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EXCHANGE RATES

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EXCHANGE RATES

Except as otherwise indicated, all dollar amounts described in this Report are expressed in United States (US) dollars.

CONVERSION TABLE

For ease of reference, the following conversion factors are provided:

Forward Looking Statements

The Company desires to take advantage of the "safe harbor" provisions contained in Section 27A of the Securities Act of 1933, as amended (the "1933 Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is including this statement herein in order to do so:

From time to time, the Company's management or persons acting on the Company's behalf may wish to make, either orally or in writing, forward-looking statements (which may come within the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act), to inform existing and potential security holders regarding various matters including, without limitation, projections regarding financial matters, timing regarding transfer of licenses and receipts of government approvals, effects of regulation and completion of work programs.

Such forward-looking statements are generally accompanied by words such as "estimate," "project," "predict," "believes," "expect," "anticipate," "goal" or other words that convey the uncertainty of future events or outcomes. Forward-looking statements by their nature are subject  to certain risks, uncertainties and assumptions and will be influenced by various factors. Should one or more of these forecasts or underlying assumptions prove incorrect, actual results could vary materially.

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CYCLONE URANIUM CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED OCTOBER 31, 2012APRIL 30, 2013

CONTENTS

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ITEM 1. Financial Statements and Notes

Cyclone Uranium Corporation

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Cyclone Uranium Corporation

(An Exploration Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Cyclone Uranium Corporation

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these condensed consolidated financial statements.

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The Company delivered a promissory note in the amount of $325,327 to Tournigan Energy. This note represented the amount paid by Tournigan Energy for the then current year’s Federal mineral claim maintenance fees along with working capital adjustments on the closing date. In addition to this note, the Company agreed to secure the release of reclamation bonds in the amount of $930,000 less any applicable reclamation costs. As of October 31, 2012, the deposit for reclamation bonds remains $35,000.

Both the promissory note to Tournigan Energy and the release of the reclamation bonds were unsecured, non-interest-bearing and were due August 31, 2009. The due date of the promissory note was extended to December 15, 2009. In a further agreement dated December 14, 2009, Tournigan Energy agreed to reduce the promissory note to $100,000 with payment of this amount on December 15, 2009. This payment was made by Fischer-Watt and the promissory note was extinguished.

Tournigan Energy also extended the repayment date of the first $530,000 of the reclamation bonds to December 15, 2009 and the repayment of the remaining $400,000, less the cost of the reclamation work, to September 30, 2010. Tournigan Energy agreed to accept a payment of $100,000 on December 15, 2009 as part payment of the $530,000 installment of the reclamation bond due on that date. The balance of $400,000, less the cost of reclamation work was to be paid from one half of subsequent equity share issues of common stock of the Company until paid in full. The $100,000 payment was made to Tournigan Energy as scheduled.

On December 22, 2010, Fischer-Watt paid Tournigan Energy $130,000 as a payment on its outstanding debt.

At April 30, 2011, after completion of reclamation, the balance due to Tournigan Energy was $600,000. This amount was to be repaid from one-half of the proceeds (net of issuance costs) of all equity share issues of common stock of the Company until Tournigan Energy has been paid in full.

On July 13, 2011, the Company renegotiated its debt and property interests with Tournigan Energy concerning its uranium properties in the western United States. Tournigan Energy agreed to defer receipt of its debt and property interests by converting these Company liabilities to a two percent (2%) net smelter return (“NSR”) royalty interest on uranium properties within the Company’s current areas of work.

Pursuant to the renegotiated terms between the Company and Tournigan Energy:

a) Tournigan Energy forgave the $600,000 payable by the Company;

b) Tournigan Energy converted its interests in the Company’s properties to a two percent (2%) NSR royalty up to a maximum of $10,000,000;

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c) The Company is entitled to buy back up to one-half of this royalty for $3,000,000 at any time up to July 13, 2016, and thereby reduce the remaining royalty to a one percent (1%) NSR royalty capped at $5,000,000;

d) The NSR royalty will apply to any uranium production by the Company in the Wyoming counties of Carbon, Fremont, Sublette and Sweetwater, and the South Dakota county of Fall River. These are all areas where the Company currently holds uranium property interests.

This transaction has been approved by the TSX Venture Exchange, as Tournigan Energy is listed in Toronto on the TSX Venture Exchange.

The transaction described above relating to the acquisition of TUSA was accounted for as a business combination. A summary of the transaction is presented below:

Subsequent to the acquisition of TUSA, the Company evaluated its new holdings, and determined that the carrying value of the mineral rights exceeded their net realizable value. Accordingly, the Company recorded an impairment charge of $309,500 for the year ended January 31, 2010.

On March 14, 2012, the Company entered into a Stock Purchase Agreement whereby the shareholders of New Fork Uranium Corporation (“("New Fork”Fork") sold all of the issued and outstanding shares of New Fork to the Company in exchange for the issuance to the shareholders of an aggregate of 50,000,000 shares of common stock, at $0.001 par value, of the Company.

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The 50,000,000 shares of common stock of the Company issued pursuant to the Stock Purchase Agreement were issued pro rata to all of the shareholders of New Fork on the basis of 0.877192983 shares of the Company’s common stock for each outstanding New Fork share of common stock issued and outstanding on the effective date of the Stock Purchase Agreement.

New Fork holds 521 mining claims in the areas adjacent to the Company’s Cyclone Rim uranium exploration properties in Sweetwater County, Wyoming. New Fork’s assets are comprised of 521 federal mining claims covering about 10,000 acres of Bureau of Land Management (“BLM”("BLM") land. These claims cover a large portion of the sinuous, uranium bearing roll-front that exists in this part of south-central Wyoming. The Company’s existing Cyclone Rim claims cover a 28 mile extent of the western portion of this same roll-front trend. This area of Sweetwater County is a historical uranium-mining district that is seeing a resurgence of development activity. The Company now holds significant acreage on key uranium ground in the Red Desert.

The transaction described above relating to the acquisition of New Fork was accounted for as a business combination. A summary of the transaction is presented below:

Subsequent to the acquisition of New Fork, the Companycompany evaluated its new holdings, and determined that the carrying value of the mineral rights exceeded their net realizable value. Accordingly, the Company recorded an impairment charge of $281,477$311,777 for the quarteryear ended January 31, 2013. The Company re-evaluated the carrying value of the mineral rights at April 30, 2012.

102013 with no additional impairment.

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NOTE 54 - Going Concern

The Company has incurred operating lossesan accumulated deficit of $20,440,858 since inception $20,909,005 and has a working capital deficit of $766,872$1,099,584 at October 31, 2012.April 30, 2013.  The Company has no current revenue producing operations and is in default on its $300,000 note dated August 31, 2012. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The ability of the Company to achieve its operating goals and thus positive cash flows from operations is dependent upon the future market price of metals, future capital raising efforts, and the ability to achieve and sustain efficient revenue producing operations. Management's plans will require additional financing, reduced exploration activity or disposition of or joint ventures with respect to mineral properties. While the Company has been successful in these capital raising endeavors in the past, there can be no assurance that its future efforts and anticipated operating improvements will be successful.

The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

NOTE 65 - Notes Payable – Shareholder

Shareholders

In 2005, a shareholder advanced $30,000 to the Company for working capital purposes and to assist in identification of new mining properties.  This loan is due on demand and bearsbore interest at 5% per annum through January 31, 2009, at which time the interest rate was increased to 10% per annum.  During the years ended January 31, 2010 and 2009, the shareholder advanced an additional $50,000 and $80,000, respectively, under substantially identical terms. On August 31, 2011 the shareholder advanced a further $150,000 and added an additional $30,000 on OctoberOct 27, 2011, for a loan total of $340,000 at January 31, 2012. The additional loans were drafted under identical terms of previous loans advanced to the Company in the current year. Payments of $180,000 were made on these loans during the year ended January 31, 2013.  As of April 30, 2013 principal and interest due are $160,000 and $91,055.

On January 7, 2013, the Company entered into an agreement with a shareholder in the form of a promissory note payable, in the amount of $35,000. The terms of the note include an interest rate of 15% that is accrued and paid at the time of $340,000.maturity. The termsnote and accrued interest are due and payable July 7, 2013. As of April 30, 2013, the Company recorded $1,640 in accrued interest. In connection with a note payable, the Company issued a Warrant to purchase 1,000,000 shares of common stock, exercisable on or before January 7, 2016 at $0.02 per share.  The fair value at the date of grant was $25,417 using a Black Scholes option pricing model using inputs described in Note 9, and the full expense was recorded as of the loans and interest rates are the same.  The Company repaid $149,000 related to the loans during the nine months ended October 31, 2012.  The balance outstanding on the Notes Payable – Shareholder totaled $191,000 asdate of October 31, 2012.issuance.

Non-affiliated

Non-affiliates

On August 31, 2012 the Company entered into a $300,000 bridge loan financing arrangement with an unaffiliated accredited investor, the proceeds of which were used to pay maintenance fees to the Bureau of Land Management and general operating expenses of the Company.  The note payable bears interest at a rate of 15% per annum and was due and payable on or before October 30, 2012.  In addition, the note is secured by all of the property of the Company.  In connection with the financing agreement, the Company issued a five year warrant to the lender to purchase 6,814,000 shares of Company common stock, exercisable at $0.02 per share.  

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As of October 31, 2012,April 30, 2013, the Company was unable to repay the note, thus, the Company is in default on the note.  The default interest rate is 45%. We areAs of April 30, 2013 the balance due, including interest, is $376,807. In addition, the note is secured by all of the property of the Company. The Company is currently engaged in discussions with the lender with regard to negotiating an extension on the note.

In connection with the financing agreement, the Company issued a Warrant to purchase 6,814,000 shares of common stock, exercisable on or before August 31, 2017 at $0.02 per share.  The fair value at the date of grant was $132,332 using a Black Scholes option pricing model using inputs described in Note 9, and the full expense was recorded as of the date of issuance.

NOTE 76 - Asset Retirement Obligations and Restricted Deposits

Asset retirement obligations relate to legal obligations for site restoration and clean-up costs for exploration drilling activities in Arizona and Wyoming. The Company posts restricted deposits with US government agencies that are legally restricted for the purpose of settling these obligations.

During 2008 and 2009, TUSA carried out the required reclamation work and reseeding of affected areas in Wyoming. During the year ended January 31, 2010, the Wyoming Department of Environmental Quality (WDEQ) inspected the property and subsequently released $575,600 of restricted deposits. Approximately $340,000 of this amount was used to pay annual mineral claim fees, $200,000 was paid to Tournigan Energy, and the balance was used for operations.

During the year ended January 31, 2011, the remaining reclamation work was completed, and $304,400 of restricted deposits were released. Approximately $127,000 of this amount was used to pay annual mineral claim fees, $130,000 was paid to Tournigan Energy, and $47,000 was used for operations.

The balance of restricted deposits at October 31, 2012April 30, 2013 was $35,000, which may be released upon future inspection by the Arizona BLM.

NOTE 87 - Stockholders’ Equity (Deficit)

During the nine months ended October 31, 2012,On April 26, 2013 closed on an investment of $10,000. On April 30, 2013, the Company accepted a stock subscription for $25,000 which was paid on May 1, 2013.the Company issued 50,000,000500,000 shares to the shareholders of New Forkand 1,250,000 shares respectively at $0.04$0.02 per share.  Each share included one-half warrant exercisable at $0.25 per share 2,000,000 shares for services at $0.05 per share valued at $100,000, and 2,000,000 units each consistingwith a term of one common share and one half warrant for cash of $50,000.five years from issuance.

NOTE 98 - Common Stock Options and Warrants   

The Company's 2012 Stock Option Plan adopted by the Board of Directors on September 17, 2012 states that the exercise price of each option will be granted at an amount that equals the fair market value at the date of grant. All options vest at a time determined at the discretion of the Company's Board of Directors. All options expire if not exercised within 10 years from the date of grant, unless stated otherwise by the Board of Directors upon issuance.

The Company records compensation expense for the fair value of options granted under the Company's stock option plan.2012 Stock Option Plan. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model.

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During the quarter ending April 30, 2012,On March 25, 2013 the Company issued stock options to purchase 4,000,000 shares of 2,500,000common stock to an individual providing contract CFO services to the officersCompany, half of which vested upon issuance and directors.twenty five percent which will vest in each of the subsequent two years of service to the Company.  The options were priced at $0.06$0.02 per share and will expire five years from the date of issuance. The fair value of the option grant was estimated on the date of grant utilizing the Black-Scholes option pricing model.  The fair value of these options was determined to be $99,924 based$79,498 Based on the following assumptions: expected life of the options of 5 years, expected volatility of 305.3%243.9%, risk-free interest rate of 1.01%0.80% and no dividend yield.  These options will be expensed over their vesting schedule.

On March 25, 2013 the Company issued stock options to purchase 500,000 shares of common stock to an individual providing contract accounting services to the Company, half of which vested upon issuance and the other half which will vest after one year of service to the Company.  The options were priced at $0.02 per share and will expire five years from the date of issuance.  The fair value of the option grant was estimated on the date of grant utilizing the Black-Scholes option pricing model.  The fair value of these options was determined to be $9,937 Based on the following assumptions: expected life of the options of 5 years, expected volatility of 243.9%, risk-free interest rate of 0.80% and no dividend yield.  These options will be expensed over their vesting schedule.

The following table summarizes information about stock options at October 31, 2012:

During the year ended January 31, 2011, the Company issued 6,626,486 warrants in connection with a private placement. The warrants are exercisable for a period of two years for $0.12 per share. However, if the common shares trade at over $0.18 per share in any 20-day period during the life of the warrants, the Company has the right to accelerate the expiration date of the warrants. Warrants in the amount of 2,859,820 were exercised by two shareholders in settlement of debt. During the nine months ended October 31, 2012, 3,766,666 warrants expired.

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On June 19, 2012 the Company issued 2,000,000 shares of common stock and a warrant to purchase 1,000,000 shares of common stock at $0.05 per share within a three year period.

On August 31, 2012,January 7, 2013, in connection with a note payable, the Company entered into a Warrant for Purchase Agreementof Common Stock agreement with an unaffiliated accrediteda related party investor. As part ofstated in the terms of the note,agreement, the Company issued a five year warrant to the lender to purchase 6,814,000granted 1,000,000 shares of Company common stock, exercisable on or before January 7, 2016 at $0.02 per share. The fair value of these warrants at the date of grant was $132,332$25,417 using a Black Scholes option pricing model and the following assumptions: expected life of warrants is fivethree years, expected volatility rate of 194.81%210.18%, risk free rate of 0.59%0.41%, and an exercise price of $0.02. The $132,332$25,417 was amortized to interest expense overfully expensed on the date of issuance.

On April 26, 2013 and April 30, 2013 the Company closed on investments from two investors for $10,000 and $25,000, respectively, by the issuance of 500,000 shares and 1,250,000 shares respectively at $0.02 per share. Each share included one-half warrant exercisable at $0.25 per share with a term of five years from issuance.  Accordingly, the bridge loan.    Company issued a total of 875,000 warrants to purchase common stock to these investors exercisable at $0.25 per share for a five year term.

On October 31, 2012,April 30, 2013, the Company had the following outstanding warrants:

During 2011, Minex Exploration which is controlled by our Director Gregory Schifrin, provided services to New Fork related to maintaining our mining claims in Sweetwater County, Wyoming for $86,358. As of October 31, 2012, $51,358April 30, 2013, $51,359 was owed to Minex Exploration for these services.

PriorAs of April 30, 2013 James G. Baughman, our CEO and Director, was owed $21,500 in fees and $1,500 in accrued benefits for his duties as CEO and $14,517 in expense reimbursements.  As of April 30, 2013, the entire amount of $37,517 was owed to the acquisition of New Fork in March 2012, former employees of the Company had advanced/loaned the Company money.  Outstanding liabilities related to the advances/loans as of October 31, 2012 include $191,000 in notes payable, $284,936 in accounts payable and accrued expenses to related parties and $271,667 in accounts payable and accrued expenses - shareholders.Mr. Baughman.

NOTE 1110 - Subsequent Events

On September 17, 2012 the Company’s Board of Directors and on November 12, 2012 the Company’s shareholders approved an amendmentSubsequent to change the name ofApril 30, 2013 the Company to Cyclone Uranium Corporation and also to increaseaccepted subscription agreements from four investors for an aggregate amount of $80,000 by the Company’s authorizedissuance of 4,000,000 shares of common stock at $0.02 per share. Each share included one-half warrant exercisable at $0.25 per share with a term of five years from issuance. The common stock and warrant were issued to 600,000,000.  The Company filed an amendment to its Articlesthe investor in reliance on the exemption from registration contained in Rule 506 of IncorporationRegulation D under the Securities Act of 1933.  No commissions or other remuneration were paid on December 5, 2012 to effect the name change and increase the authorized capital of the Company.  The amendment was effective on December 14, 2012.

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Corporate Strategy

Management believes that given the global supply and demand outlook for uranium over the next several years that demand could likely exceed supply which in turn could cause uranium prices to increase substantially from their current levels as well as prompt the large uranium producers to acquire uranium properties that could one day go into production.  The Company has strategically amassed a portfolio of mining claims that are largely focused on a historically productive uranium mining region in Wyoming and can maintain control of these claims going forward for an annual cost of approximately $200,000 in lease payments to the Bureau of Land Management.

Although the Company can maintain control of these claims going forward for a fairly minimal cost, management believes that it can significantly increase the value of the properties by investing in drill programs to define the resource of these claims.  The strategy would be to implement drill programs focused on our Cyclone Rim and New Fork properties in a phased approach over the next couple of years.  Management estimates the total required investment for these drill programs to be between $8 million and $15 million with the costs being weighted more heavily toward the later phases and depending on the results from the earlier phases.  In order to implement its strategy, the Company will depend on available debt or equity financing, the availability of which is uncertain.  Management intends to raise capital through the issuance of equity to fund these programs.

The advantages of implementing a phased drill program are that the Company can assess the results of the earlier phases to be more strategic in investing in the later, more expensive phases and by raising capital incrementally for each phase, management believes that it can minimize the dilutive effect of each subsequent equity raise by demonstrating added value of its claims with each drill program.  Assuming these drill programs are successful, management believes that they will substantially increase the value of it properties which would increase shareholder value.     

Results of Operations

The following discussion involves the results of operations for the quarters ended October 31, 2012April 30, 2013 and October 31, 2011.April 30, 2012.

The Company had no revenue from production during the quarters ended October 31,April 30, 2013 or 2012 or 2011 as the Company had no properties in production.

Exploration expenses for the quarter ended October 31, 2012April 30, 2013 were $66,584$48,748 compared to $33,455$31,745 for the quarter ended October 31, 2011.April 30, 2012.  This increase is attributed to the additional mining claims acquired in the New Fork transaction.

General and administrative expenses for the quarter ended October 31, 2012April 30, 2013 amounted to $132,856$103,939 compared to $104,086$160,323 for the quarter ended October 31, 2011.April 30, 2012.  General and administrative expenses increased approximately 27%decreased primarily due to increaseddecreased professional services from the New Fork Acquisition incurred during the quarter.prior year.

Total other expenses for the quarter ended October 31, 2012April 30, 2013 were $146,919$43,896 compared to $7,800$8,548 for the quarter ended October 31, 2011.April 30, 2012.  Most of this increase was attributable to the interest expense associated with warrants issued during the most recent quarter.two outstanding notes payable.

For the quarter ended October 31, 2012,April 30, 2013, the Company reported a net loss of $346,359$196,583 compared to a net loss of $145,341$482,093 for the quarter ended October 31, 2011.

April 30, 2012. The following discussion involves the results of operations for the nine months ended October 31, 2012 and October 31, 2011.

The Company had no revenue from production during the nine months ended October 31, 2012 or 2011 as the Company had no propertiesdecrease in production.

Exploration expenses for the nine months ended October 31, 2012 were $164,368 compared to $96,945 for the nine months ended October 31, 2011.  This increase isnet loss was mostly attributed to the additional mining claims acquired in the New Fork transaction.

General and administrative expenses for the nine months ended October 31, 2012 amounted to $405,594 compared to $312,203 for the nine months ended October 31, 2011.  This increase was largely attributable with costs associated with the New Fork acquisition and additional professional service costs incurred.  General and administrative costs are closely monitored and the Company continues to use contract personnel whenever needed.

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Total other expenses for the nine months ended October 31, 2012 were $162,244 compared to $17,110 for the nine months ended October 31, 2011.  Mostimpairment of this increase was attributable to the interest expense associated with warrants issued during the most recent quarter.

During the nine months ended October 31, 2012 the Company recognized $281,477 of impairment charges relating to our mineral interests compared to $-0-recorded in 2012 of impairment charges for the nine months ended October 31, 2011.  The impairment charges resulted from the Company’s evaluation of certain mineral interests associated with the New Fork acquisition.$281,477.

For the nine months ended October 31, 2012, the Company reported a net loss of $1,013,683 compared to a net loss of $426,258 for the nine months ended October 31, 2011.15

Liquidity and Financial Condition

The Company had unrestricted cash on hand at October 31, 2012,April 30, 2013, of $80,632$6,502 compared to $315$21,323 on January 31, 2012. The increase was attributable to cash injected from the acquisition of New Fork and note payable from an unaffiliated accredited investor.2013. The Company also holds restricted cash of $35,000 relating to reclamation bonds covering the mineral properties acquired from Tournigan Energy.

Current liabilities amounted to $1,100,111$1,236,185 on October 31, 2012April 30, 2013 compared to $845,654$1,178,455 on January 31, 20122013 of which $747,603$796,075 and $839,040,$779,459, respectively, were owed to affiliates.  The CompanyWe also increased its current liabilities due towith a $300,000 bridge loan from a non-affiliate on August 31, 2012, which is currently in default.  Current assets amountamounted to $333,239$111,601 resulting in a working capital deficit of $766,872$1,124,585 at October 31, 2012.April 30, 2013.

Cash used in operating activities for the ninethree months ended October 31, 2012April 30, 2013 was $418,247$49,821 compared to $232,432$56,700 for the ninethree months ended October 31, 2011.April 30, 2012.