009.83 applied to the Company’s advance royalty repayment obligation, reducing the balance to $525,276.77, and a payment of $9,549.68 for Excalibur’s share of the 2013 severance taxes.K

~~Uranerz~~May ~~received final approval from the Nuclear Regulatory Commission (NRC) to begin operating its newly constructed Nichols Ranch facility on April 15~~31, 2014. The Company holds a 6% or 8% (depending on the spot price of uranium) royalty interest in the Nichols Ranch property. After startup debugging, Uranerz will begin uranium production from the Nichols Range, with a goal to produce between 350,000 and 500,000 pounds of yellowcake annually. The timing and amount of production by Uranez are subject to change and beyond the control of the Company. The Company has an advance royalty repayment obligation of $250,000.00 to Uranerz once production commences.2015

~~The~~Page total advance royalty repayment obligation for both Uranerz and Cameco is now $775,276.77. In addition, the Company has a payment obligation of $100,000.00 to Cliffs from the 2009 Settlement Agreement.4

~~Company~~3. ~~representatives~~The ~~have~~August ~~visited~~22, 1973 Mining Deed (Part I and II) between Mountain West and American Nuclear Corporation (“ANC”), on mining claims reserving a 2.5% royalty interest to Mountain West. The project became part of a joint venture between ANC and the ~~properties~~Tennessee Valley Authority (“TVA”). This project area was known as Brown-TVA. At public auction in ~~2013~~1991, ~~and~~ANC/TVA ~~2014~~sold this project, along with their entire holdings, to General Atomic. In 1992, General Atomic sold this same project to Pathfinder. On June 11, 1999, Pathfinder (Cogema) acknowledged ownership, with 2.5% royalty obligations to Mountain West. In 2001, Pathfinder sold the Brown deposit to Power Resources. Excalibur retains a 2.5% royalty from the ANC contract.

4The 2,000,000 share warrants of Uranerz stock that Excalibur acquired in 2010 in exchange for its Powder River Drill Hole Library - strike price $3.00 - four-year term with schedule execution, expired June 30, 2014, after several unsuccessful attempts were made to extend the warrant expiration. The extended depressed state of the uranium industry and resultant low stock price for Uranerz provided no opportunity to exercise the warrants under the Company’s current administration.

Cameco produced 494,191.9 pounds of yellowcake from the North Butte property in 2014 and 94,040.5 pounds in the first quarter of 2015. Based on Cameco’s published production outlook for 2015, North Butte production is estimated to be about 329,000 pounds. The timing and amount of production reported by Cameco are subject to change and are beyond the control of the Company. After repayment of the advanced royalty of $1,319,286.60, Excalibur received royalty payments from Cameco totaling $288,031.97 through the first quarter of 2015.

Uranerz produced 190,845 pounds of yellowcake from the Nichols Ranch property in 2014 and 60,935.0 pounds in the first quarter of 2015. Based on Uranerz’ published production figures, Nichols Ranch production is estimated to be about 377,000 pounds. The timing and amount of production reported by Uranerz are subject to change and are beyond the control of the Company. After repayment of the advanced royalty of $250,000.00, Excalibur received royalty payments from Uranerz totaling $268,879.26 through the first quarter of 2015.

Item 3. Legal Proceedings.

None

Item 4. Mine Safety Disclosures.

Not applicable

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 5

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a)	Lack of Market: The stock of Excalibur was formerly traded on the Intermountain Stock Exchange in Salt Lake City, Utah, until October 31, 1986, when it was delisted. Since such date, there has been no established public trading market for Excalibur securities.

(b)

Securities Issued During the Last Three Years: Securities were issued to directors and officers in consideration for services performed and to be performed (see Item 11, Executive Compensation). The securities issued were common stock and warrants to purchase common stock. The shares issued and the warrants issued were non-transferrable except pursuant to registration or exemption from registration under the Securities Act of 1933 and applicable state security laws and shares issuable upon the exercise of the warrants were also non-transferable except for registration or exemption from registration under the Securities Act of 1933 and applicable state security laws. All shares and warrants to purchase shares and shares issuable upon exercise of a warrant bear a restrictive legend restricting transfer except upon registration or exemption from registration and require a reasoned opinion of the record owner’s legal counsel and the consent of the Company to transfer. Each of the officers and directors being issued shares has signed a letter of investment intent stating that they are acquiring the shares and/or warrants as an investment and not with a view for resale. The exemption claimed for the issuance of the warrants and the shares to the officers and directors is pursuant to an exemption claimed under Section 4(2) of the Securities Act of 1933 for the issuance of securities not involving a public offering. See Item 11, Executive Compensation, for further details regarding the issuance of such securities.

The Company has not repurchased any of its securities.

Item 6. Selected Unaudited Financial Data.

	2014			2013			2012
	2015			2014			2013
Total Revenues	$	0556,911		$	0		$	0
Total Operating Expenses		~~326~~291,~~665~~107			~~105~~326,~~938~~665			22105,~~113~~938
Income/(Loss) from Operations		~~(326~~265,~~665~~804	)		(~~105~~326,~~938~~665	)		(22105,~~113~~938	)
Other Income (Expense)		37,~~465~~985			83,~~259~~465			158,~~454~~259
Income/(Loss) Before Income Taxes		~~(323~~273,~~200~~789	)		(97323,~~679~~200	)		(697,~~659~~679	)
Provision for Income Taxes		~~444~~100			~~133~~444			~~128~~133
Net Income/(Loss) Before Extraordinary Gain		~~(323~~273,~~644~~689	)		(97323,~~812~~644	)		(697,~~787~~812	)
Extraordinary Gain		0			0			0
Net Income/(Loss)		~~(323~~273,~~644~~689	)		(97323,~~812~~644	)		(697,~~787~~812	)
Retained Earnings/Deficit) Beginning of Year	$	12(311,~~019~~625	)	$	~~109~~12,~~831~~019		$	~~116~~109,~~618~~831
Retained Earnings/(Deficit) End of Year	$	(~~311~~37,~~625~~936	)	$	12(311,~~019~~625	)	$	~~109~~12,~~831~~019
Average Shares of Common Stock Outstanding		6,012,361			6,012,361			56,~~997~~012,361
Net Income/(Loss) Per Share of Common Stock	$	(0.~~0538~~0455	)	$	(0.~~0163~~0538	)	$	( 0.~~0011~~0163	)
Total Assets - End of Year	$	~~192~~424,~~852~~601		$	~~249~~192,~~211~~852		$	~~273~~249,~~574~~211
Long-Term Obligations	$	0		$	0		$	0
Cash Dividends Declared Per Share of Common Stock	$	0		$	0		$	0

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 6

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Excalibur, for ~~approximately~~ the past approximately 20 years, has adopted a policy designed to husband the Company’s assets and retain as much of its mineral interests as possible taking into account the depressed market for uranium and Excalibur’s limited resources. The Company recognized that it would have to rely on royalty income from its most promising properties and that it had little if any control over when uranium producers with which it had royalty agreements would commence mining. The records show that during the period of 1993 to ~~May~~January 31, ~~2014~~2015, with exception of 2006, the Company had zero royalty income. Form 10-K of the Company for 2006 indicates that the Company received advanced royalty from Uranerz Energy Corporation of $250,000. The lack of royalties was noted in Excalibur’s 10-K Annual Report for 1998, wherein it is stated that “…advanced payments ended in May 1992 after which time no additional payments will be received until production commences. Other than interest income, no other continuing material cash inflows are known to management or anticipated at this time based on current agreements.” The husbanding policy of the Company was ~~and is~~ a survival policy which may have worked. However, one consequence is that the Company has not had audited financial statements since 1988 and cannot have a market for its shares without first attaining necessary financial audits for multiple years and compliance with all reporting standards of the Securities and Exchange Commission at considerable expense. Compliance measures are underway.

The Company’s administrative and leasehold affairs are managed by Meriden Engineering LLC, a Minnesota limited liability company, situated in Hibbing, Minnesota (“Meriden”). ~~Meriden~~With ~~is required by contract to submit an annual budget to~~ the Company for approval. Compensation is earned by Meriden on an hourly basis for services performed at a rate of $175 per hour. While Meriden will issue monthly invoices for services rendered, payment is not due until royalty payments commence and are received. After commencement of royalty ~~payments occurs~~income, Meriden ~~will prepare an annual budget for periods after the commencement of royalty payments and Meriden~~’s ~~compensation will be a~~ management fee ~~equal~~will tobe 5% of the gross royalty revenue received by the Company. Extraordinary events or issues beyond the scope of the budget will be negotiated between Meriden and the Company as additional compensation. In addition, as an incentive, 5% of actual gross increase in the Company’s consolidated revenues during each calendar year from all sources other than royalties shall be paid to Meriden. In the event the Company is sold, all deferred compensation will be paid in full, and in addition, a one-time termination fee in the amount of $250,000 will be paid to Meriden.

Uranium production began at the North Butte property (Cameco) in 2013 and at the Nichols Ranch is(Uranerz) ~~expected~~in to2014. The beCompany inreceived ~~production~~its infirst ~~the~~royalty ~~second~~payment ~~half~~in ofJanuary ~~2014. Royalty~~2015 ~~income~~after isrepaying ~~expected~~over to$1.6 bemillion ~~received~~in byadvance ~~the~~royalty, ~~Company~~most inof ~~the~~which ~~fourth~~dated ~~quarter~~back ofto ~~2014~~the 1960s.

In light of these recent developments, management has a reasonable expectation that there will be an income stream to the Company to provide liquidity. In the event the stream of revenue does not occur, the Company will, if necessary, attempt to secure loans or sell assets.

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 7

Item 8. Financial Statements and Supplementary Data.

Accountant’s 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, ~~2014~~2015, ~~2013~~2014, and ~~2012~~2013, and the related consolidated statements of income, retained earnings, and cash flows for the year then ended. We have not audited or reviewed the accompanying financial statements and, accordingly, do not express an opinion or provide any assurance about whether the financial statements are in accordance with accounting principles generally accepted in the United States of America.

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America and for designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of the financial statements.

Our responsibility is to conduct the compilation in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. The objective of a compilation is to assist management in presenting financial information in the form of financial statements without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the financial statements.

The companying financial statements do not meet requirements of Article 8 of Regulation S-X.

Maxfield Peterson, P.C.

Grand Junction, Colorado

~~July~~August 2226, ~~2014~~2015

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 8

See accompanying Notes and Accountant’s Compilation Report.

CONSOLIDATED BALANCE SHEETS

MAY 31, ~~2014~~2015, ~~2013~~2014, ~~2012~~2013

(Unaudited)

ASSETS	For the Period Ended:
CURRENT ASSETS	~~2014~~2015			~~2013~~2014			~~2012~~2013
Cash and Cash Equivalents	$	7288,~~417~~880		$	177,~~120~~417		$	1117,~~903~~120
Marketable Securities		6822,~~875~~263			~~115~~68,~~791~~875			~~161~~115,~~571~~791
Total Prepaid Insurance		1613,~~500~~398			16,~~240~~500			016,240
Total Current Assets		92324,~~792~~541			~~149~~92,~~151~~792			~~173~~149,~~474~~151
Fixed Assets
Interest in Mining Properties		100,000			100,000			100,~~040~~000
Deposits		60			60			60
TOTAL ASSETS	$	~~192~~424,~~852~~601		$	~~249~~192,~~211~~852		$	~~273~~249,~~574~~211
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts Payable	$	~~325~~302,~~263~~288		$	68325,~~844~~263		$	068,844
TOTAL LIABILITIES	$	~~325~~302,~~263~~288		$	68325,~~844~~263		$	~~100~~68,844
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		$	5960,~~974~~124
Paid-In Capital in excess of Par		83,810			83,810			83,810
Retained Earnings		(~~311~~37,~~625~~936	)		12(311,~~019~~625	)		~~109~~12,~~831~~019
Accumulated Other Comprehensive Income		3516,~~385~~420			2435,~~519~~385			1924,~~964~~519
Treasury Stock		(105	)		(105	)		(105	)
TOTAL SHAREHOLDERS’ EQUITY	$	~~(132~~122,~~411~~313	)	$	~~180~~(132,~~367~~411	)	$	~~273~~180,~~474~~367
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	$	~~192~~424,~~852~~601		$	~~249~~192,~~211~~852		$	~~273~~249,~~574~~211

See accompanying Notes and Accountant’s Compilation Report.

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 9

CONSOLIDATED SATEMENTS OF INCOME, EXPENSE

AND RETAINED EARNINGS

FOR THE FISCAL YEARS ENDED MAY 31, ~~2014~~2015, ~~2013~~2014, ~~2012~~2013

(Unaudited)

INCOME	~~2014~~2015			~~2013~~2014			~~2012~~2013
Royalty Income	$	0556,911		$	0		$	0
TOTAL INCOME	$	0556,911		$	0		$	0
OPERATING EXPENSES
General and Administrative	$	~~173~~201,~~479~~424		$	34173,~~631~~479		$	7834,631
Professional Services		~~153~~89,~~186~~683			71153,~~307~~186			2271,~~035~~307
TOTAL OPERATING EXPENSES	$	~~326~~291,~~665~~107		$	~~105~~326,~~938~~665		$	22105,~~113~~938
OTHER INCOME (EXPENSE)
Interest Expense		0			0			0
Interest and Dividend Income		73,~~408~~080			47,~~865~~408			124,~~293~~865
Gain (Loss) on Sale of Marketable Securities		(34,~~943~~905	)		(3,~~394~~943	)		3,~~161~~394
TOTAL OTHER INCOME		37,~~465~~985			83,~~259~~465			158,~~454~~259
INCOME /(LOSS) BEFORE INCOME TAXES	$	~~(323~~273,~~200~~789	)	$	(97323,~~679~~200	)	$	(697,~~659~~679	)
Provision for Income Taxes		~~444~~100			~~133~~444			~~128~~133
NET INCOME (LOSS)	$	~~(323~~273,~~644~~689	)	$	(97323,~~812~~644	)		(697,~~787~~812	)
Retained Earnings Beginning of Year	$	12(311,~~019~~625	)	$	~~109~~12,~~831~~019		$	~~116~~109,~~618~~831
Retained Earnings End of Year	$	(~~311~~37,~~625~~936	)	$	12(311,~~019~~625	)	$	~~109~~12,~~831~~019
Average Shares Outstanding During Period		6,012,361			6,012,361			56,~~997~~012,361
NET GAIN (LOSS) PER SHARE	$	(0.~~0518~~0455	)	$	(.~~0163~~0518	)	$	(.~~0011~~0163	)

See accompanying Notes and Accountant’s Compilation Report.

109

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 10

CONSOLIDATED SATEMENTS OF CASH FLOWS

FOR THE FISCAL YEARS ENDED MAY 31, ~~2014~~2015, ~~2013~~2014, ~~2012~~2013

(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES	~~2014~~2015			~~2013~~2014			~~2012~~2013
Net Income/(Loss)	$	~~(323~~273,~~644~~689	)	$	(97323,~~812~~644	)	$	( 697,~~787~~812	)
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities:
Decrease in Interest Receivable		-			-			-
Decrease in Prepaid Insurance		3,102			(260	)		(16,240	)
(Increase) in Prepaid Insurance		(260	)		(16,240	)		-
(Decrease) in Accounts Payable		(22,975	)		256,419			68,844
Increase in Accounts Payable		256,419			68,844			-
Other		-			-			(1,464	)
Other		-			( 1,464	)		-
(Gain)/Loss on Other Equity Investments		(4,905	)		3,943			(3,394	)
(Gain)/Loss on Other Equity Investments		3,943			( 3,394	)		( 3,161	)
Net Cash Provided/ (Used) by Operating Activities		248,911			(63,542	)		(50,066	)
Net Cash Provided/ (Used) by Operating Activities		(63,542	)		(50,066	)		( 9,948	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Investment Securities		-			-			-
Proceeds from Sale of Investment Securities		5332,~~839~~552			5553,~~283~~839			1455,~~049~~283
Net Cash Provided/(Used) by Financing Activities		5332,~~839~~552			5553,~~283~~839			1455,~~049~~283
CASH FLOWS FROM FINANCING ACTIVITIES
Net Cash Provided/(Used) by Financing Activities		-			-			-
Net Increase/(Decrease) in Cash		(9281,~~703~~463	)		5(9,~~217~~703	)		45,~~101~~217
CASH - BEGINNING OF YEAR	$	177,~~120~~417		$	1117,~~903~~120		$	711,~~802~~903
CASH - END OF YEAR	$	7288,~~417~~880		$	177,~~120~~417		$	1117,~~903~~120
SUPPLEMENTAL DISCLOSURES
Income Taxes Paid		~~444~~-			~~133~~444			~~128~~133
Interest Paid		-			-			-

See accompanying Notes and Accountant’s Compilation Report.

1110

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 11

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 - Summary of Significant Accounting Policies Consolidation

The consolidation 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.

Cash and Cash Equivalents

For the purposes of the consolidated statement of cash flows, Excalibur considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents.

Marketable Securities

Excalibur classifies its marketable equity securities as available for sales and are carried in the financial statements at fair market value. Recognized gains and losses are included in earnings as determined by the first-in, first-out method. Unrealized holding gains and losses are reported in other comprehensive income.

Mining Properties and Interests

Mining claims, leases, and royalty interests are stated at cost, unless in the judgment 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 or 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~~is recognized.

Use of Estimates

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

Earnings per Share

Earnings per share of common stock are computed using the weighted average number of common shares outstanding during the period. Primary and fully diluted earnings per share are shown as the same figure if the dilutive effect of any common stock equivalents or convertible securities is less than three percent. Excalibur currently has no dilutive equivalents against income for financial statement purposes.

1211

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 12

Note 2 - Marketable Securities

Cost and fair value of marketable securities at May 31, are as follows:

	2014		2013		2012
	2015		2014		2013
Cost	$	335,~~490~~843	$	9133,~~272~~490	$	~~141~~91,~~607~~272
Fair Value		6822,~~875~~263		~~115~~68,~~791~~875		~~161~~115,~~571~~791
Total Gains in Accumulated Other Comprehensive Income	$	3516,~~385~~420	$	2435,~~519~~385	$	1924,~~964~~519

Note 3 - Mining Properties and Interests

Uranium

Excalibur owns various royalty and other interests in patented and unpatented lode 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 acreages have 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 Excalibur. 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.

A summary of capitalized costs of the above properties as of May 31, ~~2014~~2015, ~~2013~~2014, and ~~2012~~2013 follows:

	2014		2013		2012
	2015		2014		2013
Uranium	$	100,000	$	100,000	$	100,000

Note 4 - General and Administrative Expense

General and administrative expenses for the years ended May 31, ~~2013~~2015, ~~2012~~2014, and ~~2011~~2013 follows:

	2014		2013		2012
	2015		2014		2013
Reports and Publications	$	~~4,707~~152	$	~~555~~4,707	$	~~9,035~~555
Professional		70165,~~873~~281		2470,~~728~~873		424,~~082~~728
Office Expense and Travel		9735,~~899~~991		997,~~348~~899		89,~~996~~348
Total	$	~~173~~201,~~479~~424	$	34173,~~631~~479	$	2234,~~113~~631

Note 5 - 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.

As of May 31, ~~2014~~2015, Excalibur has loss carry forwards of approximately $~~599~~400,000 for federal tax and state purposes and that may be offset against future taxable income (expiring on various dates through 2027). A deferred tax benefit has not been recognized in the accompanying balance sheet due to the uncertainty of any future taxable income. In addition, deferred income taxes are not affected as a result of statutory percentage depletion deductions taken for tax purposes.

Note 6 – Litigation and Contingencies

Contingency liabilities include:

(A) $~~525~~100,~~276.77~~000 ~~advance~~in ~~royalty~~two ~~from~~payments of $50,000 each owed to Cliffs from production royalty on North Butte and Ruby Ranch properties under the 2009 Settlement Agreement, with ~~the~~payments ~~recoupment~~to ~~rights~~be ~~now~~made ~~owned~~in by2015 ~~Pathfinder~~and 2016.

1312

~~(B)~~EXCALIBUR $250,000 advance royalty owed to Uranerz Energy Corporation from production royalty due Excalibur from any of the following ore deposits: Verna Ann, Niles Ranch, Hank, Willow Creek, Doughstick, and Nichols RanchINDUSTRIES

~~(C)~~Form ~~$100,000 in two payments of $50,000 each owed to Cliffs from production royalty on North Butte and Ruby Ranch properties under the December 2009 Joint Directive to Power Resources, Inc.~~10-K

~~(D)~~May ~~$300~~31,~~000~~ ~~and $100,000 severance payments owed to former officers Joseph P. Hubert and Marguerite H. Emanuel, respectively.~~2015

Page 13

Note 7 - 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 ininto 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. At May 31, ~~2014~~2015, Meriden was owed $~~216~~141,~~579~~037.82.

In December, 2013, Excalibur entered ininto to Employment Agreements with its President/CEO and Secretary/Treasurer (the Officers) for base salaries totaling $12,250 per month. At May 31, ~~2014~~2015, the Officers were owed $61,250.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None

Item 9A. Controls and Procedures

The Chief Executive Officer and Chief Financial Officer, in consultation with its administrative support company, Meriden Engineering LLC, evaluated its financial controls in fiscal year ending May 31, ~~2014~~2015, and made certain adjustments which are appropriate for a business the size of the Company.

The Chief Executive Officer and Chief Financial Officer recognize that the Company must improve its financial controls due to management’s expectation that during fiscal year ~~2015 and~~ 2016, the Company will receive significant royalty income.

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 14

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

(a)(b) & (e)

Name	Age	Position
Jay R. Mackie	7172	President, Chief Executive Officer, and Chairman of Board of Directors
Jack D. Powers	89	Vice President and Director
Michael P. Johnson	59	Secretary, Treasurer, and Director
Michael P. Johnson	58	Secretary, Treasurer, and Director
Alan E. Nugent	70	Director
Alan E. Nugent	69	Director
John T. Morrow	72	Director
John T. Morrow	71	Director
Howard W. Hilshorst	68	Director
Howard W. Hilshorst	67	Director
Zachary A. Nugent	33	Director

Jay R. Mackie,President and Chief Executive Officer, Chairman of the Board of Directors

Mr. Mackie was elected to the Board of Directors and appointed to these positions in 2012. He graduated from St. Olaf College (B.A., 1964) and has 50 years of mining related experience in areas of exploration, mine engineering, mine operations, automated mine and maintenance systems, IT systems, marketing and greenfield project development. Employed by Reserve Mining Company in engineering and operations departments (1964-1986), Caterpillar Venture Corp. 1987 as a field engineer in area of automated mining and maintenance management systems, self-employed mining/management consultant 1988 to present, Cyprus Northshore Mining as Mine Manager (1989-1994), Cliffs Northshore Mining (1994-1997) as Mine Manager, Cleveland-Cliffs (1997-2002) as Manager of Special Projects and market development, Bending Lake Iron Corp. (2006-2009) as Project Manager, and Bending Lake Iron Group Ltd. (2009-~~present~~2012) as Chief Operating Officer and Director. Jay is a member of the Society for Mining, Metallurgy and Exploration (SME) and Canadian Institute of Mining (CIM).

Jack D. Powers, Vice President, Director

Mr. Powers obtained a B.A. Degree in Business and Accounting from the University of Minnesota and a B.S. in Mechanical Engineering from Michigan Technological University. He worked as a manager for Longyear Drilling Company, Boyles Brothers, and Joy for many years and as a self-employed drilling consultant.

Michael P. Johnson, Secretary and Treasurer, Director

Mr. Johnson was elected to serve in these positions in 2012. He graduated with a B.S. in Electrical Engineering from Lehigh University and was granted his Professional Engineers License in 1981. He has worked in the natural resource industry for 3637 years; 25 years with Pickands Mather and Cleveland-Cliffs and 11 years for various engineering firms and junior miners as an independent consultant. Mr. Johnson is a long standing member of the Society for Mining, Metallurgy and Exploration (SME) and a member of the Canadian Institute of Mining (CIM).

Alan E. Nugent, Director

Mr. Nugent is a partner and founder of the Salt Lake City based The Foresight Group LLC. He has been actively engaged in the financial services industry for 3738 years, licensed and doing business in eight states. Mr. Nugent obtained his B.S. Degree in Geography from the University of Utah in 1968.

John T. Morrow, Director

Mr. Morrow was elected to the Board in 2010. He is a CPA and private investor. He served at the Chicago office of the Securities and Exchange Commission from 1987 through 2006. Mr. Morrow attended Loyola University Chicago to obtain an Accounting degree and has worked for Arthur Anderson, American Cyanamid, Touche Ross, a Wall Street bank subsidiary of CIT, and was Audit Manager of an industrial gas subsidiary of Houston Natural Gas. He also served 27 years in the Navy/Army Reserves.

Howard W. Hilshorst, Director

Mr. Hilshorst has Bachelor (1970) and Master (1972) Degrees in Metallurgical Engineering from Michigan Technological University, and has more than 3640 years of leadership experience in the mining industry. He ~~Most~~is ~~recently~~currently hean independent management consultant. He most recently served as President and CEO of ~~Superior~~Encore ~~Mineral~~Natural Resources ~~LLC~~from ~~(“SMR”). On~~2012 ~~October~~to May 1, 2015. From 2009 to 2012, ~~Mr.~~he ~~Hilshorst~~served ~~retired~~as ~~from~~President ~~SMR~~and ~~becoming~~CEO anof ~~independent~~Superior ~~management~~Mineral ~~consultant~~Resources. ~~Formerly~~His hepast ~~served~~positions asinclude Executive Vice President of Minnesota Steel Industries LLC and as President and CEO of EVTAC Mining, a 5 million ton iron ore mining and pellet plant operation in northeastern Minnesota. Mr. Hilshorst has also held various management positions at three other iron ore mines in northeastern Minnesota, as well as copper producing mines in Michigan and Arizona. He is a member of the Society for Mining, Metallurgy and Exploration (SME).

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 15

Zachary A. Nugent, Director

On May 18, 2015, the Company’s Board selected Zachary Nugent to serve as a director. Mr. Nugent is the Chief Executive Officer of Scalar Group, Inc, where he manages the day-to-day operations of the firm. Prior to joining Scalar Group, Inc., Mr. Nugent was the President and Chief Executive Officer of America Home Today. Prior to joining America Home Today, Mr. Nugent was the Director of Marketing for Foresight Wealth Management. Mr. Nugent began his career at Cardinal Health in their Presource Products Division. Mr. Nugent has a B.S. in Economics from the University of Utah.

(c)	Excalibur has two employees, Jay R. Mackie and Michael P. Johnson.

(d) ~~There~~Director ~~are~~Zachary noA. ~~family~~Nugent ~~relationships~~is ~~between~~the ~~any~~son ~~Excalibur~~of Director ~~and~~Alan ~~Executive~~E. ~~Officer or nominee for Director~~Nugent.

(f) NoWe ~~Officer,~~are ~~Director,~~not oraware ~~nominee~~of ~~for Director has been involved in~~ any ~~legal~~of ~~proceedings~~our ~~involving~~executive ~~federal~~officers ~~bankruptcy laws,~~ or ~~any~~directors ~~state~~being ~~insolvency~~involved ~~laws,~~in orany ~~has~~legal ~~been~~proceedings ~~convicted or named~~ in athe ~~criminal~~past ~~proceeding,~~ten oryears isrelating ~~the~~to ~~subject of~~ any ~~order,~~matters ~~judgment, or decree limiting him~~ in ~~any~~bankruptcy, ~~activity~~insolvency, orcriminal ~~from~~proceedings ~~engaging~~(other inthan ~~any~~traffic ~~type~~and ofother ~~business~~minor ~~practice,~~offenses) or ~~from~~being ~~engaging~~subject into any ~~activity~~of inthe ~~connection~~items ~~with~~set ~~the~~forth ~~purchase~~under orItem ~~sale~~401 of ~~any~~Regulation ~~security,~~S-A ~~or in connection~~ with ~~any~~the ~~violation~~exception of ~~federal~~the orfollowing ~~state security laws.~~matter:

15● Jay R. Mackie was a Director and Chief Operating Officer of Bending Lake Iron Group Ltd., an Ontario, Canada, corporation (“Bending Lake Iron”), during 2009 and until his resignation on December 20, 2012. Bending Lake Iron was engaged in the development of an iron mine in Ontario, Canada. A request for the appointment of a receiver was brought by 2430177 Ontario Inc. which holds a mortgage and security interest upon certain of the assets of Bending Lake Iron and on September 11, 2014, a receiver was appointed for Bending Lake Iron by the Ontario Superior Court of Justice appointing A. Farber & Partners Inc., a receiver of all of the assets, undertakings and properties of Bending Lake Iron Group Ltd. in accordance with Section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended in Section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43 as amended.

Item 11. Executive Compensation.

The Company has two employees.

Directors and Officers Compensation Summary
Name and Principal Position	Year	Stock Awards (no market value, value established at par of $0.01)		Warrant Awards1 (no market value, value established at par $0.01 per share)		~~All Other Compensation~~	All Other Compensation		~~Total~~	Total
Jay R. Mackie, CEO, Director	~~2012~~2013		102,~~000~~500	~~100~~25,000 @ strike price $1.00 per share			-	-	$	~~1,100~~$	275
	2013		2,500	25,000 @ strike price $1.00 per share			-		$	275
	2014		-		-		$11,000/month2			$132,000/year
	2014		-	-		$	11,000/month	2	$	132,000/year
	2015		-		-		$11,000/month2			$132,000/year
Jack D. Powers, Vice President, Director	2013		2,500	-			-		$	25
Michael P. Johnson,	2013		2,500	25,000 @ strike price $1.00 per share				-		$	275
Michael P. Johnson, Secretary/Treasurer, Director	2013		2,500	25,000 @ strike price $1.00 per share			-		$	275
Secretary/Treasurer, Director	2014		-		-		$1,250/month2			$15,000/year
	2014		-	-		$	1,250/month	2	$	15,000/year
	2015		-		-		$1,250/month2			$15,000/year
John T. Morrow, Director	2013		2,500	25,000 @ strike price $1.00 per share			-	-	$	~~275~~$	275
Alan E. Nugent, Director	2013		2,500	25,000 @ strike price $1.00 per share			-	-	$	~~275~~$	275
Howard W. Hilshorst, Director	2013		2,500	25,000 @ strike price $1.00 per share			-	-	$	~~275~~$	275
Zachary A. Nugent, Director	2015		-		-			-			-

Notes:

1	May not be exercised until Excalibur stock is tradable in a broker transaction.

2 ~~The Company’s Board of Directors at their December 30, 2013, meeting approved executive compensation for Jay R. Mackie and Michael P. Johnson effective January 1,~~ 2014, ~~in the amount of $11,000.00 per month for Mr. Mackie and $1,250.00 per month for Mr. Johnson with all 2014~~ compensation ~~payable~~was paid on May 15, 2015~~. The May 15~~, ~~2015 payment date was selected due to the anticipation of receipt of sufficient royalty income to make payments of such compensation by such date. The employment agreement of each of Mr. Mackie~~ and ~~Mr.~~2015 ~~Johnson provides that the amount of~~ compensation ~~earned~~ is ~~not~~deferred ~~payable~~to onDecember ~~or before May~~ 15, 2015,. ~~notwithstanding~~As ~~the occurrence~~ of ~~the~~May ~~following events prior to the distribution date: officers separation from service~~31, ~~officers death~~2015, ~~officers~~Jay ~~disability, a change in control, and an unforeseeable emergency or any other event or reason~~R. ~~The amounts earned are not maintained in a separate account for the benefit of Mr.~~ Mackie ~~and Mr. Johnson and the obligation~~ is ~~not~~owed ~~secured~~$ ~~and is subject to the claims of the creditors of the Company. As of May 31, 2014,~~ $55,000 and ~~$5,250~~Michael ~~of compensation has been earned by Mr~~P. ~~Mackie~~Johnson ~~and~~is ~~Mr.~~owed ~~Johnson respectively~~$6,250.

Jay R. Mackie and Michael P. Johnson each are entitled to severance payments under their December 31, 2013 Employment Agreements in the event they are terminated by the Company without cause or by death or disability which include unpaid base salary through the date of termination provided if such base salary is deferred, such base salary shall remain payable only upon the authorized date of payment under the deferral. The severance shall be equal to 80% of their respective base salary for the preceding year payable in three equal annual installments commencing on the next anniversary date of their respective Employment Agreements following the date of termination provided such termination date shall be no earlier than the third anniversary date of their respective Employment Agreements provided any rights the executive may have to severance payments shall be in accordance with their respective December 31, 2013 Employment Agreement and not on the severance policy then in effect. Severance benefits are conditioned upon executive signing and not revoking a separation agreement that includes a general release and that complies with state and federal law releasing the Company and its subsidiaries and their respective successors and assigns, officers, managers, employees, agents, attorneys and representatives of any claims relating to executives employment or termination thereof.

1615

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 16

Severance Pay. At the Company’s October 16, 2013 meeting, the Board approved a severance payment of $100,000 for former Company Secretary/Treasurer Marguerite H. Emanuel, and $300,000 for the Company’s long standing President & CEO Joseph P. Hubert. Ms. Emanuel served as Secretary/Treasurer of the Company from 2001 to 2012, without monetary compensation. Mr. Hubert was elected President & CEO in 1982 and received no monetary compensation from 1999 to his retirement in 2012. These severance payments are deferred until the Company’s financial position allows payment.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(a) Security Ownership of Certain Beneficial Owners:

Title of class	Name and address of beneficial owner	Amount and nature of beneficial ownership1		Percent of class
Common	Joseph P. Hubert	1,179,000 Direct		19.61	~~19.61~~
	1800 Lakeview Drive
	Duluth, MN 55803
Common	Alan E. Nugent	1,447,328 ~~Direct~~Direct3	3	24.07	~~24.07~~
	1900 E 5685 S
	Salt Lake City, UT 84121
Common	Service Credit Corporation	300,000 Direct		4.99	~~4.99~~
	377 North Main Street
	Layton, UT 84041

(b) Security Ownership of Management

Title of class	Name and address of beneficial owner	Amount and nature of beneficial ownership1,2		Percent of class
Common	Jay R. Mackie	12,500 Direct		0.21	~~0.21~~
Common	~~Jack~~Michael DP. ~~Powers~~Johnson	2, 500 Direct		0.04	~~0.04~~
Common	~~Michael~~Alan PE. ~~Johnson~~Nugent	21,447,328 ~~500 Direct~~Direct3		24.07	~~0.04~~
Common	~~Alan~~John ET. ~~Nugent~~Morrow	12,~~447,328~~500 Direct	3	0.04	~~24.07~~
Common	~~John~~Howard TW. ~~Morrow~~Hilshorst	2,500 Direct		0.04	~~0.04~~
Common	~~Howard~~Zachary WA. ~~Hilshorst~~Nugent	~~2,500 Direct~~-		-	~~0.04~~

1	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.

2 Does not include warrants to purchase common stock of the Company as shown in Item 11, Executive Compensation~~, and the grant by Excalibur to John T~~. ~~Morrow, CPA, dated March 15, 2011, of a warrant to purchase 25,000 shares of common stock of Excalibur at a strike price of $1~~.~~00 per share for professional services rendered.~~

3	Includes 24,000 shares held by Alan E. Nugent’s wife.

No arrangements are known to registrant which may at a subsequent date result in a change in control of the registrant.

1716

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 17

Item 13. Certain Relationships and Related Transactions, and Director Independence.

(a)	Transactions with Management and Others:

None except as reported in Item 11. Executive Compensation

(b)	Certain Business Relationships:

In February 2010 Excalibur initiated management discussions with Superior Mineral Resources LLC (“SMR”) and its wholly owned subsidiary, Meriden Engineering LLC, of Hibbing, Minnesota. SMR has over a century of mineral resource management experience, largely positioned in the historic Lake Superior iron ore region. In February 2012, Excalibur contracted with SMR to manage Excalibur’s mineral lease and administrative affairs. Director Howard Hilshorst was employed by SMR until October 1, 2012, when he retired, and thereafter he engaged in the business of being an independent management consultant.

Item 14. Principal Accounting Fees and Services.

Audit/Audit-Related Fees

There were no audit or audit-related fees as the Company does not have audited financial statements for all of the years shown.

Tax Fees

Annual tax return preparation:

2014 - $1,347.05

2013 - $1,208.50

2012 - $940.00

All Other Fees

Financial statement compilation:

2014 - $1,923.25

2013 - $2,577.75

~~2012~~In -2015, $2Excalibur designated an Audit Committee,~~237~~ Nominating Committee and Compensation Committee.60

Excalibur does not have an audit committee, and the Company has not adopted policies related to an audit due to the fact that the Company has not had the finances available to secure audit services. It is uncertain when the Company will have finances necessary to engage an independent audit firm. However, the Board believes that in 2015 it may be possible based on anticipated royalty income. Prior to the engagement of an independent audit firm, the Board intends to create an Audit Committee and separately designate a Nominating Committee and Compensation Committee.17

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 18

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) 1. Unaudited Consolidated Financial Statements for the fiscal years ended May 31, 2014, 2013, and 2012, including:

(a)	1.	Unaudited Consolidated Financial Statements for the fiscal years ended May 31, 2015, 2014, and 2013, including:

			Accountant’s Compilation Report
			Consolidated Balance Sheets
			Consolidated Statements of Income, Expense, and Retained Earnings
			Consolidated Statement of Cash Flows
			Notes to Consolidated Financial Statements

(b)	(31)(1)	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	(32)(1)	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (contains exception for lack of audited financial statements)

(c)	Not applicable

Accountant’s Compilation Report

Consolidated Balance Sheets

Consolidated Statements of Income, Expense, and Retained Earnings

Consolidated Statement of Cash Flows

Notes to Consolidated Financial Statements

(b) (31)(1) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(32)(1) Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (contains exception for lack of audited financial statements)

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 19

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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
July 31, 2014	By:	/s/ Jay R. Mackie
		Jay R. Mackie
		President, Chief Executive Officer (Principal Executive Officer)
		/s/ Michael P. Johnson
		Michael P. Johnson
		Secretary and Treasurer (Principal Financial Officer)

Registrant

Excalibur Industries

By:	/s/ Jay R. Mackie	August 28, 2015
	Jay R. Mackie	Date
	President, Chief Executive Officer (Principal Executive Officer)

By:	/s/ Michael P. Johnson	August 28, 2015
	Michael P. Johnson	Date
	Secretary and Treasurer (Principal Financial Officer)

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 on the dates indicated.

/s/ Jay R. Mackie			July 31, 2014
By:	/s/ Jay R. Mackie	August 28, 2015
~~Jay R. Mackie, Director~~	Jay R. Mackie, Director	Date
/s/ Michael P. Johnson			July 31, 2014
By:	/s/ Michael P. Johnson	August 28, 2015
~~Michael P. Johnson, Director~~	Michael P. Johnson, Director	Date
/s/ John T. Morrow			July 31, 2014
By:	/s/ John T. Morrow	August 28, 2015
~~John T. Morrow, Director~~	John T. Morrow, Director	Date
/s/ Alan E. Nugent			July 31, 2014
By:	/s/ Alan E.Nugent	August 28, 2015
~~Alan E. Nugent, Director~~	Alan E. Nugent, Director	Date

The above signatures constitute a majority of the Board members.

EXCALIBUR INDUSTRIES

Form 10-K

May 31, 2015

Page 20

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants

Which Have Not Registered Securities Pursuant to Section 12 of the Act

(a) Not applicable

(b) Not applicable

(c)

No such annual report or proxy material has been sent to security holders. If such report or proxy material is to be furnished to security holders subsequent to the filing of the annual report of this Form, the registrant shall furnish copies of such material to the Commission when it is sent to security holders.

Filing Compare · EXCALIBUR INDUSTRIES