Cyclone Uranium (CYUR) 10-Q 2014 Q2 Quarterly report

FORM 10-Q

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT

Commission file number: 0-17386

CYCLONE URANIUM CORPORATION

 (Exact name of the registrant as specified in its charter)

Nevada	88-0227654
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2186 S. Holly St., Suite 104

Denver, CO  80222

(Address of principal executive offices)

303-800-0678

Telephone number, including

Area code

(Former name or former address if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, 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 x  No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:

Large accelerated filer o     Accelerated filer o     Non-accelerated filer o   Smaller reporting Company x

There were 149,062,125 shares of the issuer's common stock, par value $0.001, outstanding as of September 6, 2013.

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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:

1 mile = 1.6093 kilometers	1 metric tonne = 2,204.6 pounds
1 foot = 0.305 meters	1 ounce (troy) = 31.1035 grams
1 acre = 0.4047 hectare	1 imperial gallon = 4.5546 liters
1 long ton = 2,240 pounds	1 imperial gallon = 1.2010 U.S. gallons

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 JULY 31, 2013

CONTENTS

PART I – Financial Information
Item 1.  Financial Statements	4
Condensed consolidated financial statements and notes (unaudited):
Balance sheets	4
Statements of operations	5
Statements of cash flows	6
Notes to unaudited condensed consolidated financial statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.  Quantitative and Qualitative Disclosures About Market Risk	20
Item 4. Controls and Procedures	20
PART II – Other Information
Item 1. Legal Proceedings	21
Item 1A. Risk Factors	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.  Defaults Upon Senior Securities	21
Item 4.  Mine Safety Disclosure	22
Item 5.  Other Information	22
Item 6. Exhibits	22
Signatures	23

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ITEM 1. Financial Statements and Notes

(An Exploration Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
	July 31, 2013 (unaudited)		January 31, 2013
ASSETS
CURRENT ASSETS
Cash	$	22,563	$	21,323
Restricted deposits		35,106		35,000
Prepaid and other current assets		19,202		139,413
Total Current Assets		76,871		195,736
OTHER ASSETS
Mineral interests		1,400,000		1,400,000
Total Other Assets		1,400,000		1,400,000
TOTAL ASSETS	$	1,476,871	$	1,595,736
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	151,428	$	98,996
Accounts payable and accrued expenses - related party		79,927		88,303
Notes payable-shareholders		195,000		195,000
Note payable		300,000		300,000
Accounts payable and accrued expenses - shareholders		521,432		496,156
Total Current Liabilities		1,247,787		1,178,455
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 600,000,000 shares authorized 149,062,125 and 141,062,125 shares issued and outstanding, respectively		149,061		141,061
Additional paid-in capital		21,213,750		20,988,642
Accumulated (deficit) prior to exploration stage		(15,353,115)		(15,353,115)
Accumulated (deficit) during exploration stage		(5,780,612)		(5,359,307)
Total Stockholders' Equity (Deficit)		229,084		417,281
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,476,871	$	1,595,736
The accompanying notes are an integral part of these condensed consolidated financial statements.

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(An Exploration Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
									February 1, 2001 (Inception of ExplorationStage) to July 31,
	For the three months ended July 31,				For the six months ended July 31,
	2013		2012		2013		2012		2013
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
REVENUE	$	-	$	-	$	-	$	-	$	44,240
COSTS AND EXPENSES
Cost of revenue		-		-		-		-		50,000
Exploration expense		54,166		66,039		102,914		97,784		1,765,500
Impairment of mineral interests		-		-		-		281,477		621,277
Write down of inventory to fair value		-		-		-		-		125,000
General and administrative		126,452		112,415		230,391		272,738		4,790,103
TOTAL OPERATING EXPENSES		180,618		178,454		333,305		651,999		7,351,880
(LOSS) FROM OPERATIONS		(180,618)		(178,454)		(333,305)		(651,999)		(7,307,640)
OTHER INCOME (EXPENSES)
Interest expense - related party		-		-		-		-		(162,032)
Interest expense		(34,872)		(6,777)		(68,606)		(15,325)		(244,010)
Interest expense - shareholder		(9,232)				(19,500)				(19,500)
Relief of payables and other indebtedness		-		-		-		-		66,935
Other income		-		-		106		-		2,404,794
Interest income		-		-		-		-		37,709
TOTAL OTHER INCOME (EXPENSES)		(44,104)		(6,777)		(88,000)		(15,325)		2,083,896
(LOSS) BEFORE TAXES		(224,722)		(185,231)		(421,305)		(667,324)		(5,223,744)
INCOME TAXES		-		-		-		-		556,868
NET (LOSS)	$	(224,722)	$	(185,231)	$	(421,305)	$	(667,324)	$	(5,780,612)
NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.01)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED		146,869,190		140,170,821		144,024,832		127,393,617

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

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(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
					Period from February 1, 2001 (Inception of Exploration Stage to July 31, 2013
	Six months ended
	July 31, 2013		July 31, 2012
	(unaudited)		(unaudited)		(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(421,305)	$	(667,324)	$	(5,780,612)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Income from sale of mineral interests		-		-		(2,235,000)
Writedown of inventory to market value		-		-		125,000
Impairment of mineral interests		-		281,477		621,277
Relief of payables and other indebtedness		-		-		(66,935)
Depreciation		-		-		7,062
Common stock issued for services		-		-		419,814
Stock subscriptions related to services provided		-		100,000		82,750
Stock options issued for services		-		-		333,173
Stock based compensation		-		-		699,937
Stock option expense		73,108		99,924		149,849
Changes in assets and liabilities:
Inventory		-		-		50,000
Prepaid and other current assets		120,105		56,912		43,582
Accounts payable and accrued expenses		52,433		(56,483)		701,645
Accounts payable and accrued expenses, related party		(8,376)		-		(8,376)
Asset retirement obligation		-		-		(52,000)
Accounts payable and accrued expenses - shareholders		25,275		32,820		556,131
Net cash (used in) operating activities		(158,760)		(152,674)		(4,352,703)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received in New Fork acquisition		-		297,564		297,564
Cash received in Tournigan acquisition		-		-		12,829
Proceeds from sale of mineral interests		-		-		2,235,000
Release of reclamation bonds		-		-		895,000
Net cash provided by investing activities		-		297,564		3,440,393
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of amounts due to Tournigan Energy, Inc.		-		-		(330,000)
Cash received from sale of common stock		160,000		50,000		1,016,486
Proceeds from the exercise of stock options		-		-		35,000
Proceeds from notes payable		-		-		335,000
Proceeds from notes payable - shareholder		-		-		350,500
Repayment of note payable - shareholder		-		(149,000)		(1,181,568)
Capital contribution by shareholder		-		-		689,068
Net cash provided by financing activities		160,000		(99,000)		914,486
INCREASE(DECREASE) IN CASH		1,240		45,890		2,176
Cash, beginning of period		21,323		315		20,387
Cash, end of period	$	22,563	$	46,205	$	22,563
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Reclassification of capital contributions to note payable	$	-	$	-	$	864,068
Conversion of notes payable and accrued interest to common stock	$	-	$	-	$	329,181
Conversion of amounts due to shareholders to common stock	$	-	$	-	$	374,089
Conversion of amounts due to shareholders upon exercise of stock warrants	$	-	$	-	$	347,498
Common shares issued for stock subscriptions - shareholder	$	-	$	-	$	433,813
Conversion of amounts due to affiliate to stock subscription	$	-	$	-	$	131,282
Purchase of inventory via direct payment by shareholder	$	-	$	-	$	175,000
Contribution of accounts payable and accrued expenses - shareholder	$	-	$	-	$	50,000
Contribution of amounts due Tournigan Energy Ltd to capital	$	-	$	-	$	873,327
Common shares issued for New Fork acquisition	$	-	$	2,000,000	$	2,030,300

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

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CYCLONE URANIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2013

(Unaudited)

NOTE 1 – Nature of Operations and Basis of Presentation

Cyclone Uranium Corporation (“Cyclone” or the “Company”), and its subsidiaries are engaged in the business of mining and mineral exploration.  This includes locating, acquiring, exploring, improving, leasing and developing mineral interests, primarily in the field of precious metals.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) pursuant to Item 210 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2013.

The accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements in the Report on Form 10-K for the year ended January 31, 2013, and are supplemented throughout the notes to condensed consolidated financial statements in this report. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes included in the Company’s Report on the Form 10-K for the year ended January 31, 2013.

The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

NOTE 2 - Acquisition of New Fork Uranium Corporation

On March 14, 2012, the Company entered into a Stock Purchase Agreement whereby the shareholders of New Fork Uranium Corporation (“New 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.

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”) 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.

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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:

Fair Value of net tangible assets acquired:
Cash	$	297,564
Prepaid expenses and other assets		89,989
Accounts payable		(69,030)
Acquired net assets (100%)	$	318,523
Purchase Price:
Issuance of 50,000,000 shares of stock	$	2,030,300
Total	$	2,030,300
Mineral rights	$	1,711,777

NOTE 3 – Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares and dilutive common stock equivalents outstanding. During periods when they are anti-dilutive, common stock equivalents are not included in the calculation.

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NOTE 4 - Going Concern

The Company has an accumulated deficit of $21,133,727 and has a working capital deficit of $1,170,916 at July 31, 2013.  The Company has no current revenue producing operations and is in default on its $300,000 and $35,000 notes payable.  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 5 - Notes Payable

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 bore interest at 5% per annum through January 31, 2009, at which time the interest rate 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 Oct 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. Payments of $180,000 were made on these loans during the year ended January 31, 2013.  As of July 31, 2013 principal and interest due are $160,000 and $98,963.

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 maturity. The note and accrued interest are due and payable July 7, 2013. As of July 31, 2013, the Company recorded $2,963 in accrued interest. In connection with the 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 of the warrant at the date of grant was $25,417 using a Black Scholes option pricing model using inputs described in Note 8, and the full expense was recorded as of the date of issuance. As of July 31, 2013, the Company was unable to repay the note, thus, the Company is in default on the note.  On July 31, 2013 the balance due, including interest is $37,963. We are currently engaged in discussions with the lender with regard to negotiating an extension on the note.

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Non-affiliated

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.  As of July 31, 2013, the Company was unable to repay the note, thus, the Company is in default on the note. The default interest rate is 45%. As of July 31, 2013 the balance due, including interest, is $411,679. In addition, the note is secured by all of the property of the Company. We are currently engaged in discussions with the lender with regard to negotiating an extension on the note.  

In connection with the financing agreement, on August 31, 2012 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 of the warrant at the date of grant was $132,332 using a Black Scholes option pricing model using inputs described in Note 8, and the full expense was recorded as of the date of issuance.

NOTE 6 - 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 July 31, 2013 was $35,106, which may be released upon future inspection by the Arizona BLM.

NOTE 7 - Stockholders’ Equity (Deficit)

During the year ended January 31, 2012, the Company issued a total of 800,000 in shares to two individuals who had previously donated their time to the Company. 750,000 shares at $0.04 per share were granted and expensed as consulting expense and an additional 50,000 shares at $0.04 were granted to a related party and expensed as website expense. A related party forgave notes payable in the amount of $600,000. This amount was recorded as a contribution to capital. The Company issued a total of 6,323,820 common shares in settlement of debt of $410,860.

During the year ended January 31, 2013, the Company issued 50,000,000 shares to the shareholders of New Fork at $0.04 per share, 2,000,000 shares for a one-year investor relations services that terminated on March 19, 2013 at $0.05 per share valued at $100,000, and 2,000,000 units each consisting of one common share and one half warrant for cash of $50,000. The Company completed a private placement transaction in the amount of $50,000 by the issuance of 2,000,000 shares of common stock at $0.04 per share. Each share included one-half of a warrant exercisable at $0.05 per share.

During the quarter ended July 31, 2013 the Company, for a total of $125,000 issued 6,250,000 shares of common stock at $0.02 per share. Each share also included one-half warrant exercisable at $0.25 per share with a term of five years from issuance.

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NOTE 8 - 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 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.

On March 29, 2012, the Company issued stock options of 2,500,000 to the officers and directors. The options were priced at $0.06 per share and 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 on the following assumptions: expected life of options of 5 years, expected volatility of 305.3%, risk-free interest rate of 1.01% and no dividend yield.

On March 25, 2013 the Company issued stock options to purchase 4,000,000 shares of common stock to an individual providing contract CFO services to the Company, half of which vested upon issuance and twenty five percent will vest in each of the subsequent two years 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 $79,498 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.

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 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.

Options	Number of Shares	Weighted Average Exercise Price
Outstanding at January 31, 2013	10,250,000	$0.17
Issued	4,500,000	$0.02
Exercised	-	-
Expired/Cancelled	-	-
Outstanding at July 31, 2013	14,750,000	$0.12
Exercisable at July 31, 2013	12,500,000	$0.14

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The following table summarizes information about stock options at July 31, 2013:

Range of Prices	Weighted Average Number Outstanding	Contractual Life	Weighted Average Exercise Price	Weighted Average Number Exercisable	Weighted Average Exercise Price
$0.02	4,500,000	4.65 yrs	$0.02	2,250,000	$0.02
$0.05	2,000,000	2.81 yrs	$0.05	2,000,000	$0.05
$0.06	5,650,000	2.44 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	1.48 yrs	$0.08	500,000	$0.08
$0.30	100,000	1.48 yrs	$0.30	100,000	$0.30
$0.60	2,000,000	2.35 yrs	$0.60	2,000,000	$0.60

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, in connection with a note payable, the Company entered into a Warrant Purchase Agreement with an unaffiliated accredited investor. As part of the terms of the note, 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. The fair value of these warrants at the date of grant was $132,332 using a Black Scholes option pricing model and the following assumptions: expected life of warrants is five years, expected volatility rate of 194.81%, risk free rate of 0.59%, and an exercise price of $0.02. The $132,332 was fully expensed on the date of issuance.

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On January 7, 2013, in connection with a note payable, the Company entered into a Warrant for Purchase of Common Stock agreement with a related party investor. As stated in the agreement, the Company granted 1,000,000 shares of 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 $25,417 using a Black Scholes option pricing model and the following assumptions: expected life of warrants is three years, expected volatility rate of 210.18%, risk free rate of 0.41%, and an exercise price of $0.02. The $25,417 was fully expensed on the date of issuance.

During the quarter ended July 31, 2013 the Company, for a total of $125,000, issued 6,250,000 shares of common stock at $0.02 per share.  In addition 3,125,000 warrants were issued to these investors which are  exercisable at $0.25 per share with a term of five years from the grant date.

Warrants	Number of Shares	Weighted Average Exercise Price
Outstanding at January 31, 2013	8,814,000	$0.02
Issued	4,000,000	$0.25
Exercised	-	-
Expired/Cancelled	-	-
Outstanding at July 31, 2013	12,814,000	$0.09
Exercisable at July 31, 2013	12,814,000	$0.09

On July 31, 2013, the Company had the following outstanding warrants:

Exercise Price	Number of Shares	Remaining Contractual Life	Exercise Price Times Number of Shares	Weighted Average Exercise Price
$0.02	1,000,000	2.44 yrs	$20,000	$0.02
$0.02	6,814,000	4.09 yrs	$136,280	$0.02
$0.05	1,000,000	1.89 yrs	$50,000	$0.05
$0.25	4,000,000	4.82 yrs	$1,000,000	$0.25

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Fair Value Considerations:

GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels:

Level 1 valuations:	Quoted prices in active markets for identical assets and liabilities.
Level 2 valuations:	Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable.
Level 3 valuations:	Significant inputs to valuation model are unobservable.

We classify assets and liabilities measured at fair value in their entirety based on the lowest level of input that is significant to their fair value measurement. We measure all our stock options issued to contractors that are required to be measured at fair value on a recurring basis using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. While we had no outstanding instruments as of January 31, 2013 that required fair value measurement, 4,500,000 options were issued to contractors on March 25, 2013 which require fair value measurement for the unvested options on a quarterly basis.

The options were valued using the Black-Scholes option pricing model.  Based on the following assumptions: expected life of the options of 4.75 years, expected volatility of 232.3%, risk-free interest rate of 1.38% and a stock price of $0.03, the Company calculated an additional value for the unvested options of $22,179 which was recorded as stock option expense in the quarter ended July 31, 2013. 

The following table sets forth a reconciliation of changes in the fair value of financial liabilities classified as Level 3 in the fair valued hierarchy:

Beginning balance as of period ended January 31, 2013	$-0-
Grant date fair value of unvested options	$44,717
Fair value adjustment	$22,179
Balance as of period ended July 31, 2013	$66,896

NOTE 9 - Related Party Transactions

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 July 31, 2013, $51,359 was owed to Minex Exploration for these services.

As of July 31, 2013 James G. Baughman, our CEO and Director, was owed $14,500 in fees and $1,846 in accrued benefits for his duties as CEO and $12,222 in expense reimbursements.  As of July 31, 2013, the entire amount of $28,568 was owed to Mr. Baughman.

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NOTE 10 - Subsequent Events

On August 30, 2013 the Company entered into a $150,000 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 the payment of general operating expenses of the Company.  The note payable accumulates interest at a rate of 30% per annum and is payable on or before December 30, 2013.  The Company issued a five year warrant to the lender to purchase 5,000,000 shares of Company common stock, exercisable at $0.02 per share. 

ITEM 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Statement about Forward-Looking Statements

This Form 10-Q contains forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “hopes,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, the Company’s plans for a drill program, the Company’s potential for joint venture partners, and other characterizations of future events or circumstances are forward-looking statements. The Company’s properties are without known reserves and any proposed projects or drill programs are exploratory in nature.  Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified under “Risk Factors” in our Form 10-K for the year ended January 31, 2013.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.

The Company is under no duty to update any of these forward-looking statements after the date of this report. You should not place undue reliance on these forward-looking statements.

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Overview

Cyclone Uranium Corporation (formerly known as Fischer-Watt Gold Company, Inc., collectively with its subsidiaries, "Cyclone Uranium", “Cyclone" or the "Company"), was formed under the laws of the State of Nevada in 1986. Cyclone Uranium's primary business is mining and mineral exploration, and to that end to own, acquire, improve, sell, lease, convey lands or  mineral  claims or any  right,  title or  interest  therein;  and to search, explore,  prospect or drill for and exploit ores and minerals therein or thereupon.

Mineral Properties

Through several acquisitions, the Company evolved and has focused on building a portfolio of uranium mining claims in Wyoming, South Dakota and Arizona, the most recent of which was the March 14, 2012 acquisition of New Fork.  New Fork's assets are comprised of 521 federal mining claims covering about 10,000 acres of 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.

On March 19, 2012, James G. Baughman was appointed Chairman, President, CEO, and acting Chief Financial Officer to succeed Peter Bojtos who had held those positions since 2005.  Mr. Baughman is an experienced geologist and mining company executive with proven management skills, and possesses an international background in the mining industry. Mr. Baughman has worked as a geologist for more than 25 years in mining operations and mineral exploration projects for precious, base metals, and uranium and has also provided technical services and project management for a number of major and junior mining companies.

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 annually 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.  The Company’s business plan will require additional capital through debt or equity financing to fund these programs, which may not be available at reasonable terms, if at all.

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.

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Results of Operations

The following discussion involves the results of operations for the quarters ended July 31, 2013 and July 31, 2012 and for the six months ended July 31, 2013 and July 31, 2012.

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

Exploration expenses for the quarter ended July 31, 2013 were $54,166 compared to $66,039 for the quarter ended July 31, 2012.  Exploration expenses may fluctuate somewhat going forward as the Company adjusts its claim portfolio, but should remain in this range until the Company is able to expand its exploration drill program.

General and administrative expenses for the quarter ended July 31, 2013 amounted to $126,452 compared to $112,415 for the quarter ended July 31, 2012.  General and administrative expenses increased primarily due to greater professional services incurred over the past year.

Total other expenses for the quarter ended July 31, 2013 were $44,104 compared to $6,777 for the quarter ended July 31, 2012.  The increase was primarily due to an increase in interest expense as a result of the increased level of debt that was incurred over the past twelve months.

For the quarter ended July 31, 2013, the Company reported a net loss of $224,722 compared to a net loss of $185,231 for the quarter ended July 31, 2012.

The Company had no revenue from production during the six months ended July 31, 2013 or 2012 as the Company had no properties in production.

Exploration expenses for the six months ended July 31, 2013 were $102,914 compared to $97,784 for the six months ended July 31, 2012.  Exploration expenses may fluctuate somewhat going forward as the Company adjusts its claim portfolio, but should remain in this range until the Company is able to expand its exploration drill program.

General and administrative expenses for the six months ended July 31, 2013 amounted to $230,391 compared to $272,738 for the six months ended July 31, 2012. 

Total other expenses for the six months ended July 31, 2013 were $88,000 compared to $15,325 for the six months ended July 31, 2012.  The increase was primarily due to an increase in interest expense as a result of the increased level of debt that was incurred over the past twelve months. 

For the six months ended July 31, 2013, the Company reported a net loss of $421,305 compared to a net loss of $667,324 for the six months ended July 31, 2012.

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Liquidity and Financial Condition

The Company had unrestricted cash on hand at July 31, 2013, of $22,563 compared to $21,323 on January 31, 2013.  The Company also holds restricted cash of $35,106 relating to reclamation bonds covering the mineral properties acquired from Tournigan Energy.

Current liabilities amounted to $1,247,787 on July 31, 2013 compared to $1,178,455 on January 31, 2013 of which $195,000 were owed to affiliates for both periods.  We also increased current liabilities with a $300,000 bridge loan from a non-affiliate on August 31, 2012, which is currently in default.  Current assets amounted to $76,871 resulting in a working capital deficit of $1,170,916 at July 31, 2013.

Cash used in operating activities for the six months ended July 31, 2013 was $158,760 compared to $152,674 for the six months ended July 31, 2012.

Cash provided from investing activities for the six months ended July 31, 2013 was $-0- compared to $297,564 for the six months ended July 31, 2012.  This decrease was due to an infusion of cash from the New Fork acquisition in 2012.

Cash provided by financing activities for the six months ended July 31, 2013 was $160,000 compared to cash used in financing activities of 99,000 for the six months ended July 31, 2012.  The increase was primarily due to proceeds from the sale of common stock and a loan, offset by repayment of a portion of a shareholder note payable. 

The first phase of drilling activities on the Wyoming properties will likely cost between $3 million and $4 million.  If we are unable to raise the additional capital necessary for these activities at favorable terms, we will postpone these drilling programs until we are able to do so and cash used in operating activities would remain in line with current levels.

The Company recognizes its need for additional funding either from equity sales or borrowings to create a more favorable working capital ratio and allow for a more aggressive property acquisition program. The Company also recognizes that there is no assurance that adequate additional financing is either available or achievable on terms acceptable to it, if at all.

Management intends to raise between $3 million and $4 million in capital from the issuance of equity over the next twelve months to fund the first phases of drilling programs for the Company’s Cyclone Rim and New Fork properties. The scope of this phase would likely include drilling as many as 100 drill holes on these properties to determine the presence or absence of uranium mineralization with the intent of being able to eventually establish and support an inferred mineral resource calculation for these claims. If the Company has insufficient cash on hand, management has the ability to postpone these activities until financing is available.  Should that be the case, management has the ability to run the Company at its current level of activity and operating cash requirements going forward which require raising approximately $500,000 in capital over the next twelve months.

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On August 30, 2013 the Company entered into a $150,000 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 the payment of general operating expenses of the Company.  The note payable accumulates interest at a rate of 30% per annum and is payable on or before December 30, 2013.  The Company issued a five year warrant to the lender to purchase 5,000,000 shares of Company common stock, exercisable at $0.02 per share. 

The Company's financial statements are prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced significant net losses since inception and has a significant negative working capital position.  These issues raise substantial doubt about the Company's ability to continue as a going concern.

Other

Management believes that the Company has adequately reserved its reclamation commitments. Management also believes that the Company is substantially in compliance with all environmental regulations.

While it intends to continue with its uranium exploration, management also continues to evaluate precious and/or base-metal mineral properties with a view to developing into a cash generating, profitable, producing mine. The chief area of interest is in the western United States.

Contractual Obligations

The Company entered into an employment agreement with James Baughman on March 19, 2012.  The term is indefinite and provides for an annual salary of $36,000.  Upon termination without cause, Mr. Baughman is entitled to two times the annual salary, two times the targeted annual bonus and accrued but unused vacation time.

Off Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our shareholders.

Recently issued and adopted accounting pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to have a material impact on the Company's consolidated financial statements.

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Business Combinations

On March 14, 2012, Fischer-Watt and the Shareholders of New Fork Uranium Corporation (“New Fork”), a Wyoming corporation, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) whereby the shareholders of New Fork sold all of the issued and outstanding shares of New Fork to the Fischer-Watt in exchange for the issuance to the shareholders of an aggregate of 50,000,000 shares of common stock, $.001 par value, of Fischer-Watt.

The 50,000,000 shares of common stock of Fischer-Watt 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 Fischer- Watt’s common stock for each outstanding New Fork share of common stock issued and outstanding on the effective date of the Stock Purchase Agreement.

In a shareholder meeting held in November 2012, shareholders voted to change the name of the Company from Fischer-Watt Gold Company, Inc. to Cyclone Uranium Corporation. 

Critical Accounting Policies

There were no material changes to critical accounting policies since January 31, 2013.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

           Not applicable.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “1934 Act”), as of July 31, 2013, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer).  Based upon and as of the date of that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures are not effective to timely alert management to material information required to be included in our periodic reports filed with the Securities and Exchange Commission  and to ensure that information required to be disclosed in such reports is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosures.  However, management believes that the financial statements included in this report present fairly, in all material respects, the Company’s consolidated financial position, results of operations and cash flows for the periods presented. Due to our limited financial resources and limited personnel we are not able to, and do not intend to, immediately take any action to remediate the material weaknesses identified.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to our management, including our principal executive officer as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has not been any change in our internal controls over financial reporting that occurred during our quarterly period ended July 31, 2013 that has materially affected, or is reasonable likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

None.

Item 1A.  RISK FACTORS

There have been no material changes to the risk factors set forth in Item 1A. to Part II of our Form 10-K, as filed on April 16, 2013, except to the extent factual information disclosed elsewhere in this Form 10-Q relates to such risk factors.

Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES

During the quarter ended July 31, 2013 the Company, for a total of $125,000 issued 6,250,000 shares of common stock at $0.02 per share.  Each share also 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 the investor in reliance on the exemption from registration contained in Rule 506 of Regulation D under the Securities Act of 1933.  No commissions or other remuneration were paid on the transaction. 

Item 3. DEFAULTS UPON SENIOR SECURITIES

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.  As of July 31, 2013, the Company was unable to repay the note, thus, the Company is in default on the note.  The default interest rate is 45%. As of July 31, 2013 the balance due, including interest, is $411,679. 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.  

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 maturity. The note and accrued interest are due and payable July 7, 2013. As of July 31, 2013, the Company recorded $2,963 in accrued interest. In connection with the 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 of the warrant at the date of grant was $25,417 using a Black Scholes option pricing model using inputs described in Note 8, and the full expense was recorded as of the date of issuance.  As of July 31, 2013, the Company was unable to repay the note, thus, the Company is in default on the note.  On July 31, 2013 the balance due, including interest is $37,963.  We are currently engaged in discussions with the lender with regard to negotiating an extension on the note.

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Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

Exhibit No.	Document
3.1	Articles of Incorporation, as amended. Filed as Exhibit 2.3 to Form 10-QSB filed January 6, 1998 and incorporated herein by reference.
3.2	By-laws of the Corporation. Amended and Restated. Filed as Exhibit 3.3 to Form 10-QSB filed December 16, 1996 and incorporated herein by reference.
31	Officers Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for James G. Baughman. Filed herewith.
32	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 for James G. Baughman. Filed herewith.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CYCLONE URANIUM CORPORATION
Date:	September 20, 2013	By:	/s/ James G. Baughman
			James G. Baughman
			President and Chief Executive Officer and acting Chief Financial Officer

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