10-Q

 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 October 31, 2012

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

 FISCHER-WATT GOLD COMPANY, INC.

(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 141,062,125 shares of the issuer's common stock, par value $0.001, outstanding as of December 6, 2012.

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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

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CYCLONE URANIUM CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED OCTOBER 31, 2012

CONTENTS

PART I – Financial Information
Item 1.  Financial Statements	4
Condensed consolidated financial statements (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	19
Item 4. Controls and Procedures	19
PART II – Other Information
Item 1. Legal Proceedings	20
Item 1A. Risk Factors	20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.  Defaults Upon Senior Securities	20
Item 4.  Mine Safety Disclosure	20
Item 5.  Other Information	20
Item 6. Exhibits	21
Signature	22

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ITEM 1. Financial Statements and Notes

Cyclone Uranium Corporation

(An Exploration Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

_________________________________________________________________________________________

						October 31,		January 31,
						2012		2012
						(unaudited)
ASSETS
	CURRENT ASSETS
		Cash			$	80,632	$	315
		Restricted deposits				35,000		35,000
		Prepaid and other current assets				217,607		74,894
				Total Current Assets		333,239		110,209
	OTHER ASSETS
		Mineral interests				1,400,000		-
				Total Other Assets		1,400,000		-
	TOTAL ASSETS				$	1,733,239	$	110,209
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
	CURRENT LIABILITIES
		Accounts payable and accrued expenses			$	52,508	$	6,614
		Accounts payable and accrued expenses - related party				284,936		227,373
		Notes payable shareholders				191,000		340,000
		Note payable				300,000		-
		Accounts payable and accrued expenses - shareholders				271,667		271,667
				Total Current Liabilities		1,100,111		845,654
	STOCKHOLDERS' EQUITY (DEFICIT)
		Common stock,  $0.001 par value, 200,000,000 shares authorized      141,062,125 and 87,062,125 shares issued and outstanding,      respectively				141,061		87,061
		Additional paid-in capital				20,932,925		18,604,669
		Accumulated (deficit) prior to exploration stage				(15,353,115)		(15,353,115)
		Accumulated (deficit) during exploration stage				(5,087,743)		(4,074,060)
			Total Stockholders' Equity (Deficit)			633,128		(735,445)
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)				$	1,733,239	$	110,209

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

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Cyclone Uranium Corporation

(An Exploration Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  

__________________________________________________________________________________________

												February 1, 2001
												(Inception of
				Three Months Ended				Nine Months Ended				Exploration Stage)
				October 31,				October 31,				to October 31,
				2012		2011		2012		2011		2012
				(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
REVENUE			$	-	$	-	$	-	$	-	$	44,240
COSTS AND EXPENSES
	Cost of revenue			-		-		-		-		50,000
	Exploration expense			66,584		33,455		164,368		96,945		1,610,391
	Impairment of mineral     interests			-		-		281,477		-		590,977
	Write down of inventory     to market value			-		-		-		-		125,000
	General and     administrative			132,856		104,086		405,594		312,203		4,435,077
		TOTAL OPERATING EXPENSES		199,440		137,541		851,439		409,148		6,811,445
(LOSS) FROM OPERATIONS				(199,440)		(137,541)		(851,439)		(409,148)		(6,767,205)
OTHER INCOME (EXPENSES)
	Interest expense – related     party			(6,947)		(7,800)		(22,272)		(17,653)		(145,776)
	Interest expense			(139,976)		-		(139,976)		-		(139,976)
	Relief of payables and     other indebtedness			-		-		-		-		66,935
	Other income			-		-		-		504		2,404,688
	Interest income			4		-		4		39		37,709
		TOTAL OTHER INCOME (EXPENSES)		(146,919)		(7,800)		(162,244)		(17,110)		2,223,580
(LOSS) BEFORE TAXES				(346,359)		(145,341)		(1,013,683)		(426,258)		(4,543,625)
INCOME TAXES				-		-		-		-		556,868
NET (LOSS)			$	(346,359)	$	(145,341)	$	(1,013,683)	$	(426,258)	$	(5,100,493)
		NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(0.00)		(0.00)	$	(0.01)	$	(0.01)
		WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED		141,062,125		81,016,275		131,999,854		80,513,655

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

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Cyclone Uranium Corporation

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

__________________________________________________________________________________________

											Period from
											February 1, 2001
											(Inception of
				Nine months ended							Exploration Stage
				October 31,					October 31,		to October 31,
				2012					2011		2012
				(unaudited)					(unaudited)		(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net (loss)		$	(1,013,683)		$			(426,258)	$	(5,100,493)
	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					-		590,977
		Relief of payables and other indebtedness		-					-		(66,935)
		Depreciation		-					-		7,062
		Common stock issued for services		100,000					95,280		419,814
		Stock subscriptions related to services provided		-					-		82,750
		Stock options issued for services		-					-		75,500
		Stock based compensation									699,937
		Non cash interest expense		132,332							132,332
		Stock option expense		99,924					76,741		176,665
	Changes in assets and liabilities:
		Inventory		-					-		50,000
		Prepaid and other current assets		(52,724)					(31,745)		(124,416)
		Accounts payable and accrued expenses		(5,341)					53,550		517,549
		Asset retirement obligation		-					-		(52,000)
		Accounts payable and accrued expenses - shareholders		39,768					-		570,624
		Net cash (used in) operating activities		(418,247)					(232,432)		(4,130,634)
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			50,000				-			856,486
	Proceeds from the exercise of stock options			-				-			35,000
	Proceeds from notes payable			300,000				-			300,000
	Proceeds from notes payable - shareholder			-				180,000			350,500
	Repayment of note payable - shareholder			(149,000)				-			(1,150,568)
	Capital contribution by shareholder			-				-			689,068
		Net cash provided by financing activities		201,000				180,000			750,486
INCREASE(DECREASE) IN CASH				80,317				(52,432)			60,245
Cash, beginning of period				315				58,764			20,387
Cash, end of period			$	80,632	$		6,332			$	80,632
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		$	-	$		141,681			$	329,181
	Conversion of amounts due to shareholders    to common stock		$	-	$		-			$	374,089
	Conversion of amounts due to shareholders    upon exercise of  stock warrants		$	-	$		231,498			$	347,498
	Common shares issued for stock    subscriptions		$	-	$		-			$	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		$	-	$		600,000			$	873,327
	Common shares issued for New Fork    acquisition		$	2,000,000	$		-			$	2,000,000

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

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CYCLONE URANIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2012

(Unaudited)

NOTE 1 – Nature of Operations and Basis of Presentation

Cyclone Uranium Corporation (formerly Fischer-Watt Gold Company, Inc., referred to herein as “Fischer-Watt” 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 Report on Form 8-K as filed July 3, 2012 and the Annual Report on Form 10-K for the year ended January 31, 2012.

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 8-K as filed July 3, 2012 and the Form 10-K for the year ended January 31, 2012, 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 Report on Form 8-K as filed July 3, 2012 and the Form 10-K for the year ended January 31, 2012.

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 - Mineral Interests

On February 27, 2009, the Company completed the acquisition of 100% of the common shares of Tournigan USA, Inc. (“TUSA”), a wholly owned subsidiary of Tournigan Energy, Ltd. (“Tournigan Energy”). As consideration for this transaction, the Company issued Tournigan Energy an interest-free promissory note in the amount of $325,327. In addition, the Company agreed to secure the release of, or reimburse Tournigan Energy for, the existing reclamation bonds on the properties in the amount of $930,000, less any applicable reclamation costs. The Company granted Tournigan Energy a 30% carried interest on each of the existing properties up to the completion of a feasibility study for any project encompassing any of these properties. At that point, Tournigan Energy could elect to convert its interest into a 30% contributing working interest or allow its interest to dilute to a 5% net profits interest.

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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:

Fair value of net tangible assets acquired:
	Cash	$     12,829
	Accrued interests receivable	3,202
	Restricted deposits	930,000
	Accounts payable	(204)
	Asset retirement obligation	(52,000)
	Acquired net assets (100%)	893,827
Purchase Price:
	Promissory note payable	$   325,327
	Due to Tournigan Energy, net	878,000
	Total	$ 1,203,327
	Mineral rights	$   309,500

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.

NOTE 3 - 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.

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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”) 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:

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	$ 2,000,000
	Total	$ 2,000,000
	Mineral rights	$1,681,477

Subsequent to the acquisition of New Fork, 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 $281,477 for the quarter ended April 30, 2012.

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NOTE 4 – 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.

NOTE 5 - Going Concern

The Company has incurred operating losses of $20,440,858 since inception and has a working capital deficit of $766,872 at October 31, 2012.  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 6 - Notes Payable – Shareholder

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 bears interest at 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 October 27, 2011, for a loan total at the time of $340,000.  The terms 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 as of October 31, 2012.

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.  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, the Company was unable to repay the note, thus, the Company is in default on the note.  The default interest rate is 45%. We are currently engaged in discussions with the lender with regard to negotiating an extension on the note.

NOTE 7 - 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, 2012 was $35,000, which may be released upon future inspection by the Arizona BLM.

NOTE 8 - Stockholders’ Equity (Deficit)

During the nine months ended October 31, 2012, the Company issued 50,000,000 shares to the shareholders of New Fork at $0.04 per share, 2,000,000 shares for services 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.

NOTE 9 - Common Stock Options and Warrants    

The Company's Stock Option Plan states that the exercise price of each option will be granted at an amount that equals the 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. 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, 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.

Options	Number of Shares	Weighted Average Exercise Price	Remaining Contractual Life (in years)	Aggregate Intrinsic Value
Outstanding at February 1, 2012	13,450,000	$0.25	2.02 yrs	$0.00
Issued	2,500,000	$0.06	4.38 yrs	$0.00
Exercised	-	-	-
Expired/Cancelled	(1,700,000)	$0.10	-	$0.00
Outstanding at October 31, 2012	14,250,000	$0.23	2.57 yrs	$0.00
Exercisable at October 31, 2012	14,250,000	$0.23	2.57 yrs	$0.00

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

Range of Prices	Weighted Average Number Outstanding	Contractual Life	Weighted Average Exercise Price	Weighted Average Number Exercisable	Weighted Average Exercise Price
$0.05	2,000,000	3.55 yrs	$0.05	2,000,000	$0.05
$0.06	3,150,000	2.22 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	2.22 yrs	$0.08	500,000	$0.08
$0.30	100,000	2.22 yrs	$0.30	100,000	$0.30
$0.40	4,000,000	.10 yrs	$0.40	4,000,000	$0.40
$0.60	2,000,000	3.10 yrs	$0.60	2,000,000	$0.60
$0.06	2,500,000	4.38 yrs	$0.06	2,500,000	$0.06

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, 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 amortized to interest expense over the term of the bridge loan.    

On October 31, 2012, 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	Aggregate Intrinsic Value
$0.05	1,000,000	2.63 yrs	$50,000	$0.05	$0.00
$0.02	6,814,000	4.84 yrs	$136,280	$0.02	$0.00

NOTE 10 - 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 October 31, 2012, $51,358 was owed to Minex Exploration for these services.

Prior 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.

NOTE 11 - Subsequent Events

On September 17, 2012 the Company’s Board of Directors and on November 12, 2012 the Company’s shareholders approved an amendment to change the name of the Company to Cyclone Uranium Corporation and also to increase the Company’s authorized shares of common stock to 600,000,000.  The Company filed an amendment to its Articles of Incorporation 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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 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 continuing development of the Company’s website, the prospects for selling advertising on the website and new visitors and visitor page views related to advertising agreements, the Company’s anticipated growth and potentials in its business, and other characterizations of future events or circumstances are forward-looking statements. 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, 2012.  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.

Overview

Cyclone Uranium Corporation (formerly known as Fischer-Watt Gold Company, Inc., collectively with its subsidiaries, "Fischer-Watt", "FWG" or the "Company"), was formed under the laws of the State of Nevada in 1986. Fischer-Watt'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.

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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.

Results of Operations

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

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

Exploration expenses for the quarter ended October 31, 2012 were $66,584 compared to $33,455 for the quarter ended October 31, 2011.  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, 2012 amounted to $132,856 compared to $104,086 for the quarter ended October 31, 2011.  General and administrative expenses increased approximately 27% primarily due to increased professional services incurred during the quarter.

Total other expenses for the quarter ended October 31, 2012 were $146,919 compared to $7,800 for the quarter ended October 31, 2011.  Most of this increase was attributable to the interest expense associated with warrants issued during the most recent quarter.

For the quarter ended October 31, 2012, the Company reported a net loss of $346,359 compared to a net loss of $145,341 for the quarter ended October 31, 2011.

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 properties 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 is 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.  Most 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- 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.

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.

Liquidity and Financial Condition

The Company had unrestricted cash on hand at October 31, 2012, of $80,632 compared to $315 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.  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 on October 31, 2012 compared to $845,654 on January 31, 2012 of which $747,603 and $839,040, respectively, were owed to affiliates.  The Company increased its current liabilities due to a $300,000 bridge loan from a non-affiliate on August 31, 2012, which is currently in default.  Current assets amount to $333,239 resulting in a working capital deficit of $766,872 at October 31, 2012.

Cash used in operating activities for the nine months ended October 31, 2012 was $418,247 compared to $232,432 for the nine months ended October 31, 2011.

Cash provided from investing activities for the nine months ended October 31, 2012 was $297,564 compared to $-0- for the nine months ended October 31, 2011.  This increase was due to an infusion of cash from the New Fork acquisition.

Cash provided by financing activities for the nine months ended October 31, 2012 was $201,000 compared to $180,000 for the nine months ended October 31, 2011.  The increase was primarily due to proceeds from the sale of  common stock and a bridge loan, offset by repayment of a portion of a shareholder note payable.

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.

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.

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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.

Business Combinations

On March 14, 2012, Fischer-Watt and the Shareholders of New Fork Uranium Corporation, a Wyoming corporation, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) whereby the shareholders of Company 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.  

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Critical Accounting Policies

There were no material changes to critical accounting policies since January 31, 2012.

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 October 31, 2012, 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.

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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

We had significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the 1934 Act) during the nine months ended October 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as a result of the acquisition of New Fork. Primarily we had changes in key personnel and changes in key policies and procedures as we integrated the results of this new entity. We continue to develop controls and procedures and plans to implement additional controls and procedures sufficient to accurately report our financial performance in the foreseeable future.

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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-Q, as filed on July 6, 2012, 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

On June 19, 2012 the Company issued 2,000,000 shares of common stock and a warrant to purchase 1,000,000 shares of our common stock at $0.05 per share within a three year period.  The Company received $50,000 for the purchase of these securities.  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 the October 30, 2012 maturity date, the Company failed to pay the principal and interest outstanding on the August 31, 2012 Secured Convertible Promissory Note issued by the Company to an unaffiliated accredited investor.  As such, the Company is in default under the note, which is secured by all of the real and personal property of the Company.  The default interest rate on the note is 45%.  The principal amount of the note is $300,000. We are currently engaged in discussions with the lender with regard to negotiating an extension on the note.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

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Item 6. EXHIBITS

Exhibit No.	Document
3.1	Articles of Incorporation, as amended.  Filed herewith.
3.2	By-laws of the Corporation. Amended and Restated. Filed herewith.
10.1	Note and Warrant Purchase Agreement, dated August 31, 2012 between the Corporation and BOCO Investments, LLC. Filed herewith.
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.
101	Interactive data files pursuant to Rule 405 of Regulation S-T.  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:	December 17, 2012	By:	/s/ James G. Baughman
			James G. Baughman
			President and Chief Executive Officer

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EX-3

EXHIBIT 3.1

ARTICLES OF INCORPORATION

OF

CYCLONE URANIUM CORPORATION

ARTICLE I

Name

The name of the Corporation is Cyclone Uranium Corporation.

ARTICLE II

Duration

The duration of the Corporation is perpetual.

ARTICLE III

Purposes

The purposes for which this Corporation is organized are:

Section 1.

To engage in the business of mining and mineral exploration, and to that end to own, acquire, improve, develop, sell, lease, and 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.

Section 2.

To purchase or otherwise acquire, own, mortgage, sell, manufacture, assign, and transfer, or otherwise dispose of, invest, trade, deal in and with real and personal property, of every kind, class, and description.

Section 3.

To issue promissory notes, bonds, debentures, and other evidences of indebtedness in the furtherance of any of the stated purposes of the Corporation.

Section 4.

To enter into or execute contracts of any kind and character, sealed or unsealed, with individuals, firms, associations, corporations (private, public, or municipal), political subdivisions of the United States or with the Government of the United States.

Section 5.

To acquire and develop any interest in patents, trademarks, and copyrights connected with the business of the corporation.

Section 6.

To borrow money, without limitation, and give a lien on any of its property as security for any borrowing.

Section 7.

To acquire by purchase, exchange, or otherwise, all, or any part of, or any interest in, the properties, assets, business and goodwill of any one or more persons, firms, associations, or corporations either within or out of the State of Nevada heretofore or hereafter engaged in any business for which a corporation may now or hereafter be organized under the laws of the State of Nevada; pay for the same in cash, property, or the Corporation’s own or other securities; hold, operate, reorganize, liquidate, sell, or in any manner dispose of the whole or any part thereof; and in connection therewith, assume or guaranty performance of any liabilities, obligations, or contracts of such persons, firms, associations or corporations, and to conduct the whole or any part of any business thus acquired.

___________________________________________________________________________________

Section 8.

To purchase, receive, take, acquire, or otherwise acquire, own and hold, sell, lend, exchange, reissue, transfer or otherwise dispose of, pledge, use, cancel, and otherwise deal in and with the Corporation’s shares and its other securities from time to time to the extent, in the manner and upon terms determined by the Board of Directors; provided that the Corporation shall not use its funds or property for the purchase of its own shares of capital stock when its capital is impaired or when the purchase would cause any impairment of the Corporation’s capital, except to the extent permitted by law.

Section 9.

To reorganize, as an incorporator, or cause to be organized under the laws of any State of the United States of America, or of any commonwealth, territory, agency,  or instrumentality of the United States of America, or of any foreign country, a corporation or corporations for the purpose of conducting and promoting any business or purpose for which corporations may be organized, and to dissolve, wind up, liquidate, merge, or consolidate any such corporation or corporations or to cause the same to be dissolved, wound up, liquidated, merged, or consolidated.

Section 10.

To do each and every thing necessary, suitable or proper for the accomplishment of any of the purposes or the attainment of any of the objects herein enumerated, or which shall at any time appear conducive to or expedient for the protection or benefit of the Corporation.

Section 11.

To engage in any lawful business or activity which may be conducted under the laws of the State of Nevada or any other state or nation wherein this Corporation shall be authorized to transact business.

ARTICLE IV

Capitalization

Section 1.

The total number of shares of all classes which the Corporation has authority to issue is 600,000,000, all of which shall be Common Stock, par value $.001 per share.

Section 2.

Cumulative voting shall not be allowed in the election of Directors or for any other purpose.

Section 3.

No holder of any shares of Common Stock of the Corporation shall have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of the Corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such shares, or any warrants or other instruments evidencing such rights or options to subscribe for, purchase, or otherwise acquire such shares.

Section 4.

All shares, Common and Preferred, after the amount fixed by the Board of Directors has been paid, shall be subject to no further assessment to pay the debts of the Corporation and no stock issued as fully paid-up shall ever be assessable or assessed, and these Articles of Incorporation shall not and cannot be amended, regardless of the vote therefor, so as to amend, modify or rescind this Section 4 of Article IV.

ARTICLE V

Principal Office

The address of the principal office of the Corporation is 7253 Mira Vista, Las Vegas, Nevada 89120. The Corporation may maintain such other offices, either within or out of the State of Nevada, as the Board of Directors may from time to time determine or the business of the Corporation may require.

___________________________________________________________________________________

ARTICLE VI

Directors

The Corporation shall be governed by a Board of Directors and shall have not less than three (3) nor more than seven (7) directors as determined, from time to time, by the Board of Directors; provided, however, that if the Corporation shall at any time have fewer than three (3) shareholders, the Board of Directors may consist of fewer than three (3) directors, but in no event fewer than the total number of such shareholders. The original Board of Directors shall be comprised of one (1) person.  The name and address of the person  who  is  to  serve  as  director  until  the  first  annual  meeting  of shareholders and until his successor is elected and shall qualify is as follows:

Carl E. Lovell, Jr.

72S3 Htra Vtata

Las Vegas, Nevada 89120

ARTICLE VII

Indemnification

Section 1.

No officer or director of this Corporation shall have any personal liability to the Corporation or to the stockholders of this Corporation for any damages, loss, or claim for breach of a fiduciary duty as an officer or director, except any liability, damage, loss, or claim for: (1) Acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law; or (2) The payment of dividends in violation of N.R.S. 78.300.

Section 2.

Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit, or proceedings, whether civil, criminal, administrative, or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the law of the State of Nevada from time to time against all expenses, liability, and loss, including attorneys’ fees, judgments, fines, and amounts paid or to be paid in settlement reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers, or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article.

Without limiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification to provide at all times the fullest indemnification permitted by law of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against all liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.

Whether or not provided by the Bylaws, the indemnification provisions above provided shall include, but not be limited to, reimbursement of all fees, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred, in connection with the defense or settlement of any action or suit.

___________________________________________________________________________________

Section 3.

The Board of Directors may from time to time provide in the Bylaws or by resolution such other provisions for indemnification of the officers, directors, agents and other persons of the Corporation to the full extent permitted by the laws of the State of Nevada.

EX-3

EXHIBIT 3.2

BYLAWS

OF

CYCLONE URANIUM CORPORATION

ARTICLE I

Offices

Section 1.

Registered Office.  The registered office of Cyclone Uranium Corporation (hereinafter referred to as the "Corporation"), shall be maintained at such locations within the State of Nevada as the officers of the Corporation from time to time shall designate.  The Corporation shall maintain in and in charge of such registered office an agent upon whom process against the Corporation may be served.

Section 2.

Other Offices. The Corporation may also have an office or offices at such other place or places, either within or without the State of Nevada, as the Board of Directors from time to time may determine or the business of the Corporation may require.

ARTICLE II

Meetings of Shareholders

Section 1.

Annual Meetings.  The annual meeting of the shareholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as shall be designated by the Board of Directors and stated in the notice of such meeting.  If the election for directors shall not be held on the day designated therefor or at any adjournment thereof, the directors shall cause such election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.  At such special meeting, the shareholders may elect the directors and transact any other business with the same force and effect as at an annual meeting duly called and held.

Section  2.

Special Meetings. A special meeting of the shareholders for any purpose or purposes, unless otherwise prescribed by statute, may be called at any time and shall be called by the President or Secretary upon the direction of the Board of Directors.

Section 3.

Place of Meetings.  All meetings of the shareholders of the Corporation shall be held at the principal place of business of the Corporation or at such other place, within or without the State of Nevada, as shall be designated by the Board of Directors and stated in the notice of the meeting.

Section 4.

Notice of Meetings.  Except as otherwise provided by law, notice of each meeting of the shareholders, whether annual, special, or adjourned, shall be given, not less than ten (10) days nor more than sixty (60) days before the day on which the meeting is to be held, to each shareholder of record entitled to vote at such meeting by delivering a written or printed notice thereof to him personally or by mailing such notice in a postage prepaid envelope addressed to him at his post office address as it appears upon the records of the Corporation.  Except where expressly required by law, no publication of any notice of a meeting of shareholders shall be required.  Notice of any meeting of shareholders shall not be required to be given to any shareholder who shall in person or by proxy waive notice, in writing, of any meeting, whether before or after such meeting. Notice of any adjourned meeting of the shareholders shall not be required to be given, except where expressly required by law.

1

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Section  5.

Quorum.  At each meeting of the shareholders, the presence in person or by proxy of shareholders holding of record one-third of the outstanding shares entitled to vote at such meeting shall be necessary and sufficient to constitute a quorum for the transaction of business. In the absence of a quorum, the shareholders entitled to vote who are present in person or by proxy at the time and place of any meeting, or, if no shareholder entitled to vote is so present in person or by proxy, any officer entitled to preside at or act as secretary of such meeting, may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.

Organization. At every meeting of the shareholders, the Chairman of the Board, or, in his absence, the Vice Chairman of the Board, or, in the absence of the Chairman and Vice Chairman of the Board, the President or, in his absence, a chairman chosen by a majority in interest of the shareholders present in person or by proxy and entitled to vote thereat, shall act as chairman.  The Secretary, or, in his absence, an Assistant Secretary, shall act as secretary at all meetings of the shareholders. In the absence from any such meeting of the Secretary or an Assistant Secretary, the chairman may appoint any person to act as secretary of the meeting.

Section 7.

Business and Order of Business. At each meeting of the shareholders, such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of such meeting or in a waiver of notice thereof, except as otherwise required by law or expressly provided herein. The order of business at all meetings of the shareholders shall be as determined by the chairman.

Section 8.

Voting.  At each meeting of the shareholders, each shareholder shall be entitled to one vote in person or by proxy for each share of the Corporation having voting rights registered in his name on the books of the Corporation at the close of business on the date fixed as a record date for the determination of the shareholders entitled to vote. Any shareholder entitled to vote may vote in person or by proxy in writing; provided, however, that no proxy shall be valid after six (6) months from the date of its creation, unless it is coupled with an interest or unless the shareholder specifies in it the length of time for which it is to continue in force, which may not exceed seven (7) years from the date of its creation.  The presence at any meeting of any shareholder who has given a proxy shall not revoke such proxy.

At each meeting of the shareholders, all matters other than those the manner of deciding of which is expressly regulated by statute, the Articles of Incorporation, or these Bylaws, shall be decided by a majority of the votes cast by the holders of shares entitled to vote thereon.

The Board of Directors, in advance of any meeting of the shareholders, or the chairman of the meeting, at such meeting, may appoint one or more inspectors of election to act at the meeting or any adjournment thereof.

Section 9.

Action by Shareholders without a Meeting.  Any action required or permitted to be taken at a meeting of the shareholders under any provisions of the Nevada Revised Statutes, the Articles of Incorporation, or these Bylaws may be taken without a meeting if a majority of the shareholders entitled to vote thereon consent in writing to such action being taken, except that if a different proportion of voting power is required for such action at a meeting, then that proportion of written consents is required. Whenever corporate action is so taken, the consents of the shareholders consenting thereto shall be filed with the minutes of proceedings of the shareholders of the Corporation.

2

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ARTICLE III

Board of Directors

Section 1.

General Powers.  The property, affairs, and business of the Corporation shall be managed by the Board of Directors.

Section 2.

Number, Qualifications, and Term of Office.  Except as otherwise provided by the Articles of Incorporation of the Corporation, the number of directors shall be fixed from time to time by resolution of the Board of Directors, but in no instance shall there be less than three (3) directors nor more than seven (7) directors constituting the Board of Directors.  The directors shall be elected annually at the annual meeting of the shareholders.  Each director shall hold office until his successor shall have been elected, until his death, until he shall have resigned in the manner set forth in Section 12 of this Article III, or until he shall have been removed in the manner set forth in Section 13 of this Article III, whichever shall first occur.  Any director elected to fill a vacancy in the Board of Directors shall be deemed elected for the unexpired portion of the term of his predecessor on the Board of Directors. Each director, at the time of his election, shall be a natural person at least eighteen (18) years of age, and need not be a shareholder of the Corporation.

Section 3.

Election of Directors.  At each meeting of the shareholders for the election of directors, the directors shall be chosen by a plurality of the votes cast at such election by the holders of shares entitled to vote thereon.

Section 4.

 Annual Meetings.  The annual meeting of the Board of Directors shall be held in each year immediately after the annual meeting of shareholders, at such place as the Board of Directors from time to time may fix and, if so held, no notice of such meeting need be given.

Section 5.

Regular Meetings. Regular meetings of the Board of Directors shall be held at such times as the Board of Directors shall determine.  If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at said place at the same hour on the next succeeding business day that is not a legal holiday.  Notice of regular meetings need not be given.

Section 6.

Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, Vice Chairman of the Board, President or any two (2) directors. Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least five (5) days before the day on which the meeting is to be held, or shall be sent to him at such place by facsimile, telegraph, cable, telex, or the equivalent, or be delivered personally or by telephone, not later than the day preceding the day on which the meeting is to be held. Neither the business to be transacted nor the purpose of the meeting need be specified in the notice.  Notice of any meeting of the Board of Directors need not be given, however, if waived in writing either before or after such meeting.

Section 7.   

Place of Meeting. Meetings of the Board of Directors may be held at such place or places within or without the State of Nevada as the Board of Directors from time to time may designate.

Section 8.

Quorum and Manner of Acting.  A majority of the directors shall be required to constitute a quorum for the transaction of business at any meeting.  The act of a majority of the directors present at any meeting while a quorum is present shall be an act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum be had.  Notice of any adjourned meeting shall be given in the same manner as notice of special meetings is required to be given as set forth in these Bylaws. The directors shall act only as a board and the individual directors shall have no power as such.

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Section 9.

Action by Written Consent.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if, prior or subsequent to such action, all members of the Board of Directors or of such committee, as the case may be, consent (hereto in writing and such written consents are filed with the minutes of the proceedings of the Board of Directors or committee.  Such consent shall have the same effect as a unanimous vote of the Board of Directors or committee for all purposes and may be stated as such in any certificate or other document filed with the Secretary of State.

Section 10.

Organization.  At each meeting of the Board of Directors, the Chairman of the Board or, in his absence, the Vice Chairman of the Board, or in the absence of the Chairman and Vice Chairman of the board, the President or, in his absence, a chairman chosen by a majority of the directors present, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary, or, in the absence of the Secretary and the Assistant Secretaries, any person appointed by the chairman, shall act as secretary of the meeting.

Section  11.

Order of Business.   At all meetings of the Board of Directors, business may be transacted in such order as the Board of Directors may determine.

Section 12.

Resignations. Any director of the Corporation may resign at any time by giving written notice to the President or to the Secretary of the Corporation.  The resignation of any director shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section  13.

Removal  of Directors.  Any directors may be removed at any time, either with or without cause, by a vote of two-thirds of the voting power of the stock of the Corporation at any regular or special meeting of the shareholders and the vacancy in the Board of Directors caused thereby may be filled by the shareholders at the same meeting.

Section  14.    

Vacancies. Any vacancy in the Board of Directors, whether caused by death, resignation, removal, disqualification, an increase in the number of directors, or any other cause, may be filled by the act of a majority of the remaining directors.

Section  15.

Compensation. Unless otherwise established by resolution of the Board of Directors, the directors shall receive no compensation for their services as directors.

Section  16.

Committees of Board of Directors.  The Board of Directors may designate one or more committees which, to the extent provided in the resolution or resolutions establishing such committees, have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation.  The committee or committees must have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.  Each committee must include at least one director and may include natural persons who are not directors.

ARTICLE IV

Officers

Section  1.

Number.  The officers of the Corporation shall be a President, a Treasurer, and a Secretary, and, in the discretion of the Board of Directors, a Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, and one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers, and such other officers as may be deemed necessary.

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Section  2.

Election, Qualifications, and Terms of Office.  The officers shall be elected annually by the Board of Directors.  Each officer must be a natural person and shall hold office until his successor shall have been chosen, or until his earlier death, resignation, or removal in the manner provided in these Bylaws.  Any person may hold more than one office.

Section 3.

Resignations and Removals.  Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the President, or the Secretary of the Corporation.  Unless otherwise specified in such written notice, such resignation shall take effect upon receipt of the notice thereof by the Board of Directors or any such officer.  Any officer may be removed at any time, with or without cause, by the Board of Directors.

Section 4.

Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 5.

The Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the shareholders and directors.  He shall supervise the carrying out of the policies adopted or approved by the Board of Directors.  He shall have general executive powers, as well as the specific powers conferred by these Bylaws.  He shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to him by the Board of Directors.

Section 6.

The Vice Chairman of the Board.  The Vice Chairman of the Board shall preside, in the absence of the Chairman of the Board, at all meetings of the shareholders and directors.  He shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to him by the board of directors.

Section 7.

The President. The President shall be the chief executive officer of the Corporation.  In the absence of the Chairman and Vice Chairman of the Board, the President shall preside at all meetings of the shareholders and directors.  Subject to the direction of the Board of Directors, he shall have general charge of the business affairs and property of the Corporation and general supervision over its officers and agents.  He shall see that all orders and resolutions of the Board of Directors are carried into effect. He may sign, with any other officer thereunto authorized, share certificates of the Corporation, the issuance of which shall have been duly authorized, and may sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts, agreements, and other instruments duly authorized by the Board of Directors, except in these instances where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent.  From time to time, he shall report to the Board of Directors all matters within his knowledge which the interests of the Corporation may require to be brought to their attention.  He shall also perform such other duties as are given to him by these Bylaws or as from time to time may be assigned to him by the Board of Directors.

Section 8.

The Secretary. The Secretary shall (a) record all the proceedings of the meetings of the shareholders and Board of Directors in a book or books to be kept for that purpose; (b) cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by statute; (c) be custodian of the records and of the seal of the Corporation and cause such seal to be affixed to all certificates representing shares of the Corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation under its seal shall have been duly authorized; (d) see that the lists, books, reports, statements, certificates, and other documents and records required by statute are properly kept and filed; (e) have charge of the share record books of the Corporation and cause the

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same to be kept in such manner as to show at any time the amount of shares of the Corporation issued and outstanding, the names and addresses of the holders of record thereof, the number of shares held by each, and the date when each became such holder of record; (f) sign (unless the Treasurer shall sign) certificates representing shares of the Corporation, the issuance of which shall have been duly authorized; and (g) in general, perform all duties incident to the office of Secretary and such other duties as are given to him by these Bylaws or as from time to time may be assigned to him by the Board of Directors or the President.  At the request of the Board of Directors or the President, an Assistant Secretary may exercise any and all powers and perform any and all duties of the Secretary.

Section 9.

The Treasurer.  The Treasurer shall be the chief financial officer of the Corporation and shall (a) have charge of and supervision over and be responsible for the funds, securities, receipts, and disbursements of the Corporation; (b) cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies, or with such bankers or other depositories, as shall be selected in accordance with Section 3 of Article V of these Bylaws or to be otherwise dealt with in such manner as the Board of Directors may direct; (c) cause the funds of the Corporation to be disbursed by checks or drafts upon the authorized depositories of the Corporation and cause to be taken and preserved proper vouchers for all moneys disbursed; (d) render to the Board of Directors or the President, whenever requested, a statement of the financial condition of the Corporation and of all his transactions as Treasurer; (e) cause to be kept, at the principal office of the Corporation or at such other office (within or without the State of Nevada) as shall be designated by the Board of Directors, correct books of account of all its business and transactions; (f) sign (unless the Secretary shall sign) certificates representing shares of the Corporation, the issuance of which shall have been duly authorized; and (g) in general, perform all duties incident to the office of Treasurer and such other duties as are given to him by these Bylaws or as from time to time may be assigned to him by the Board of Directors or the President.  At the request of the Board of Directors or the President, an Assistant Treasurer may exercise any and all powers and perform any and all duties of the Treasurer.

Section 10.

The Vice Presidents. At the request of the Board of Directors or the President, a Vice President shall perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all restrictions upon the President.  A Vice President may also sign, with any other officer thereunto duly authorized, share certificates of the Corporation, the issuance of which shall have been duly authorized, and may sign and execute in the name of the Corporation, deeds, mortgages, bonds, contracts, agreements, and other instruments duly authorized by the Board of Directors, except in those instances where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent.  Each Vice President shall perform such other duties as are given to him by these Bylaws or as from time to time may be assigned to him by the Board of Directors or the President.

Section 11.

Salaries.  The salaries of the officers of the Corporation shall be fixed from time to time by the Board of Directors.  No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

Section 12.

Surety Bonds.  In the event the Board of Directors shall so require, any officer or agent of the Corporation shall execute a bond to the Corporation, in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful discharge of his duties.

ARTICLE V

Contracts and Financial Matters

Section 1.

Execution of Contracts.  The President or any Vice President, subject to the approval of the Board of Directors, may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation.  Such authorization may be general or confined to specific instances.

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Section 2.

Checks and Drafts.  All checks, drafts, or other orders for the payment of money and all notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers or agent or agents of the Corporation as shall be thereunto so authorized from time to time by resolution of the Board of Directors.

Section 3.

Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositories as the Board of Directors may select or as may be selected by any officer or officers or agent or agents authorized so to do by the Board of Directors. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories shall be made in such manner as the Board of Directors from time to time may determine.

Section 4.

General and Special Bank Accounts. The Board of Directors may authorize from time to time the opening and keeping of general and special bank accounts with such banks, trust companies, or other depositories as it may designate and may make such special rules and regulations with respect thereto, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

Section 5.

Loans.  No loans or advances shall be contracted on behalf of the Corporation and no negotiable paper shall be issued in its name, unless and except as authorized by the Board of Directors.  Such authorization may be general or confined to specific instances.  Any officer or agent of the Corporation thereunto so authorized may effect loans and advances for the Corporation and for such loans and advances may make, execute, and deliver promissory notes, bonds, or other evidences of indebtedness of the Corporation.  Any officer or agent of the Corporation thereunto so authorized may pledge, hypothecate, or transfer, as security for the payment of any and all loans. advances, indebtedness, and liabilities of the Corporation, any and all stocks, bonds, other securities, and other personal property at any time held by the Corporation and, to that end, may endorse, assign, and deliver the same and do every act and thing necessary or proper in connection therewith.

Section 6.

Proxies.  Proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the Corporation may be executed and delivered from time to time on behalf of the Corporation by such person or persons as shall be thereunto authorized from time to time by the Board of Directors.

ARTICLE VI

Indemnification and Insurance

Section 1.

 Indemnification of Directors and Officers. The Corporation shall indemnify each director and officer of the Corporation to the fullest extent permitted by the Nevada Revised Statutes, as the same exists or may hereafter be amended.

Section 2.

Insurance.  The Corporation may purchase and maintain insurance on behalf of any director. officer, employee, or agent of the Corporation, or of another corporation, partnership, joint venture, trust, or other enterprise, against any expenses incurred in any proceeding and against any liabilities asserted against him by reason of such person's being or having been such a director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify such person against such expenses and liabilities under the provisions of Section 1 of this Article VI.

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ARTICLE VII

Shares and Their Transfer

Section 1.

 Share Certificates.  Every holder of shares of the Corporation shall be entitled to have a certificate, signed by the President or a Vice President and either the Treasurer or the Secretary, certifying the number of shares owned by him in the Corporation.  In case any officer of the Corporation who has signed any such certificate shall cease to be such officer, for whatever cause, before the certificate shall have been delivered by the Corporation, the certificate shall be deemed to have been adopted by the Corporation unless the Board of Directors shall otherwise determine prior to the issuance and delivery thereof and may be issued and delivered as though the person who signed it had not ceased to be such officer of the Corporation.  Certificates representing shares of the Corporation shall be in such form as shall be approved by the Board of Directors.

Section  2.

Share Record Books.  The share record books and the blank share certificate books shall be kept by the Secretary of the Corporation or by any officer or agent designated by the Board of Directors.

Section  3.

Transfers of Shares.  Transfers of shares of the Corporation shall be made on the books of the Corporation by the holder of record thereof or by his attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the Secretary of the Corporation and on surrender of the certificate or certificates representing such shares.   The Corporation shall be entitled to treat the holder of record of any shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable, or other claim to or interest in such shares on the part of any other person, whether or not it or they shall have express or other notice thereof, except  as otherwise  expressly provided by statute; provided, however, that whenever any transfer  of shares  shall be made for collateral security and not absolutely and written notice thereof  shall be given to the Secretary of the Corporation, such fact shall be expressed in the entry of the transfer.   Notwithstanding anything  to the contrary  contained in these Bylaws, the Corporation shall not be required  or permitted to make any transfer of shares of the Corporation which, if made, would violate the terms and provisions of any agreement restricting  the transfer of shares of the Corporation to which the Corporation shall be a party; provided, however, that the restriction  upon the transfer  of the shares represented by any share certificate shall be set forth or referred  to upon the certificate.

Section 4.     

Regulations. Subject to the provisions of this Article VII, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issuance, transfer, and registration of certificates for shares of the Corporation.

Section 5.

Fixing of Record  Dates.  The Board of Directors  shall have the power to fix in advance a date, not more than sixty (60) days, preceding (a) the date of any meeting  of shareholders, (b) the date for the payment  of any dividend or allotment of any right, or (c) the date when any change, conversion, or exchange of shares  shall go into effect, or for the purpose of any other action, as a record date for the determination of the shareholders entitled to notice  of and to vote at any such meeting, entitled to receive payment of any such dividend or allotment  of any right, entitled to exercise the rights in respect to any such change, conversion, or exchange of shares, or entitled to participate in or be entitled to the benefit of any such other action.  Whenever a record date has been so fixed, only shareholders of record on such date shall be entitled to notice of and to vote at such meeting, to receive payment of any such dividend or allotment of any right, to exercise such rights in respect to any such change, conversion, or exchange of shares, or to participate in or be entitled to the benefit of any such other action.

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Section  6.

Transfer of Regulation S Securities. With respect  to any and all equity securities offered and sold outside the United States pursuant to Rule 903(c)(3) of Regulation S under the Securities  Act of 1933, as amended, the Corporation shall refuse to register  any transfer  of such securities not made in accordance with the provisions of Regulation S; provided, however, that if such securities are in bearer form or foreign law prevents the Corporation from refusing to register  securities transfers, other reasonable procedures (such as a legend described in paragraph (c)(3)(iii)(B)(3) of Rule 903 of Regulation S) shall be implemented to prevent any transfer of such securities not made in accordance with the provisions of Regulation S.

ARTICLE VIII

Distributions

The Board of Directors may from time to time authorize, and the Corporation may make, distributions to its shareholders in the manner and on the terms and conditions provided by the laws of the State of Nevada and the Articles of Incorporation, subject to any contractual restrictions to which the Corporation is then subject.

ARTICLE IX

Corporation Seal

The Corporation may have a corporate seal which shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall end on January 31 of each year unless otherwise fixed by resolution of the Board of Directors.

ARTICLE XI

Accountants

The Board of Directors of the Corporation from time to time shall designate the independent accountants of the Corporation.

ARTICLE XII

Amendments

All Bylaws of the Corporation shall be subject to amendment, alteration, or repeal, and new Bylaws not inconsistent with any provision of the Articles of Incorporation of the Corporation or any provision of law may be made, by the shareholders or by the Board of Directors, except as otherwise expressly required by statute.

ARTICLE XIII

Force and Effect

These Bylaws are subject to the provisions of the Nevada Revised Statutes and the Articles of Incorporation of the Corporation, as the same may be amended from time to time.  If any provision in these Bylaws is inconsistent with an express provision of either such Laws or the Articles of Incorporation, the provision of such Laws or the Articles of Incorporation, as the case may be, shall govern to the extent of such inconsistency.

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EX-10

EXHIBIT 10.1

FISCHER-WATT GOLD COMPANY, INC.

NOTE AND WARRANT PURCHASE AGREEMENT

This NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of August 31, 2012 (the “Effective Date”) by and between Fischer-Watt Gold Company, Inc., a Nevada corporation (the “Company”), and BOCO Investments, LLC, a Colorado limited liability company (“Purchaser”).

RECITAL:

To provide the Company with capital to pay maintenance fees due the Bureau of Land Management for claims held by certain wholly owned subsidiaries of the Company, Purchaser is willing to loan to the Company the principal amount of Three Hundred Thousand Dollars ($300,000.00), subject to the terms and conditions specified herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, theCompany and Purchaser, intending to be legally bound, hereby agree as follows:

1.

AMOUNT AND TERMS OF THE LOAN(S); ISSUANCE OF WARRANTS

1.1

The Loan.  Subject to and in accordance with the terms and conditions of this Agreement, Purchaser agrees to lend to the Company at the Closing (as hereinafter defined) the principal sum of Three Hundred Thousand Dollars ($300,000.00) (the “Loan Amount”) against the issuance and delivery by the Company of a secured promissory note for such amount, in the form attached hereto as Exhibit A and incorporated herein (the “Note”).  

1.2

Issuance of Warrant.  At the Closing (as defined below) the Company shall issue to Purchaser a warrant to acquire an aggregate of Six Million Eight Hundred and Fourteen Thousand (6,814,000) shares of common stock of the Company, in substantially the form attached hereto as Exhibit B and incorporated herein (the “Warrant”).  The Company and the Purchaser, as a result of arm’s length bargaining, agree that: (i) neither the Purchaser nor any affiliated company has rendered any services to the Company in connection with this Agreement; and (ii) the Warrants are not being issued as compensation.

2.

THE CLOSING

2.1

Closing Date.  The closing of the loan (the “Closing”) shall be held as of the date hereof (the “Closing Date”).  

2.2

Delivery.  At the Closing (i) Purchaser shall execute and deliver to the Company an executed counterpart of the Note; and (ii) the Company shall duly execute and issue and deliver to Purchaser (a) an original wet-signed counterpart of the Note, and (b) the original wet-signed Warrant.

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3.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

As of the Effective Date, the Company hereby represents and warrants to Purchaser as follows:

3.1

Capitalization.

(a)

The authorized capital stock of the Company immediately prior to the Closing consists of 200,000,000 shares of Common Stock, par value $0.001 per share, 141,062,125 shares issued and outstanding prior to the Closing.  Other than its Common Stock, the Company has no other classes of stock.

(b)

The Company currently has outstanding options to purchase 14,250,000 shares of Common Stock.  The Company expects to adopt a 2012 Stock Option Plan before the end of the calendar year.

(c)

Except for the options stated above and warrants to acquire 1,000,000 shares of Common Stock, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or shareholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities.

3.2

Organization, Good Standing and Qualification.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.  The Company has the requisite corporate power to own, lease and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted.  The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

3.3

Subsidiaries.  The Company does not own any equity security or other interest of or control any other corporation, limited partnership or other business entity, other than its two wholly owned subsidiaries, Tournigan USA Inc. and New Fork Uranium Corp. (collectively “Subsidiaries”).  The Company and its Subsidiaries are not participants in any joint venture, partnership or similar arrangement.  

3.4

Corporate Power.  The Company and its Subsidiaries have and will have at the Closing all requisite corporate power to execute and deliver this Agreement, the Note, the Warrant, and the mortgages related to Collateral (as defined below) (collectively, the “Transaction Agreements”), and to carry out and perform their obligations under the terms of this Agreement and under the terms of the other Transaction Agreements.

3.5

Authorization.  All corporate action on the part of the Company, its directors, shareholders, and Subsidiaries necessary for the authorization, execution, delivery of the Transactions Agreements and the performance of the obligations hereunder and thereunder, including the issuance 2

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and delivery of the Note and the Warrant and the reservation of the capital stock issuable upon exercise of the Warrant and upon the exercise of the Warrant, has been taken or will be taken prior to the issuance of such capital stock. This Agreement and the other Transaction Agreements, when executed and delivered by the Company and its Subsidiaries, shall constitute valid and binding obligations of the Company and its Subsidiaries enforceable in accordance with their terms.  The capital stock of the Company issuable upon exercise of the Warrant (such capital stock, collectively with the Notes and Warrant, the “Securities”), when issued in compliance with the provisions of the Transaction Agreements will be validly issued, fully paid and nonassessable and free of any liens or encumbrances and issued in compliance with all applicable federal and securities laws and regulations.

3.6

AGREEMENTS; ACTION.

(a)

The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities in excess of $1,000,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary course advances for travel or other business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.

(b)

The Company is not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up, of the Company.

3.7

Obligations to Related Parties.  Except as may be set forth on the Company’s current SEC Filings (as defined below), there are no obligations of the Company to officers, directors, stockholders, or employees of the Company other than (a) for payment of salary for services rendered, (b) reimbursement for reasonable expenses incurred on behalf of the Company, and (c) for other standard employee benefits made generally available to all employees. Except as set forth in the SEC Filings, none of the officers, directors, key employees or stockholders of the Company, or any members of their immediate families, is indebted to the Company or has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, other than (i) passive investments in publicly traded companies (representing less than 1% of such company) that may compete with the Company and (ii) service as a board member of a company due to a person’s affiliation with a venture capital fund or similar institutional investor in such company.  Except as set forth in the SEC Filings, no officer, director or stockholder, or any member of their immediate families, is, directly or indirectly, interested in any material contract with the Company (other than such contracts as relate to any such person’s ownership of capital stock or other securities of the Company).  

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3.8

Title to Properties and Assets; Liens, Etc.  The Company and its Subsidiaries have good and marketable title to, or valid leasehold interests in, their properties and assets, including the properties and assets currently used in its business, in each case subject to no Lien other than (i) the Lien of current taxes not yet due and payable, (b) Liens created in connection with the transactions contemplated hereby and (c) Liens and encumbrances which do not materially detract from the value subject thereto or materially adversely affect the Company, its Subsidiaries, or their businesses as conducted and proposed to be conducted.  For the purposes hereof, the term “Lien” shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any jurisdiction.  All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company or its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. During the term of the Note, the Company and its Subsidiaries will not, without the Purchaser’s prior written consent, sell, lease, assign, pledge, hypothecate, or otherwise transfer or encumber all or any portion of their interests in the Collateral (as defined below), or any portion thereof.

3.9

Intellectual Property.

(a)

The Company and its Subsidiaries own or possess sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes, and any applications for such that are in the process of being prepared, necessary for their businesses as now conducted and as presently proposed to be conducted (the “Company Intellectual Property”), and, to the Company’s knowledge, without any infringement of the rights of others.  

(b)

There are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property or that grant rights to any other person enabling such person to manufacture, license, produce, assemble, market or sell the Company’s and its Subsidiaries’ products, nor is the Company or its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of “off the shelf” or standard products.  

3.10

(c)

The Company and its Subsidiaries have not received any communications alleging that the Company, its Subsidiaries, or their employees have violated or infringed or, by conducting its business as presently proposed to be conducted, would violate or infringe any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity, nor is the Company or its Subsidiaries aware of any basis therefor or of any reason to believe that such allegation may be forthcoming.

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(d)

The Company and its Subsidiaries have taken those actions that a reasonably prudent person in their respective businesses would consider necessary to maintain the Company’s and its Subsidiaries’ trade secrets as confidential and proprietary, and to protect against the loss, theft or unauthorized use of such trade secrets.  The Company’s and its Subsidiaries’ trade secrets (i) are not in the public domain and (ii) have not been divulged or appropriated to the detriment of the Company or its Subsidiaries.

(e)

The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company, its Subsidiaries or that would conflict with the Company’s or its Subsidiaries’ businesses as proposed to be conducted or as presented to the Purchaser.  

(f)

Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s and its Subsidiaries’ respective businesses by the employees of such, nor the conduct of the Company’s and its Subsidiaries’ respective businesses as presently conducted or proposed to be conducted, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any employee is now obligated.

3.11

Governmental Consents.  All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority, required on the part of the Company or its Subsidiaries in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Securities, or the consummation of any other transaction contemplated hereby, shall have been obtained and will be effective at the Closing.

3.12

Compliance with Laws; Permits.  The Company and its Subsidiaries are not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of their business or the ownership or operation of their properties, which violation of which would materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company or its Subsidiaries.  The Company and its Subsidiaries have all franchises, permits, licenses and any similar authority necessary for the conduct of their businesses as now being conducted by them, the lack of which could materially and adversely affect the business, properties or financial condition of the Company or its Subsidiaries and the Company believes it can obtain, without undue burden or expense, any similar authority for the conduct of their businesses as presently proposed to be conducted.

3.13

Compliance with Other Instruments.  The Company and its Subsidiaries are not in violation or default of any term of, and the execution and delivery by the Company and its Subsidiaries of the Transaction Agreements will not result in any violation or default with respect to, their respective articles of incorporation or bylaws, or of any provision of any mortgage, indenture or contract to which they are a party and by which they are bound or of any judgment, decree, order or writ.  The execution, delivery and performance of this Agreement and the other Transaction Agreements, and the consummation of the transactions contemplated hereby or thereby will not result in any such violation or be in conflict with, give rise to any acceleration or right to accelerate, or constitute, with or without the passage of time and giving of

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notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any Lien upon any assets of the Company or its Subsidiaries or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its Subsidiaries, their business or operations or any of their assets or properties.  Without limiting the foregoing, the Company has obtained all waivers reasonably necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the Company and its Subsidiaries to consummate the transactions contemplated hereunder without any third party obtaining any rights to cause the Company or its Subsidiaries to offer or issue any securities of the Company or its Subsidiaries as a result of the consummation of the transactions contemplated hereunder.  

3.14

Litigation.  There is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, threatened against the Company or its Subsidiaries that questions the validity of this Agreement or the other Transaction Agreements or which questions the right of the Company or its Subsidiaries to enter into any of such agreements, or to consummate the transactions contemplated hereby or thereby, or which would reasonably be expected to result, either individually or in the aggregate, in any material adverse change in the business, assets, liabilities, operations or condition of the Company or its Subsidiaries, financially or otherwise, or any change in the current equity ownership of the Company or its Subsidiaries, nor is the Company aware that there is any basis for any of the foregoing.  The foregoing includes, without limitation, actions pending or, to the Company’s knowledge, threatened (or any basis therefor known by the Company) involving the prior employment of any of the Company’s or its Subsidiaries’ employees, their use in connection with the Company’s or its Subsidiaries’ respective businesses of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.  The Company and its Subsidiaries are not a party to, or to the Company’s knowledge subject to, the provisions of any order, writ, injunction, judgment or decree of any arbitration panel or tribunal, court or other government agency or instrumentality.  There is no action, suit, proceeding or investigation of the Company or its Subsidiaries currently pending or which the Company or its Subsidiaries intends to initiate.

3.15

Financial Statements.  The Company files periodic reports with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934, and SEC rules promulgated thereunder (“SEC Filings”).  Included in the Company’s SEC Filings are financial statements of the Company (collectively, the “Financial Statements”).  The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other, except that the unaudited Financial Statements may not contain all footnotes required by generally accepted accounting principles.  The Financial Statements fairly present the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments.  Except as set forth in the Company’s most recent Financial Statements, the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business and (ii) obligations under contracts and commitments incurred in the ordinary course of business, which, in both cases, individually or in the aggregate, are not material to the financial condition or operating results of the Company as

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reported.  The Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.  The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles.

3.16

Brokers or Finders.  The Company has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement, the Transaction Agreements or any of the transactions contemplated hereby or thereby. The Company shall indemnify, protect and hold Purchaser harmless from all claims for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement, the Transaction Agreements or any of the transactions contemplated hereby or thereby.

3.17

Insurance.  The Company and its Subsidiaries have in full force and effect fire and casualty insurance policies in amounts customary for companies in similar businesses similarly situated.

3.18

Tax Returns, Payments and Elections.  The Company and its Subsidiaries have filed all tax returns and reports (including information returns and reports) as required by law.  These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles.  The Company and its Subsidiaries have paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles.  The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof.  The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge.  None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities.  The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

3.19

Labor Agreements and Actions; Employee Compensation.  The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Company’s knowledge, has sought to represent any of the employees, representatives or agents of the Company.  There is no strike or other labor dispute involving the Company pending, or to the Company’s knowledge, threatened, that could have a material adverse effect on the assets, properties, financial condition, operating results, or business of the Company (as such business is presently conducted and as it is proposed to be conducted), nor is the Company aware of any labor organization activity involving its employees.  Except as set forth in the SEC Filings, the employment of each officer and employee of the Company is terminable at the will of the Company.  To its knowledge, the Company has

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complied in all material respects with all applicable state and federal equal employment opportunity and other laws related to employment.  Except as set forth in the SEC Filings, the Company is not a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation agreement and there is no accrued or unpaid compensation due or owing by the Company to any contractor, employee, officer or director of the Company.

3.20

Offering.  Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Note and the Warrant are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws and regulations.

3.21

Disclosure.  To the Company’s knowledge, the information it has provided to Purchaser, its SEC Filings, this Agreement, and the Transaction Agreements delivered in connection herewith, when taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

3.22

Covenants.  Until the repayment in full of the outstanding principal and all accrued and unpaid interest and other amounts payable under the Note, the Company covenants and agrees as follows:

(a)

The Company and its Subsidiaries shall not undertake any disposition of material assets without the prior approval of the Purchaser.

(b)

The Company shall deliver the Purchaser unaudited monthly financial reports within 10 days after the end of each month in a format reasonably acceptable to the Purchaser.

(c)

The Company shall not incur or agree to incur any additional indebtedness for borrowed money or financed equipment, or any trade debt in excess of $50,000 individually or $100,000 in the aggregate without the consent of the Purchaser.

(d)

The Company shall not pledge, encumber or grant any security interest in any assets of the Company or any of its subsidiaries to any third party without the consent of the Purchaser, excluding the pledge of assets pursuant to this Agreement and the Notes.

3.23

The Company shall not increase the compensation, benefits or other remuneration payable to any employee or contractor or hire any new employee or contractor with annual compensation in excess of $50,000 without the consent of the Purchaser; provided, however, that the Company can hire Jim Creamer as Chief Financial Officer.

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(a)

All loan proceeds shall be used by the Company for the payment maintenance fees due the Bureau of Land Management for claims held by certain wholly owned subsidiaries of the Company and, with respect to any remaining proceeds, the payment of general operating expenses of the Company.

4.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

As of the Closing, Purchaser hereby represents and warrants to the Company as follows:

4.1

Purchase for Own Account.  Purchaser represents that it is acquiring the Securities solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.

4.2

Ability to Bear Economic Risk.  Purchaser acknowledges that investment in the Note involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

4.3

Accredited Investor Status.  Purchaser is an “accredited investor” as such term is defined in Rule 501 under the Act.

5.

CONDITIONS TO CLOSING OF THE PURCHASER

Purchaser’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing, of all of the following conditions, any of which may be waived in whole or in part by the Purchaser:

5.1

Representations and Warranties.  The representations and warranties made by the Company in Section 3 hereof shall have been true and correct when made, and shall be true and correct on the Closing.

5.2

Governmental Approvals and Filings.  Except for any notices required or permitted to be filed after the Closing with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Note and the Warrant.

5.3

Legal Requirements.  At the Closing, the sale and issuance by the Company, and the purchase by the Purchaser, of the Note and Warrant shall be legally permitted by all laws and regulations to which the Purchaser or the Company are subject.

5.4

Proceedings and Documents.  All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Purchaser.

5.5

Transaction Documents.  The Company shall have duly executed and delivered to the Purchaser the following documents:

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(a)

This Agreement;

(b)

The Note and Warrant issued hereunder; and

(c)

All UCC-1 financing statements and other documents and instruments which the Purchaser may request to perfect its security interest in the collateral described in the Note.  

5.6

Corporate Documents.  The Company shall have delivered to the Purchaser each of the following:

(a)

A certificate of the Secretary of the Company, dated as of the Closing, certifying (i) that attached thereto are true and correct copies of resolutions duly adopted by the Board of Directors of the Company and continuing in effect, which authorize the execution, delivery and performance by the Company of this Agreement, the issuance of the Securities, and the consummation of the transactions contemplated hereby and thereby; (ii) that there are no proceedings for the dissolution or liquidation of the Company (commenced or threatened); and (iii) the incumbency, signatures and authority of the officers of the Company authorized to execute and deliver this Agreement, the Note, and the Warrant on behalf of the Company and perform the Company’s obligations thereunder on behalf of the Company; and

5.7

A certificate of the Secretary of each Subsidiary, dated as of the Closing, certifying (i) that attached thereto are true and correct copies of resolutions duly adopted by the Board of Directors of the Subsidiary and continuing in effect, which authorize the execution, delivery and performance by the Subsidiary of the Transaction Agreements applicable thereto; (ii) that there are no proceedings for the dissolution or liquidation of the Subsidiary (commenced or threatened); and (iii) the incumbency, signatures and authority of the officers of the Subsidiary authorized to execute and deliver the Transaction Agreements applicable thereto.

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6.

CONDITIONS TO OBLIGATIONS OF THE COMPANY

The Company’s obligation to issue and sell the Note and the Warrant at the Closing is subject to the fulfillment, on or prior to the date of the Closing, of the following conditions, any of which may be waived in whole or in part by the Company:

6.1

Representations and Warranties.  The representations and warranties made by Purchaser in Section 4 hereof shall be true and correct when made, and shall be true and correct on the Closing.

6.2

Governmental Approvals and Filings.  Except for any notices required or permitted to be filed after the Closing with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Note and the Warrant.

6.3

Legal Requirements.  At the Closing, the sale and issuance by the Company, and the purchase by Purchaser, of the Note and the Warrant shall be legally permitted by all laws and regulations to which the Purchaser or the Company are subject.

6.4

Purchase Price.  Purchaser shall have delivered to the Company the Loan Amount in respect of the Note and Warrant being purchased by Purchaser referenced in Section 1hereof.

7.

SECURITY AGREEMENT.

7.1

As collateral security for the full, prompt, complete and final payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the Company’s obligations under the Note and in order to induce the Purchaser to make the loan contemplated hereunder, the Company (hereinafter in this §7 referred to as “Borrower”) hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to Purchaser a first security interest in all of the Borrower’s right, title and interest in, to and under all of the following property and assets, wherever located, whether now owned or hereafter acquired or arising, and all Proceeds, products, accessions, additions, substitutions, rents, profits and replacements thereof, including, without limitation, all Inventory, Equipment, Fixtures, Goods, Accounts, account receivables, contract rights, As-extracted collateral, Commercial Tort Claims, Chattel Paper (tangible and electronic), Deposit Accounts, Documents, General Intangibles, payment intangibles, software, Instruments, Promissory Notes, Investment Property, Letter-of-Credit Rights and letters-of-credit, and Supporting obligations, intellectual property, license rights, distribution rights, and rights to sue for infringement of General Intangible or intellectual property rights (all of which being collectively referred to herein as the “Collateral”).  

7.2

Borrower, on behalf of Purchaser, will file any financing statement or continuation statement (including “in lieu” continuation statements) necessary to perfect Purchaser’s security interest in the Collateral.

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7.3

At any time and from time to time, upon the written request of Purchaser, and at the sole expense of Borrower, Borrower shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Purchaser may reasonably deem necessary or desirable to perfect and continue perfected or better perfect Purchaser’s liens in the Collateral. Borrower authorizes Purchaser to file, in jurisdictions where this authorization will be given effect, a UCC-1 Financing Statement and continuation statements, and “in lieu” continuation statements describing the Collateral in the same manner as it is described herein in order to perfect and maintain Purchaser’s security interest in the Collateral. Borrower shall register all copyrighted material with the U.S. Copyright Office and promptly take such further actions as reasonably requested by Purchaser to perfect its security interest in the Collateral.

7.4

Borrower represents and warrants that, except for the security interest granted to Purchaser hereunder, Borrower is the sole legal and equitable owner of each item of the Collateral in which it purports to grant a security interest hereunder. No effective security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral exists, except such as may have been filed by Borrower in favor of Purchaser pursuant to this Note or in connection with any security interest granted under the Agreement.  The foregoing representations and warranties are true and accurate as of the date hereof and shall be true and accurate for so long as any amount payable under the Note remains outstanding.

7.5

Borrower represents and warrants that it has sufficient title to and ownership of, or other rights to use, all trade secrets, and, to its knowledge, copyrights, patents, information, proprietary rights, trademarks, service marks and trade names (collectively, “Intellectual Property”) in each case necessary for its business as now conducted without any material conflict with or infringement of the rights of others. Borrower further represents and warrants that there are no material outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is Borrower bound by or a party to any material options, licenses or agreements of any kind with respect to the trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity.  Borrower has not received any written, or to its knowledge, oral communications alleging that Borrower has violated or, by conducting its business as proposed, would violate any of the trademarks, service marks, trade names, patents, copyrights or trade secrets or other proprietary rights of any other person or entity.  The foregoing representations and warranties are true and accurate as of the date hereof and shall be true and accurate for so long as any amount payable under the Note remains outstanding.

7.6

Purchaser may exercise, in addition to and not in lieu of all other rights and remedies granted to it hereunder and under the Note, all rights and remedies of a secured party under the law, including the Uniform Commercial Code in effect in any and all jurisdictions where UCC-1s are filed to perfect Purchaser’s security interest (the “UCC”). Purchaser shall not have any obligation or liability hereunder with respect to the Collateral.

7.7

For so long as payment obligations under the Note remain outstanding, Borrower (i) shall not sell, lease, transfer, hypothecate, or otherwise dispose of or encumber any of the Collateral; (ii) shall not change the Borrower’s jurisdiction of organization without at least seven (7) days prior written notice to Purchaser; and (iii) shall not, directly or indirectly, create, permit or suffer to exist, and shall defend the Collateral against and take such other action as is necessary to remove, any lien on the Collateral except the lien granted to Purchaser under the Note.

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7.8

 With respect to the Intellectual Property, Borrower shall timely file and pay all maintenance fees for patents and renewal fees for trademarks and will promptly notify Purchaser in writing of any infringement litigation in connection with any of the Intellectual Property. Borrower shall promptly notify Purchaser in writing of all newly acquired or created Intellectual Property.

8.

MISCELLANEOUS

8.1

Binding Agreement.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

8.2

Registration, Transfer and Replacement of the Note. The Note issuable under this Agreement shall be a registered note.  The Company will keep, at its principal executive office, books for the registration and registration of transfer of the Note.  Prior to presentation of the Note for registration of transfer, the Company shall treat the person in whose name such Note is registered as the owner and holder of the Note for all purposes whatsoever, whether or not the Note shall be overdue, and the Company shall not be affected by notice to the contrary.  The holder of the Note, at its option, may in person or by duly authorized attorney surrender the same for exchange at the Company’s chief executive office, and promptly thereafter and at the Company’s expense, except as provided below, receive in exchange therefor one or more new Note(s), each in the principal amount requested by such holder, dated the date of the Note so surrendered and registered in the name of such person or persons as shall have been designated in writing by such holder or its attorney for the same principal amount as the then unpaid principal amount of the Note so surrendered.  Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of the Note and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it; or (b) in the case of mutilation, upon surrender thereof, the Company, at its expense, will execute and deliver in lieu thereof a new Note executed in the same manner as the Note being replaced, in the same principal amount as the unpaid principal amount of such Note and dated the date of such Note.

8.3

Successors and Assigns. The rights and obligations of the Company and the Purchaser shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties. All obligations of the Company hereunder shall survive the Closing.

8.4

Assignment by the Company. The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole and absolute discretion.

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8.5

Severability of this Agreement. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

8.6

Governing Law.  This Agreement shall be governed by and construed under the laws of the State of Colorado as applied to agreements among Colorado residents, made and to be performed entirely within the State of Colorado, without giving effect to conflicts of laws principles. Exclusive venue for all actions arising out of this Agreement shall be in the district court in and for Larimer County, Colorado, which shall have authority to adjudicate all claims arising out of this Agreement.

8.7

Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.8

Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

8.9

Notices.  All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex, electronic mail or facsimile if sent during normal business hours of the recipient to the address on file in the books and records of the Company, and if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, within the United States, (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, within the United States, or (e) upon actual delivery if mailed or otherwise delivered in hard copy outside the Unites States.  All communications shall be sent to the Company and to Purchaser at the address(es) set forth on the signature page hereto or at such other address(es) as the Company or Purchaser may designate by ten (10) days advance written notice to the other party hereto.

8.10

Further Assurances.  The Company agrees at any time and from time to time at its expense, upon request of Purchaser, to promptly execute, deliver, or obtain or cause to be executed, delivered or obtained any and all further instruments and documents and to take or cause to be taken all such other action as the Purchaser may deem reasonably desirable in obtaining the full benefits of, or in preserving the liens and/or security interests of, the Transaction Agreements.

8.11

Survival.  All representations, warranties, covenants and agreements made by the Company in connection herewith shall survive the disbursement of the Loan, the execution and delivery of this Agreement, the Note and the Warrants.

8.12

Modification; Waiver.  No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless agreed to in writing by the Company and Purchaser.

8.13

Fees and Expenses.  At the Closing, the Company shall pay the reasonable legal and due diligence fees and expenses of counsel to the Purchaser.  

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8.14

Delays or Omissions.  It is agreed that no delay or omission to exercise any right, power or remedy accruing to Purchaser, upon any breach or default of the Company under this Agreement or any other Transaction Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  It is further agreed that any waiver, permit, consent or approval of any kind or character by Purchaser of any breach or default under this Agreement, or any waiver by Purchaser of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to the Purchaser, shall be cumulative and not alternative.

8.15

Entire Agreement. This Agreement together with the other Transaction Agreements constitute and contain the entire agreement among the Company and Purchaser and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.

8.16

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this LOAN AND SECURITY AGREEMENT as of the date first written above.

COMPANY:
FISCHER-WATT GOLD COMPANY, INC., a Nevada corporation
By:  /s/ James Baughman Name: James Baughman Title: CEO PURCHASER:
BOCO INVESTMENTS, LLC, a Colorado limited liability company
By:  /s/ Joseph C. Zimlich        Joseph C. Zimlich, President of Managing        Member

Company Address:

Purchaser Address:

2186 S. Holly St., Suite 104

262 E. Mountain Avenue

Denver, CO 80222

Fort Collins, CO 80524

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Exhibit A

Form of Secured Promissory Note

___________________________________________________________________________

THIS SECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE PAYOR THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

$300,000.00

        August 31, 2012

Fort Collins, Colorado

SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, Fischer-Watt Gold Company, Inc., a Nevada corporation (“Payor”) with an address of 2186 S. Holly St., Suite 104, Denver, CO 80222, promises to pay to the order of BOCO Investments, LLC, a Colorado limited liability company with an address of 262 E. Mountain Avenue, Fort Collins, CO 80524 (“Holder”, which term will include any transferee of this Note), the principal balance of Three Hundred Thousand United States Dollars ($300,000.00) with interest on the outstanding principal amount at the rate of fifteen percent (15%) per annum. Interest shall commence on the date hereof and shall accrue and compound monthly and shall continue to accrue on the outstanding principal until paid in full .  The principal and accrued interest on this Note shall be due and payable on or before the date that is sixty (60) days after the date of this Note (the “Maturity Date”).  This Note is issued pursuant to the terms of that certain Note and Warrant Purchase Agreement by and between Holder and Payor (the “Purchase Agreement”).  Terms used, but not defined, herein shall have the meanings ascribed to such terms in the Purchase Agreement.  

1.

THE OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY THE PURCHASE AGREEMENT, DATED AS OF AUGUST 31, 2012 AND EXECUTED BY THE PAYOR IN FAVOR OF HOLDER.  ADDITIONAL RIGHTS OF HOLDER ARE SET FORTH IN THE PURCHASE AGREEMENT.

2.

All payments of interest and principal shall be in lawful money of the United States of America.  All payments shall be applied first to accrued expenses due under this Note, next to interest and thereafter to principal.

3.

The entire outstanding principal balance and all unpaid accrued interest shall become fully due and payable on the Maturity Date.

4.

The outstanding balance of any amount owing under this Note which is not paid when due under the terms of this Note shall bear interest at the rate of forty-five percent (45%) per annum.

5.

Payor shall make all payments under this Note without defense, set-off or counterclaim on its part.

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6.

The Payor agrees to pay on demand all expenses of collecting and enforcing this Note, the Purchase Agreement, and any and all Collateral securing this Note, including, without limitation, reasonable attorney fees (“Expenses”).

7.

The occurrence of any one or more of the following shall constitute an “Event of Default”:

(a)

Payor fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any accrued interest or other amounts due under this Note on the date the same becomes due and payable;

(b)

Payor shall breach any provision of the Purchase Agreement executed in connection herewith or any provision under this Note, or should any representation or warranty of Payor made herein, in the Purchase Agreement, or in any other agreement, statement, certificate, or communication made to Holder by Payor be false or misleading in any material respect when made or become false or misleading in any material respect after the date of this Note;

(c)

The Payor shall (i) fail to make any payment when due under the terms of any bond, debenture, note or other evidence of indebtedness for money borrowed to be paid by Payor and such failure shall continue beyond any period of grace provided with respect thereto, or (ii) default in the observance or performance of any other agreement, term or condition contained in any bond, debenture, note or other evidence of indebtedness for borrowed money, and the effect of such failure or default is to cause, or permit the Holder or Holders thereof to cause, indebtedness in an aggregate amount of $10,000 or more to become due prior to its stated date of maturity;

(d)

Payor (i) files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect; (ii) makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; (iii) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property; (iv) is unable, or admits in writing its inability, to pay its debts generally as they mature, (v) is dissolved or liquidated; (vi) becomes insolvent (as such term may be defined or interpreted under any applicable statute); or (vii) takes any action for the purpose of effecting any of the foregoing;

(e)

An involuntary petition is filed against Payor (unless such petition is dismissed or discharged within thirty (30) days under any bankruptcy statute now or hereafter in effect) or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of Payor;

           (f)       A final judgment or order for the payment of money in excess of  $10,000 shall be rendered against the Payor and the same shall remain undischarged for a period of 10 days during which execution shall not be effectively stayed, or any judgment, writ, assessment, warrant of attachment, or execution or similar process shall be issued or levied against the Collateral (as defined below) and such judgment, writ, or similar process shall not be released, stayed, vacated or otherwise dismissed within ten (10) days after issue or levy;

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(g)

The sale, conveyance, or disposition of all or substantially all of the assets of the Payor, the effectuation by the Payor of a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Payor is disposed of, or the consolidation, merger or other business combination of the Payor with or into any other Person (as defined below) or Persons when the Payor is not the survivor.  “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization;

(h)

Any cessation of operations by Payor; or

(i)

Holder, in good faith, believes itself insecure.

8.

Upon the occurrence or existence of any Event of Default, immediately and without notice, all outstanding obligations payable by Payor hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which Payor expressly waives.  In addition to and not in lieu of the foregoing remedies, upon the occurrence or existence of any Event of Default, Holder may exercise all other rights, powers or remedies granted to it under this Note or otherwise permitted to it by law (including but not limited to foreclosure of the security interest granted in the Purchase Agreement by and between Holder and Payor dated on or about the date hereof), either by suit in equity or by action at law, or both, all such remedies being cumulative.

9.

Promptly upon the occurrence thereof, Payor shall furnish to Holder written notice of the occurrence of any Event of Default hereunder.

10.

Notwithstanding any provision herein, the total liability for payments in the nature of interest shall not exceed the applicable limits imposed by any relevant state or federal interest rate laws.  If any payments in the nature of interest, interest at the Default Rate, or other charges made hereunder are held to be in excess of the applicable limits imposed by any applicable state or federal laws, it is agreed that any such amount held to be in excess shall be considered payment of principal and the indebtedness evidenced thereby shall be reduced by such amount, or if such excessive interest exceeds the unpaid principal balance of this Note, such excess shall be refunded to Payor.  All sums paid pursuant to this Note, to the extent permitted by applicable law, shall be amortized, prorated, allocated and spread throughout the full term of this Note until payment in full so that the actual rate of interest is uniform throughout the actual term of this Note or does not exceed the maximum lawful rate throughout the entire term of this Note as appropriate.

11.

Payor hereby waives diligence, demand, presentment for payment, notice of non-payment, protest and notice of protest, and specifically consents to and waives notice of any renewals or extensions of this Note, whether made to or in favor of Payor or any person or persons.  Payor expressly waives all right to the benefit of any statute of limitations and any moratorium, reinstatement, marshaling, forbearance, extension, redemption, or appraisement

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now or hereafter provided by the laws of the United States or of any state thereof, as a defense to any demand against Payor, to the fullest extent permitted by law.  PAYOR HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT OR ANY OTHER RELATED DOCUMENT OR ANY RELATIONSHIP BETWEEN PAYOR AND HOLDER. THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO PROVIDE THE FINANCING DESCRIBED HEREIN.

12.

This Note shall be binding upon and shall inure to the benefit of Payor and Holder and their respective successors and assigns. Payor may not transfer or assign any of its rights or obligations under this Note without the prior written approval of Holder, which may be granted in Holder’s sole and absolute discretion. This Note may not be amended or modified orally, but only by an amendment in writing signed by Payor and Holder.

13.

This Note shall be governed by and construed in accordance with the law of the State of Colorado without regard to conflict of law principles that would result in the application of any law other than the law of the State of Colorado.  Payor consents to the District Court in and for the County of Larimer, Colorado as the venue for all actions arising from this Note or the Purchase Agreement (“Approved Forum”).  Payor shall not file any action in relation to this Note or the Purchase Agreement in any forum other than the Approved Forum.

14.

All notices, requests, demands, consents, and other communications that are required or may be given under this Note (collectively, the “Notices”) shall be in writing and shall be given either (a) by personal delivery, (b) by electronic mail, or (c) by certified or registered United States mail, return receipt requested, postage prepaid, to the addresses of Payor or Holder, as applicable, set forth herein.

15.

This Note is a registered note.  Payor will keep, at its principal executive office, books for the registration and registration of transfer of this Note.  Prior to presentation of the Note for registration of transfer, the Payor shall treat the person in whose name this Note is registered as the owner and holder of this Note for all purposes whatsoever, whether or not this Note shall be overdue, and the Payor shall not be affected by notice to the contrary.  The Holder, at its option, may in person or by duly authorized attorney surrender the same for exchange at the Payor’s chief executive office, and promptly thereafter and at the Company’s expense, except as provided below, receive in exchange therefor one or more new Note(s), each in the principal amount requested by such holder, dated the date of the Note so surrendered and registered in the name of such person or persons as shall have been designated in writing by such holder or its attorney for the same principal amount as the then unpaid principal amount of the Note so surrendered.  Upon receipt by the Payor of evidence of the ownership of and the loss, theft, destruction or mutilation of the Note and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it; or (b) in the case of mutilation, upon surrender thereof, the Payor, at its expense, will execute and deliver in lieu thereof a new Note executed in the same manner as the Note being replaced, in the same principal amount as the unpaid principal amount of such Note and dated the date of such Note.

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IN WITNESS WHEREOF, Payor and Holder have caused this Secured Promissory Note to be executed as of the date first written above.

PAYOR:

Fischer-Watt Gold Company, Inc.,

a Nevada corporation

By:  /s/ James Baughman

Name: James Baughman

Title: CEO

HOLDER:

BOCO Investments, LLC,

a Colorado limited liability company

By:  /s/ Joseph C. Zimlich

Joseph C. Zimlich, President of Managing
Member

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Exhibit B

Form of Warrant

___________________________________________________________________________

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

________________________________________________

WARRANT TO PURCHASE STOCK

No. [___]                                                                                                                 August 31, 2012

Void After 5:00 p.m., Mountain Daylight Time, on August 31, 2017

THIS WARRABT TO PURCHASE STOCK (“Warrant”) CERTIFIES THAT, for value received, BOCO INVESTMENTS, LLC, a Colorado limited liability company whose address is 262 E. Mountain Avenue, Fort Collins, CO 80524, or its assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from FISCHER-WATT GOLD COMPANY, INC., a Nevada corporation with its principal office at 2186 S. Holly Street, Suite 104, Denver, CO 80222 (the “Company”), the Exercise Shares (as defined below), as herein provided.  

1.

DEFINITIONS. As used herein, the following terms shall have the following respective meanings:

(a)

“Exercise Period” shall mean the period commencing with the issue date of this Warrant and ending five (5) years later, unless sooner terminated as expressly set forth herein.

(b)

“Exercise Price” shall mean $0.02 per share, subject to adjustment pursuant to Section 5 below.

(c)

“Exercise Shares” shall mean Six Million Eight Hundred and Fourteen Thousand (6,814,000) shares of the Company’s Common Stock issuable upon exercise of this Warrant, subject to adjustment pursuant to the terms and conditions expressly set forth herein.

2.

METHOD OF EXERCISE OF WARRANT.  

2.1

The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder):

(a)

An executed Notice of Exercise in the form attached hereto;

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(b)

Payment of the Exercise Price either (i) in cash or by check, or (ii) by cancellation of indebtedness, as applicable; and

(c)

This Warrant.

Upon the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. In the event that this Warrant is being exercised for less than all of the then-current number of Exercise Shares purchasable hereunder, the Company shall, concurrently with the issuance by the Company of the number of Exercise Shares for which this Warrant is then being exercised, issue a new Warrant exercisable for the remaining number of Exercise Shares purchasable hereunder.

The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

2.2

Net Exercise.  Notwithstanding any provisions herein to the contrary, in lieu of exercising this Warrant by payment of cash or check, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula:

X = Y (A-B)

A

Where

X =

the number of Exercise Shares to be issued to the Holder

Y =

the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)

A =

the Market Price of one (1) share of the Company’s Common Stock (for purposes of this Section 2.2, “Market Price” shall mean the Volume Weighted Average Price (as defined herein) of one (1) share of the Company’s Common Stock during the ten (10) consecutive Trading Day period immediately preceding the Date of Exercise.)

B =

Exercise Price (as adjusted to the date of such calculation).

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For purposes of the above calculation, the “Volume Weighted Average Price” for any security as of any date means the volume weighted average of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg Financial Markets (“Bloomberg”), or, if no volume weighted average sale price is reported for such security, then the last closing trade price of such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security that are listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market, Inc.  If the Volume Weighted Average Price cannot be calculated for such security on such date in the manner provided above, the volume weighted average price shall be the fair market value as determined in good faith by the Company’s Board of Directors. “Trading Day” shall mean any day on which the Common Stock is traded for any period on the principal securities exchange or other securities market on which the Common Stock is then being traded.

For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Stock issued upon exercise of this Warrant pursuant to this Section 2.2 shall be deemed to have been acquired at the time this Warrant was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issued upon exercise of this Warrant pursuant to this Section 2.2 shall be deemed to have commenced on the date this Warrant was issued.

3.

COVENANTS OF THE COMPANY.

3.1

Covenants as to Exercise Shares.  The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof.  The Company further covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of its capital stock to provide for the exercise of the rights represented by this Warrant.  If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

3.2

Notices of Record Date.  In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarters) or other distribution, the Company shall mail to the Holder, at least ten (10) days prior to the date specified herein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution.

4.

REPRESENTATIONS OF HOLDER.

4.1

Acquisition of Warrant for Personal Account.  The Holder represents and warrants that it is acquiring the Warrant and the Exercise Shares solely for its account for investment and not with a view to or for sale or distribution of said Warrant or Exercise Shares or any part thereof.  The Holder also represents that the entire legal and beneficial interests of the Warrant and Exercise Shares the Holder is acquiring is being acquired for, and will be held for, its account only.

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4.2

Securities Are Not Registered.

(a)

The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected.  The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities.  The Holder has no such present intention.

(b)

The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available.  The Holder recognizes that the Company has no obligation to register the Warrant or the Exercise Shares of the Company, or to comply with any exemption from such registration.

(c)

The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitations.  Holder is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company presently has no plans to satisfy these conditions in the foreseeable future.

4.3

Exercise Shares.

(a)

The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

4.4

Accredited Investor Status.  The Holder is an “accredited investor” as defined in Regulation D promulgated under the Act.

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5.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF EXERCISE SHARES.  In the event of changes in the Exercise Shares by reason of stock dividends, splits, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like, the number and class of Exercise Shares available under the Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and kind of shares as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment.  The form of this Warrant need not be changed because of any adjustment in the number of Exercise Shares subject to this Warrant.  When any adjustment is required to be made in the number or kind of Exercise Shares purchasable upon exercise of this Warrant or in the Exercise Price, the Company shall promptly notify Holder of such event and the number of Exercise Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

6.

FRACTIONAL SHARES.No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto.  All Exercise Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share.  If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market value of an Exercise Share by such fraction.

7.

NO SHAREHOLDER RIGHTS.This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a shareholder of the Company.

8.

TRANSFER OF WARRANT.  Subject to applicable laws and the restriction on transfer set forth on the first page of this Warrant, this Warrant and all rights hereunder are transferable, by the Holder in person or by duly authorized attorney, upon delivery of this Warrant and the form of assignment attached hereto to any transferee designated by Holder.

9.

LOST, STOLEN, MUTILATED OR DESTROYED WARRANT.If this Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed.  Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.

10.

NOTICES, ETC.All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex, electronic mail or facsimile if sent during normal business hours of the recipient to the address on file in the books and records of the Company, and if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, within the United States, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, within the United States, or (e) upon actual delivery if mailed or otherwise delivered in hard copy outside the Unites States.  All communications shall be sent to the Company and to Holder at their respective addresses set forth above or at such other address as the Company or Holder may designate by ten (10) days’ advance written notice to the other parties hereto.

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11.

ACCEPTANCE.Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

12.

GOVERNING LAW.This Warrant and all rights, obligations and liabilities hereunder shall be governed by and construed under the laws of the State of Colorado as applied to agreements among Colorado residents, made and to be performed entirely within the State of Colorado without giving effect to conflicts of laws principles. Exclusive vgenue for all actions arising out of this Warrant shall be in the district court in and for Larimer County, Colorado.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Company and the Holder have caused this Warrant to be executed by its duly authorized officer as of the date first set forth above.

FISCHER-WATT GOLD COMPANY, INC.

By: /s/ James Baughman

Name:  James Baughman

Title:  CEO

                                                                        BOCO INVESTMENTS, LLC

                                                                        By:  /s/ Joseph C. Zimlich

                                                                       Joseph C. Zimlich, President of Managing Member

SIGNATURE PAGE TO WARRANT

___________________________________________________________________________

NOTICE OF EXERCISE

TO:  Fischer-Watt Gold Company, Inc.

_________________________________

_________________________________

(1)

¨

The undersigned hereby elects to purchase ________ shares of the Common Stock of Fischer-Watt Gold Company, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

¨

The undersigned hereby elects to purchase ________ shares of the Common Stock of Fischer-Watt Gold Company, Inc. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.2 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any.

(2)

Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

________________________

(Name)

________________________

________________________

(Address)

________________________________________             
(Date) ___________________________________________
(Signature) ___________________________________________
(Print name)

___________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information.  Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:  _______________________________________________________________________

(Please Print)

Address:  _____________________________________________________________________

(Please Print)

Dated:  __________, 20__

Holder’s

Signature: _____________________________________ 

Holder’s

Address:  ______________________________________

NOTE:  The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever.  Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EX-31

 EXHIBIT 31

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

I, James G. Baughman, certify that:

1.

I have reviewed this annual report on Form 10-Q of Cyclone Uranium Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent function):

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

12/17/2012 /s/ James G. Baughman
James G. Baughman
Chief Executive and Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

OF CYCLONE URANIUM CORPORATION

PURSUANT TO 18 U.S.C. SECTION 1350

        Pursuant to 18 U.S.C. Section 1350 and in connection with the accompanying report on Form 10-Q for the quarter ended October 31, 2012 that is being filed concurrently with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of Cyclone Uranium Corporation (the "Company") hereby certifies that:

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

12/17/2012 /s/ James G. Baughman
James G. Baughman
Chief Executive and Chief Financial Officer

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Subsequent Events (Detail)	9 Months Ended
	Oct. 31, 2012	Jan. 31, 2012
Entity Registrant Name	Cyclone Uranium Corp
Common Stock, Shares Authorized (in Shares)	200,000,000	200,000,000
Subsequent Event [Member]
Entity Registrant Name	Cyclone Uranium Corporation
Common Stock, Shares Authorized (in Shares)	600,000,000
Entity Information, Date to Change Former Legal or Registered Name	Dec. 14, 2012

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Notes Payable - Shareholder (Detail) (USD $)	9 Months Ended		141 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012	Aug. 31, 2012	Jun. 19, 2012	Jan. 31, 2012	Oct. 27, 2011	Aug. 31, 2011	Jan. 31, 2010	Jan. 31, 2009	Jan. 31, 2005
Notes Payable, Related Parties, Current	$ 191,000		$ 191,000			$ 340,000	$ 30,000	$ 150,000	$ 50,000	$ 80,000	$ 30,000
Debt Instrument, Interest Rate, Effective Percentage	10.00%		10.00%
Repayments of Notes Payable	149,000	0	1,150,568
Bridge Loan				$ 300,000
Debt Instrument, Interest Rate, Stated Percentage				15.00%
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)				6,814,000	1,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item)				0.02	0.05
Default Interest Rate				45.00%

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Earnings (Loss) Per Share

9 Months Ended

Oct. 31, 2012

Earnings Per Share [Text Block]

NOTE 4 – 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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Common Stock Options and Warrants (Detail) - Stock Options Activity (USD $)	9 Months Ended
	Oct. 31, 2012
Outstanding at February 1, 2012	13,450,000
Outstanding at February 1, 2012 (in Dollars per share)	$ 0.25
Outstanding at February 1, 2012	2 years 7 days
Outstanding at February 1, 2012 (in Dollars)	$ 0.00
Issued	2,500,000
Issued (in Dollars per share)	$ 0.06
Issued	4 years 138 days
Issued (in Dollars)	0.00
Expired/Cancelled	(1,700,000)
Expired/Cancelled (in Dollars per share)	$ 0.10
Expired/Cancelled (in Dollars)	0.00
Outstanding at October 31, 2012	14,250,000
Outstanding at October 31, 2012 (in Dollars per share)	$ 0.23
Outstanding at October 31, 2012	2 years 208 days
Outstanding at October 31, 2012 (in Dollars)	0.00
Exercisable at October 31, 2012	14,250,000
Exercisable at October 31, 2012 (in Dollars per share)	$ 0.23
Exercisable at October 31, 2012	2 years 208 days
Exercisable at October 31, 2012 (in Dollars)	$ 0.00

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Common Stock Options and Warrants (Detail) (USD $)	3 Months Ended	9 Months Ended				12 Months Ended	9 Months Ended
	Apr. 30, 2012	Oct. 31, 2012	Aug. 31, 2012	Jun. 19, 2012	Jan. 31, 2011	Jan. 31, 2012 Private Placement [Member]	Oct. 31, 2012 Warrant [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	2,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased (in Dollars per share)	$ 0.06
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	5 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value (in Dollars)	$ 99,924
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	305.30%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	1.01%
Debt Conversion, Converted Instrument, Warrants or Options Issued						6,626,486
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item)			0.02	0.05		0.12
Warrants and Rights Outstanding (in Dollars)					2,859,820
Expiration Of Warrants		3,766,666
Shares, Issued				2,000,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			6,814,000	1,000,000
Fair Value, Warrants (in Dollars)							132,332
Fair Value Assumptions, Expected Term							5 years
Fair Value Assumptions, Expected Volatility Rate							194.81%
Fair Value Assumptions, Risk Free Interest Rate							0.59%
Fair Value Assumptions, Exercise Price (in Dollars per share)							$ 0.02
Amortization of Debt Discount (Premium) (in Dollars)		$ 132,332

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Common Stock Options and Warrants (Detail) - Information about Stock Options (USD $)	9 Months Ended
	Oct. 31, 2012	Jan. 31, 2012
Weighted Average Number Outstanding	$ 0.23	$ 0.25
Weighted Average Exercise Price, Options Outstanding (in Shares)	14,250,000	13,450,000
Contractual Life	2 years 7 days
Weighted Average Number Exercisable (in Shares)	14,250,000
Weighted Average Exercise Price, Options Exercisable	$ 0.23
Range of Price 0.05 [Member]
Weighted Average Number Outstanding	$ 0.05
Weighted Average Exercise Price, Options Outstanding (in Shares)	2,000,000
Contractual Life	3 years 200 days
Weighted Average Number Exercisable (in Shares)	2,000,000
Weighted Average Exercise Price, Options Exercisable	$ 0.05
Range Of Price 0.06 [Member]
Weighted Average Number Outstanding	$ 0.06
Weighted Average Exercise Price, Options Outstanding (in Shares)	3,150,000
Contractual Life	2 years 80 days
Weighted Average Number Exercisable (in Shares)	3,150,000
Weighted Average Exercise Price, Options Exercisable	$ 0.06
Range Of Price 0.08 [Member]
Weighted Average Number Outstanding	$ 0.08
Weighted Average Exercise Price, Options Outstanding (in Shares)	500,000
Contractual Life	2 years 80 days
Weighted Average Number Exercisable (in Shares)	500,000
Weighted Average Exercise Price, Options Exercisable	$ 0.08
Range Of Price 0.30 [Member]
Weighted Average Number Outstanding	$ 0.30
Weighted Average Exercise Price, Options Outstanding (in Shares)	100,000
Contractual Life	2 years 80 days
Weighted Average Number Exercisable (in Shares)	100,000
Weighted Average Exercise Price, Options Exercisable	$ 0.30
Range Of Price 0.40 [Member]
Weighted Average Number Outstanding	$ 0.40
Weighted Average Exercise Price, Options Outstanding (in Shares)	4,000,000
Contractual Life	36 days
Weighted Average Number Exercisable (in Shares)	4,000,000
Weighted Average Exercise Price, Options Exercisable	$ 0.40
Range Of Price 0.60 [Member]
Weighted Average Number Outstanding	$ 0.60
Weighted Average Exercise Price, Options Outstanding (in Shares)	2,000,000
Contractual Life	3 years 36 days
Weighted Average Number Exercisable (in Shares)	2,000,000
Weighted Average Exercise Price, Options Exercisable	$ 0.60
Range Of Price 0.06 [Member]
Weighted Average Number Outstanding	$ 0.06
Weighted Average Exercise Price, Options Outstanding (in Shares)	2,500,000
Contractual Life	4 years 138 days
Weighted Average Number Exercisable (in Shares)	2,500,000
Weighted Average Exercise Price, Options Exercisable	$ 0.06

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Common Stock Options and Warrants (Detail) - Information about Outstanding Warrants (USD $)				9 Months Ended
	Aug. 31, 2012	Jun. 19, 2012	Jan. 31, 2011	Oct. 31, 2012 Exercise Price 0.05 [Member]	Oct. 31, 2012 Exercise Price 0.02 [Member]
Weighted Average Exercise Price (in Dollars per Item)	0.02	0.05		0.05	0.02
Number of Shares (in Shares)				1,000,000	6,814,000
Remaining Contractual Life				2 years 229 days	4 years 306 days
Exercise Price Times Number of Shares			$ 2,859,820	$ 50,000	$ 136,280
Aggregate Intrinsic Value				$ 0.00	$ 0.00

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Acquisition of New Fork Uranium Corporation

9 Months Ended

Oct. 31, 2012

Business Combination Disclosure [Text Block]

NOTE 3 - 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.

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	$ 2,000,000
	Total	$ 2,000,000
	Mineral rights	$1,681,477

Subsequent to the acquisition of New Fork, 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 $281,477 for the quarter ended April 30, 2012.

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Related Party Transactions (Detail) (USD $)								12 Months Ended
	Oct. 31, 2012	Jan. 31, 2012	Oct. 27, 2011	Aug. 31, 2011	Jan. 31, 2010	Jan. 31, 2009	Jan. 31, 2005	Dec. 31, 2011 Minex Exploration [Member]	Oct. 31, 2012 Minex Exploration [Member]
Mining Claims Maintenance Services Cost								$ 86,358
Due to Related Parties									51,358
Notes Payable, Related Parties, Current	191,000	340,000	30,000	150,000	50,000	80,000	30,000
Accounts Payable, Related Parties, Current	284,936	227,373
Other Accounts Payable and Accrued Liabilities	$ 271,667	$ 271,667

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Oct. 31, 2012	Jan. 31, 2012
CURRENT ASSETS
Cash	$ 80,632	$ 315
Restricted deposits	35,000	35,000
Prepaid and other current assets	217,607	74,894
Total Current Assets	333,239	110,209
OTHER ASSETS
Mineral interests	1,400,000
Total Other Assets	1,400,000
TOTAL ASSETS	1,733,239	110,209
CURRENT LIABILITIES
Accounts payable and accrued expenses	52,508	6,614
Accounts payable and accrued expenses - related party	284,936	227,373
Notes payable shareholders	191,000	340,000
Note payable	300,000
Accounts payable and accrued expenses - shareholders	271,667	271,667
Total Current Liabilities	1,100,111	845,654
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 200,000,000 shares authorized 141,062,125 and 87,062,125 shares issued and outstanding, respectively	141,061	87,061
Additional paid-in capital	20,932,925	18,604,669
Accumulated (deficit) prior to exploration stage	(15,353,115)	(15,353,115)
Accumulated (deficit) during exploration stage	(5,087,743)	(4,074,060)
Total Stockholders' Equity (Deficit)	633,128	(735,445)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 1,733,239	$ 110,209

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Nature of Operations and Basis of Presentation

9 Months Ended

Oct. 31, 2012

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 1 – Nature of Operations and Basis of Presentation

Cyclone Uranium Corporation (formerly Fischer-Watt Gold Company, Inc., referred to herein as “Fischer-Watt” 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 Report on Form 8-K as filed July 3, 2012 and the Annual Report on Form 10-K for the year ended January 31, 2012.

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 8-K as filed July 3, 2012 and the Form 10-K for the year ended January 31, 2012, 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 Report on Form 8-K as filed July 3, 2012 and the Form 10-K for the year ended January 31, 2012.

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

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Acquisition of New Fork Uranium Corporation (Detail) (USD $)	9 Months Ended
	Oct. 31, 2012
New Fork [Member] | Stock Purchase Agreement [Member]
Sale of Stock, Number of Shares Issued in Transaction (in Shares)	50,000,000
Sale of Stock, Price Per Share	$ 0.001
Stock Conversion Price Per Share	$ 0.877192983
New Fork [Member]
Number of Businesses Acquired	521
Area of Land (in Square Meters)	10,000
Asset Impairment Charges (in Dollars)	$ 281,477

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Going Concern (Detail) (USD $)	141 Months Ended
	Oct. 31, 2012
Operating Loss	$ 20,440,858
Working Capital Deficit	766,872
Notes Payable, Current	$ 300,000

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Mineral Interests

9 Months Ended

Oct. 31, 2012

Mineral Industries Disclosures [Text Block]

NOTE 2 - Mineral Interests

On February 27, 2009, the Company completed the acquisition of 100% of the common shares of Tournigan USA, Inc. (“TUSA”), a wholly owned subsidiary of Tournigan Energy, Ltd. (“Tournigan Energy”). As consideration for this transaction, the Company issued Tournigan Energy an interest-free promissory note in the amount of $325,327. In addition, the Company agreed to secure the release of, or reimburse Tournigan Energy for, the existing reclamation bonds on the properties in the amount of $930,000, less any applicable reclamation costs. The Company granted Tournigan Energy a 30% carried interest on each of the existing properties up to the completion of a feasibility study for any project encompassing any of these properties. At that point, Tournigan Energy could elect to convert its interest into a 30% contributing working interest or allow its interest to dilute to a 5% net profits interest.

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;

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:

Fair value of net tangible assets acquired:
	Cash	$     12,829
	Accrued interests receivable	3,202
	Restricted deposits	930,000
	Accounts payable	(204)
	Asset retirement obligation	(52,000)
	Acquired net assets (100%)	893,827
Purchase Price:
	Promissory note payable	$   325,327
	Due to Tournigan Energy, net	878,000
	Total	$ 1,203,327
	Mineral rights	$   309,500

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.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $)	Oct. 31, 2012	Jan. 31, 2012
Common stock par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	141,062,125	141,062,125
Common stock, shares outstanding	87,062,125	87,062,125

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Mineral Interests (Tables)

9 Months Ended

Oct. 31, 2012

Fair Value, by Balance Sheet Grouping [Table Text Block]

Fair value of net tangible assets acquired:
	Cash	$     12,829
	Accrued interests receivable	3,202
	Restricted deposits	930,000
	Accounts payable	(204)
	Asset retirement obligation	(52,000)
	Acquired net assets (100%)	893,827
Purchase Price:
	Promissory note payable	$   325,327
	Due to Tournigan Energy, net	878,000
	Total	$ 1,203,327
	Mineral rights	$   309,500

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Document And Entity Information	9 Months Ended
	Oct. 31, 2012	Dec. 06, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	Cyclone Uranium Corp
Document Type	10-Q
Current Fiscal Year End Date	--01-31
Entity Common Stock, Shares Outstanding		141,062,125
Amendment Flag	false
Entity Central Index Key	0000844788
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Oct. 31, 2012
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3

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Acquisition of New Fork Uranium Corporation (Tables)

9 Months Ended

Oct. 31, 2012

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

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	$ 2,000,000
	Total	$ 2,000,000
	Mineral rights	$1,681,477

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		9 Months Ended		141 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012
REVENUE	$ 0	$ 0	$ 0	$ 0	$ 44,240
COSTS AND EXPENSES
Cost of revenue	0	0	0	0	50,000
Exploration expense	66,584	33,455	164,368	96,945	1,610,391
Impairment of mineral interests	0	0	281,477	0	590,977
Write down of inventory to market value	0	0	0	0	125,000
General and administrative	132,856	104,086	405,594	312,203	4,435,077
TOTAL OPERATING EXPENSES	199,440	137,541	851,439	409,148	6,811,445
(LOSS) FROM OPERATIONS	(199,440)	(137,541)	(851,439)	(409,148)	(6,767,205)
OTHER INCOME (EXPENSES)
Interest expense – related party	(6,947)	(7,800)	(22,272)	(17,653)	(145,776)
Interest expense	(139,976)	0	(139,976)	0	(139,976)
Relief of payables and other indebtedness	0	0	0	0	66,935
Other income	0	0	0	504	2,404,688
Interest income	4	0	4	39	37,709
TOTAL OTHER INCOME (EXPENSES)	(146,919)	(7,800)	(162,244)	(17,110)	2,223,580
(LOSS) BEFORE TAXES	(346,359)	(145,341)	(1,013,683)	(426,258)	(4,543,625)
INCOME TAXES	0	0	0	0	556,868
NET (LOSS)	$ (346,359)	$ (145,341)	$ (1,013,683)	$ (426,258)	$ (5,100,493)
NET LOSS PER COMMON SHARE, BASIC AND DILUTED (in Dollars per share)	$ 0.00	$ 0.00	$ (0.01)	$ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED (in Shares)	141,062,125	81,016,275	131,999,854	80,513,655

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Asset Retirement Obligations and Restricted Deposits

9 Months Ended

Oct. 31, 2012

Asset Retirement Obligation Disclosure [Text Block]

NOTE 7 - 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, 2012 was $35,000, which may be released upon future inspection by the Arizona BLM.

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Notes Payable - Shareholder

9 Months Ended

Oct. 31, 2012

Mortgage Notes Payable Disclosure [Text Block]

NOTE 6 - Notes Payable – Shareholder

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 bears interest at 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 October 27, 2011, for a loan total at the time of $340,000.  The terms 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 as of October 31, 2012.

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.  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.  

As of October 31, 2012, the Company was unable to repay the note, thus, the Company is in default on the note.  The default interest rate is 45%. We are currently engaged in discussions with the lender with regard to negotiating an extension on the note.

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Acquisition of New Fork Uranium Corporation (Detail) - Acquisition of New Fork Uranium Corporation (New Fork [Member], USD $)	Oct. 31, 2012
New Fork [Member]
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	2,000,000
Total	2,000,000
Mineral rights	$ 1,681,477

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Common Stock Options and Warrants (Tables)

9 Months Ended

Oct. 31, 2012

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

Options	Number of Shares	Weighted Average Exercise Price	Remaining Contractual Life (in years)	Aggregate Intrinsic Value
Outstanding at February 1, 2012	13,450,000	$0.25	2.02 yrs	$0.00
Issued	2,500,000	$0.06	4.38 yrs	$0.00
Exercised	-	-	-
Expired/Cancelled	(1,700,000)	$0.10	-	$0.00
Outstanding at October 31, 2012	14,250,000	$0.23	2.57 yrs	$0.00
Exercisable at October 31, 2012	14,250,000	$0.23	2.57 yrs	$0.00

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block]

Range of Prices	Weighted Average Number Outstanding	Contractual Life	Weighted Average Exercise Price	Weighted Average Number Exercisable	Weighted Average Exercise Price
$0.05	2,000,000	3.55 yrs	$0.05	2,000,000	$0.05
$0.06	3,150,000	2.22 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	2.22 yrs	$0.08	500,000	$0.08
$0.30	100,000	2.22 yrs	$0.30	100,000	$0.30
$0.40	4,000,000	.10 yrs	$0.40	4,000,000	$0.40
$0.60	2,000,000	3.10 yrs	$0.60	2,000,000	$0.60
$0.06	2,500,000	4.38 yrs	$0.06	2,500,000	$0.06

Schedule of Share-based Compensation, Shares Authorized under Warrants Plans, by Exercise Price Range [Table Text Block]

Exercise Price	Number of Shares	Remaining Contractual Life	Exercise Price Times Number of Shares	Weighted Average Exercise Price	Aggregate Intrinsic Value
$0.05	1,000,000	2.63 yrs	$50,000	$0.05	$0.00
$0.02	6,814,000	4.84 yrs	$136,280	$0.02	$0.00

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Related Party Transactions

9 Months Ended

Oct. 31, 2012

Related Party Transactions Disclosure [Text Block]

NOTE 10 - 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 October 31, 2012, $51,358 was owed to Minex Exploration for these services.

Prior 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.

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Stockholders' Equity (Deficit)

9 Months Ended

Oct. 31, 2012

Stockholders' Equity Note Disclosure [Text Block]

NOTE 8 - Stockholders’ Equity (Deficit)

During the nine months ended October 31, 2012, the Company issued 50,000,000 shares to the shareholders of New Fork at $0.04 per share, 2,000,000 shares for services 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.

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Common Stock Options and Warrants

9 Months Ended

Oct. 31, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

NOTE 9 - Common Stock Options and Warrants    

The Company's Stock Option Plan states that the exercise price of each option will be granted at an amount that equals the 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. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model.

During the quarter ending April 30, 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.

Options	Number of Shares	Weighted Average Exercise Price	Remaining Contractual Life (in years)	Aggregate Intrinsic Value
Outstanding at February 1, 2012	13,450,000	$0.25	2.02 yrs	$0.00
Issued	2,500,000	$0.06	4.38 yrs	$0.00
Exercised	-	-	-
Expired/Cancelled	(1,700,000)	$0.10	-	$0.00
Outstanding at October 31, 2012	14,250,000	$0.23	2.57 yrs	$0.00
Exercisable at October 31, 2012	14,250,000	$0.23	2.57 yrs	$0.00

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

Range of Prices	Weighted Average Number Outstanding	Contractual Life	Weighted Average Exercise Price	Weighted Average Number Exercisable	Weighted Average Exercise Price
$0.05	2,000,000	3.55 yrs	$0.05	2,000,000	$0.05
$0.06	3,150,000	2.22 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	2.22 yrs	$0.08	500,000	$0.08
$0.30	100,000	2.22 yrs	$0.30	100,000	$0.30
$0.40	4,000,000	.10 yrs	$0.40	4,000,000	$0.40
$0.60	2,000,000	3.10 yrs	$0.60	2,000,000	$0.60
$0.06	2,500,000	4.38 yrs	$0.06	2,500,000	$0.06

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.

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 amortized to interest expense over the term of the bridge loan.    

On October 31, 2012, 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	Aggregate Intrinsic Value
$0.05	1,000,000	2.63 yrs	$50,000	$0.05	$0.00
$0.02	6,814,000	4.84 yrs	$136,280	$0.02	$0.00

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Subsequent Events

9 Months Ended

Oct. 31, 2012

Subsequent Events [Text Block]

NOTE 11 - Subsequent Events

On September 17, 2012 the Company’s Board of Directors and on November 12, 2012 the Company’s shareholders approved an amendment to change the name of the Company to Cyclone Uranium Corporation and also to increase the Company’s authorized shares of common stock to 600,000,000.  The Company filed an amendment to its Articles of Incorporation 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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Mineral Interests (Detail) - Mineral Interests: Fair Value Disclosure Table (USD $)	Oct. 31, 2012
Purchase Price:
Mineral rights	$ 1,400,000
Mining Properties and Mineral Rights [Member]
Fair value of net tangible assets acquired:
Cash	12,829
Accrued interests receivable	3,202
Restricted deposits	930,000
Accounts payable	(204)
Asset retirement obligation	(52,000)
Acquired net assets (100%)	893,827
Purchase Price:
Promissory note payable	325,327
Due to Tournigan Energy, net	878,000
Total	1,203,327
Mineral rights	$ 309,500

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Asset Retirement Obligations and Restricted Deposits (Detail) (USD $)			12 Months Ended
	Jan. 31, 2011 Tournigan Energy [Member] WDEQ [Member]	Jan. 31, 2010 Tournigan Energy [Member] WDEQ [Member]	Jan. 31, 2011 WDEQ [Member]	Jan. 31, 2010 WDEQ [Member]	Oct. 31, 2012 Arizona BLM [Member]
Restricted Cash and Investments, Noncurrent			$ 304,400	$ 575,600	$ 35,000
Mineral Extraction Processing and Marketing Costs			127,000	340,000
Business Acquisition, Cost of Acquired Entity, Transaction Costs	130,000	200,000
Other General Expense			$ 47,000

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STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended		141 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (1,013,683)	$ (426,258)	$ (5,100,493)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Income from sale of mineral interests	0	0	(2,235,000)
Writedown of inventory to market value	0	0	125,000
Impairment of mineral interests	281,477	0	590,977
Relief of payables and other indebtedness	0	0	(66,935)
Depreciation	0	0	7,062
Common stock issued for services	100,000	95,280	419,814
Stock subscriptions related to services provided	0	0	82,750
Stock options issued for services	0	0	75,500
Stock based compensation	0	0	699,937
Non cash interest expense	132,332	0	132,332
Stock option expense	99,924	76,741	176,665
Changes in assets and liabilities:
Inventory	0	0	50,000
Prepaid and other current assets	(52,724)	(31,745)	(124,416)
Accounts payable and accrued expenses	(5,341)	53,550	517,549
Asset retirement obligation	0	0	(52,000)
Accounts payable and accrued expenses - shareholders	39,768	0	570,624
Net cash (used in) operating activities	(418,247)	(232,432)	(4,130,634)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received in New Fork acquisition	297,564	0	297,564
Cash received in Tournigan acquisition	0	0	12,829
Proceeds from sale of mineral interests	0	0	2,235,000
Release of reclamation bonds	0	0	895,000
Net cash provided by investing activities	297,564	0	3,440,393
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of amounts due to Tournigan Energy, Inc.	0	0	(330,000)
Cash received from sale of common stock	50,000	0	856,486
Proceeds from the exercise of stock options	0	0	35,000
Proceeds from notes payable	300,000	0	300,000
Proceeds from notes payable - shareholder	0	180,000	350,500
Repayment of note payable - shareholder	(149,000)	0	(1,150,568)
Capital contribution by shareholder	0	0	689,068
Net cash provided by financing activities	201,000	180,000	750,486
INCREASE(DECREASE) IN CASH	80,317	(52,432)	60,245
Cash, beginning of period	315	58,764	20,387
Cash, end of period	80,632	6,332	80,632
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Reclassification of capital contributions to note payable	0	0	864,068
Conversion of notes payable and accrued interest to common stock	0	141,681	329,181
Conversion of amounts due to shareholders to common stock	0	0	374,089
Conversion of amounts due to shareholders upon exercise of stock warrants	0	231,498	347,498
Common shares issued for stock subscriptions	0	0	433,813
Conversion of amounts due to affiliate to stock subscription	0	0	131,282
Purchase of inventory via direct payment by shareholder	0	0	175,000
Contribution of accounts payable and accrued expenses - shareholder	0	0	50,000
Contribution of amounts due Tournigan Energy Ltd to capital	0	600,000	873,327
Common shares issued for New Fork acquisition	$ 2,000,000	$ 0	$ 2,000,000

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Going Concern

9 Months Ended

Oct. 31, 2012

Going Concern Note

NOTE 5 - Going Concern

The Company has incurred operating losses of $20,440,858 since inception and has a working capital deficit of $766,872 at October 31, 2012.  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.

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Stockholders' Equity (Deficit) (Detail) (USD $)	9 Months Ended
	Oct. 31, 2012
Share Price (in Dollars per share)	$ 0.05
Stock Issued During Period, Shares, Issued for Services	2,000,000
Stock Issued During Period, Value, Issued for Services (in Dollars)	$ 100,000
New Fork [Member]
Stock Issued During Period, Shares, New Issues	50,000,000
Share Price (in Dollars per share)	$ 0.04

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Mineral Interests (Detail) (USD $)	3 Months Ended	9 Months Ended			9 Months Ended			9 Months Ended	119 Months Ended	34 Months Ended
	Dec. 15, 2009	Oct. 31, 2012	Jan. 31, 2012	Feb. 27, 2009	Oct. 31, 2012 1% NSR Royalty [Member]	Oct. 31, 2012 Tournigan USA, Inc [Member]	Feb. 27, 2009 Tournigan USA, Inc [Member]	Oct. 31, 2012 Tournigan Energy, Ltd.[Member]	Dec. 22, 2010 Tournigan Energy, Ltd.[Member]	Oct. 31, 2012 Promissory Notes [Member]
Business Acquisition, Date of Acquisition Agreement						Feb. 27, 2009
Business Acquisition, Percentage of Voting Interests Acquired							100.00%
Business Acquisition, Purchase Price Allocation, Notes Payable and Long-term Debt						$ 325,327	$ 325,327
Business Acquisition, Purchase Price Allocation, Reclamation Bonds				930,000
Business Acquisition Percentage Of Contributing Working Interest				30.00%
Business Acquisition Percentage Of Net Profits Interest				5.00%
Deposits Assets, Current		35,000	35,000
Payments of Debt Extinguishment Costs										100,000
Reclamation Bond, First Installment Due		530,000
Reclamation Bond, First Installment Due Date		Dec. 15, 2009
Reclamation Bond, Subsequent Installment Due		400,000
Reclamation Bond, Subsequent Installment Due Date		Sep. 30, 2010
Reclamation Bond, Part Payment Amount Of First Installment	100,000
Reclamation Bond, First Installment, Part Payment	100,000
Repayments of Debt									130,000
Due to Related Parties								600,000
Debt Instrument, Decrease, Forgiveness								600,000
Royalty Revenue					5,000,000			10,000,000
Royalty Expense								3,000,000
Mineral Properties, Accumulated Impairment		$ 309,500