10-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

_________________

(Mark One)
þ	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended January 31, 2013

or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from  to

Commission File Number 0-17386 

CYCLONE URANIUM CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	88-0227654
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

2186 S. Holly St. Ste 104

Denver, Colorado  80222

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (303) 800-0678

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of Securities Act. Yes o  No þ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No þ 

Indicate by check mark whether the registrant  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ  No o 

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes þ No o 

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

Large accelerated filer  ¨	Accelerated filer  ¨
Non-accelerated filer  ¨ (Do not check if smaller reporting company)	Smaller reporting company  x

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of July 31, 2012, based upon the closing price of the common stock as reported by OTCBB on such date was approximately $1,654,773.  The total number of shares of Common Stock issued and outstanding as of  May 10, 2013 was 141,062,125

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TABLE OF CONTENTS

Item 1:	Business ………………………………………………………………………….	5
Item 1A:	Risk Factors……………………………………………………………………...	5
Item 1B:	Unresolved Staff Comments……………………………………………………..	11
Item 2:	Properties………………………………………………………………………….	11
Item 3:	Legal Proceedings………..………………………………...……………............	24
Item 4:	Mine Safety Disclosures	24
PART II
Item 5:	Market for Registrant's Common Equity, Related Stockholder Matters
	and Issuer Purchases of Equity Securities...........................................................	25
Item 6:	Selected Financial Data………………………………………………….………	26
Item 7:	Management’s Discussion and Analysis of Financial Condition and
	Results of Operations….…….…………………………………………………	27
Item 7A:	Quantitative and Qualitative Disclosures About Market Risk….……..………..
Item 8:	Financial Statements and Supplementary Data....................................................	32
Item 9:	Changes in and Disagreements with Accountants on Accounting
	and Financial Disclosure….……………………………………………............	52
Item 9A:	Controls and Procedures……….…………………………………………..........	52
Item 9B:	Other Information……………….……………………………………………….	52
PART III
Item 10:	Directors, Executive Officers and Corporate Governance………………….......	53
Item 11:	Executive Compensation......................................................................................	56
Item 12:	Security Ownership of Certain Beneficial Owners and Management
	and Related Stockholder Matters………………………………………………	57
Item 13:	Certain Relationships and Related Transactions, and Director Independence ….……………………………………………………………….	60
Item 14:	Principal Accounting Fees and Services…………….……………………….….	61
PART IV
Item 15:	Exhibits, Financial Statement Schedules…………………………………….….	62
Signatures	…………………………………………………….……………………….........	63

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EXCHANGE RATES

Except as otherwise indicated, all dollar amounts described in this Form 10-K Annual Report are expressed in United States dollars ($US).

CONVERSION TABLE

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

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

FORWARD LOOKING STATEMENTS

This Form 10-K 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.

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

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PART I

Item 1.Business. 

Introduction

Cyclone Uranium Corporation (“Cyclone” or the “Company”) formerly known as Fischer-Watt Gold Company, Inc. is a junior mineral exploration company with a portfolio of uranium properties in Wyoming, South Dakota and Arizona. Cyclone was incorporated in Nevada in 1986.  On March 14, 2012, Cyclone acquired the assets of New Fork Uranium Corp. for stock, further strengthening its land position with strategically located claims and leases in the Cyclone Rim area of the Wyoming Red Desert. Cyclone changed its name from Fischer-Watt Gold Company, Inc. in December, 2012. 

In 2009 Cyclone acquired a 100% interest in Tournigan Energy Ltd and with the New Fork Uranium Corp. acquisition now holds 30,000 acres of claims in Wyoming (1,376 federal claims and three state leases), South Dakota (51 federal claims) and Arizona (31 federal claims).  Between 2006 and 2008 approximately $7.0 million was invested in uranium exploration activities on certain of these claims.  The core area of focus is Cyclone Rim of Sweetwater County, Wyoming, where the claims cover roughly 28 miles of land hosting sinuous roll-front.  The acquisition of New Fork Uranium Corp. added ten claim blocks containing 521 claims in the heart of the Great Divide Basin, which is one of the focal points of uranium exploration in the United States.

The assets acquired from New Fork Uranium Corp. include 521 federal mining claims (10,500 acres over 16square miles) in Sweetwater County, Wyoming.  Cyclone holds extensive historical data on these claims obtained from the Wyoming Geological Survey.  Drill maps of drilling conducted by Kerr McGee is the most complete and show numerous uranium ore holes drilled on New Fork claims. Management believes these claims reflect uranium mineralization through surface work and subsequent drill programs.  These claims, which are in close proximity to other operators that are investing heavily in exploration activities, are on trend to uranium mineralization found in the Eocene Battle Springs Formation that is a coarse, arkosic sandstone interbedded with intermittent mudstone, claystone, and siltstone.

Employees

The Company has one full time employee.

Item 1A.Risk Factors.

This 10-K contains statements concerning our future performance, intentions, objectives, plans and expectations that are or may be deemed to be "forward-looking statements".  Our ability to do this has been fostered by the Private Securities Litigation Act of 1995, which provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective statements identifying important factors that could cause actual results to differ materially from those discussed in the statement. In addition, the Company's status as an exploration and development company without any present revenue producing operations increases the risks involved in an investment in the Company.  These factors affecting us include, but are not limited to, the following:

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RISKS RELATED TO OUR BUSINESS:

Exploration Stage Mining Company with No History of Operation

The Company is in its exploration stage, has very limited operating history, and is subject to all the risks inherent in a new business enterprise. For example, to date we have had no revenues and have relied upon equity financing to fund our operations. The likelihood of success of the Company must be considered in light of the problems, expenses, difficulties, complication, and delays frequently encountered in connection with an exploration stage business, and the competitive and regulatory environment in which the Company will operate, such as under-capitalization, personnel limitations, and limited revenue sources.

Due to Our History of Operating Losses, We are Uncertain That We Will Be Able to Maintain Sufficient Cash to Accomplish Our Business Objectives

During the year ended January 31, 2013 and 2012 we suffered net losses of $1,285,247 and $499,527 respectively. At January 31, 2013 there was a working capital deficit of $982,719. There is no assurance that we can generate net income, generate revenues or successfully explore and exploit our properties.

Significant amounts of capital will be required to continue to explore and then develop the Wyoming claims.  The Company is not engaged in any revenue producing activities and does not expect to do so in the near future.  Currently the Company’s sources of funding consist of the sale of additional equity securities, borrowing funds, or selling a portion of our interests in our assets. There is no assurance that any additional capital that the Company will require will be obtainable on terms acceptable to us, if at all. Failure to obtain such additional financing could result in delays or indefinite postponement of further exploration and development of our projects. Additionally financing, if available, will likely result in substantial dilution to existing stockholders.

Capital Requirements and Liquidity; Need for Subsequent Funding

Company management and our board of directors monitor our overall costs and expenses and, if necessary, adjust Company programs and planned expenditures in an attempt to ensure we have sufficient operating capital.We continue to evaluate our costs and planned expenditures for our on-going exploration project at our Wyoming mining claim.  The Company may need to explore raising additional capital during fiscal 2013 so that it can continue to fully fund its planned operations.  The weak US and global economies combined with instability in global financial and capital markets have impacted the availability of funding.  If the disruptions in the global financial and capital markets continue, debt or equity financing may not be available to us on acceptable terms, if at all. Equity financing, if available, may result in substantial dilution to existing stockholders.  If we are unable to fund future operations by way of financing, including public or private offerings of equity or debt securities, our business, financial condition and results of operations will be adversely impacted.

The independent auditors’ report on our financial statements reflect a “going concern” explanatory paragraph.  

As a result of our losses from operations and limited capital resources, our independent registered public accounting firm’s report on our financial statements as of, and for the year ended, January 31, 2013, includes an explanatory paragraph discussing that these conditions raise substantial doubt about our ability to continue as a going concern.  Our ability to continue to pursue our plan of operations as described herein is dependent upon our ability to increase our revenues and/or raise the capital necessary to meet our financial requirements on a continuing basis.

Disruptions in the Global Financial and Capital Markets May Impact Our Ability to Obtain Financing.

The global financial and capital markets have experienced on-going volatility and disruption.  Although we expect to meet our near term liquidity needs with our working capital on hand, we will continue to need further funding to achieve our business objectives.  In the past, the issuance of equity securities has been the major source of capital and liquidity for us.  The extraordinary conditions in the global financial and capital markets have currently limited the availability of this funding.  If the disruptions in the global financial and capital markets continue, debt or equity financing may not be available to us on acceptable terms, if at all.  If we are unable to fund future operations by way of financing, including public or private offerings of equity or debt securities, our business, financial condition and results of operations will be adversely impacted.

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Our Exploration Activities Require Significant Amounts of Capital that May Not Be Recovered. 

Mineral exploration activities are subject to many risks, including the risk that no commercially productive or extractable resources will be encountered. There can be no assurance that our activities will ultimately lead to an economically feasible project or that we will recover all or any portion of our investment. Mineral exploration often involves unprofitable efforts, including drilling operations that ultimately do not further our exploration efforts, as well as operating and other costs. The cost of minerals exploration is often uncertain and cost overruns are common. Our drilling and exploration operations may be curtailed, delayed or canceled as a result of numerous factors, many of which are beyond our control, including title problems, weather conditions, compliance with governmental requirements and shortages or delays in the delivery of equipment and services.

We may not be able to renew our annual leases with the Wyoming Bureau of Land Management. 

Certain of our mining claims acquired from New Fork are subject to annual renewal payments of approximately $200,000 in the aggregate.  In order to make these payments each year, we must raise funds either through the sale of capital or the issuance of debt.  There are no assurances that we will be able to raise the funds required to make the annual lease payments. Further, as a result of the recent volatility of the global markets, a general tightening of lending standards, and a general decrease in equity financing and similar type transactions it could be difficult for us to obtain funding to allow us to renew these claims, which could materially impact our business operations and business plan.

No Commercially Mineable Ore Body; Resources and Reserves

No commercially mineable ore body has been delineated on the Company’s properties, nor have any reserves been identified.  The Company is an exploration stage company and does not currently have any known reserves and cannot be expected to have reserves.  There can be no assurance that the Company’s claims will ever contain reserves and investors may lose their entire investment in the Company.

There are numerous uncertainties inherent in estimating quantities of mineral resources such as uranium, including many factors beyond our control, and no assurance can be given that the recovery of mineral resources will be realized.  In general, estimates of recoverable mineral resources are based upon a number of factors and assumptions made as of the date on which the resource estimates were determined, such as geological and engineering estimates which have inherent uncertainties and the assumed effects of regulation by governmental agencies and estimates of future commodity prices and operating costs, all of which may vary considerably from actual results.  All such estimates are, to some degree, uncertain and classifications of resources are only attempts to define the degree of uncertainty involved.  For these reasons, estimates of the recoverable mineral resources, the classification of such resources based on risk of recovery, prepared by different engineers or by the same engineers at different times, may vary substantially.  No estimates of commerciality or recoverable mineral resources can be made at this time, if ever.

Our Business Plan is Highly Speculative and its Success Largely Depends on MineralExploration in the Wyoming Mining Claims

Although the Company holds mining claims South Dakota and Arizona, our business plan is focused primarily on exploration on the Company’s Wyoming claims and to identify reserves, as described herein.  Exploitation of mineralization and determining whether the mineralization might be extracted profitably is highly speculative and it may take a number of years until production is possible, during which time the economic viability of the project may change. Substantial expenditures are required to establish reserves, extract metals from ores and, in the case of new properties, to construct mining and processing facilities.  Exploration projects are also subject to the completion of compiling initial drill data, establishing favorable feasibility studies, issuance of necessary permits and the ability to raise further capital to fund activities.  There can be no assurance that we will be successful in overcoming these risks.

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Risks Inherent in the Mining Industry

The Company is subject to all of the risks inherent in the minerals exploration and mining industry and including, without limitation, the following:

•    competition from a large number of companies, many of which are significantly larger than the Company, in the acquisition, exploration, and development of mining properties;

•    the Company might not be able raise enough money to pay the fees, taxes and perform labor necessary to maintain its concessions in good force;

•    exploration for minerals is highly speculative and involves substantial risks, even when conducted on properties known to contain significant quantities of mineralization, our exploration projects may not result in the discovery of commercially mineable deposits of ore;

•    the probability of an individual prospect ever having reserves that meet the requirements of Securities Act Industry Guide 7 is extremely remote, or the properties may not contain any reserves, and any funds spent on exploration may be lost;

•    our operations are subject to a variety of existing laws and regulations relating to exploration and development, permitting procedures, safety precautions, property reclamation, employee health and safety, air quality standards, pollution and other environmental protection controls and the Company may not be able to comply with these regulations and controls; and

•    a large number of factors beyond the control of the Company, including fluctuations in metal prices, inflation, and other economic conditions, will affect the economic feasibility of mining.

THE BUSINESS OF MINERAL EXPLORATION IS SUBJECT TO MANY RISKS:

Fluctuating Price for Metals

The Company’s operations will be greatly influenced by the prices of commodities, particularly the price of uranium but also including gold, zinc, lead, copper, and other metals.  These prices fluctuate widely and are affected by numerous factors beyond the Company’s control, including interest rates, expectations for inflation, speculation, currency values, in particular the strength of the United States dollar, global and regional demand, political and economic conditions and production costs in major metal producing regions of the world.

Title to Our Mineral Properties May be Challenged

We attempt to confirm the validity of its rights to title to, or contract rights with respect to, each mineral property in which we have a material interest. However, we cannot guarantee that title to our properties will not be challenged. Title insurance generally is not available, and our ability to ensure that we have obtained secure claim to individual mineral properties or mining concessions may be severely constrained. Our mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. In addition, we may be unable to operate our properties as permitted or to enforce our rights with respect to our properties.

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Environmental Controls

Compliance with statutory environmental quality requirements may necessitate significant capital outlays, may materially affect the earning power of the Company, or may cause material changes in the Company’s intended activities.  Our exploration operations require compliance with local and federal regulations. No assurance can be given that environmental standards imposed by either federal or state governments will not be changed or become more stringent, thereby possibly materially adversely affecting the proposed activities of the Company.  In addition, if we are unable to fund fully the cost of remediation of any environmental condition, we may be required to suspend operations or enter into interim compliance measures pending completion of the required remediation.

Availability of Water

Water is essential in all phases of the exploration and development of mineral properties.  It is used in such processes as exploration, drilling, leaching, placer mining, dredging, testing, and hydraulic mining.  Mining and ore processing requires large volumes of water.  Both the lack of available water and the cost of acquisition may make an otherwise viable project economically impossible to complete.  Although work completed thus far indicates that an adequate supply of water can probably be developed in the area for an underground mining operation, the Company will need to complete an additional water exploration program to determine if there is sufficient water available for an open pit mining operation.

Shortages of Supplies and Materials

The mineral industry has experienced from time to time shortages of certain supplies and materials necessary in the exploration for and evaluation of mineral deposits.  The prices at which such supplies and materials are available have also greatly increased.  Our planned operations would likely be subject to delays due to such shortages and that further price escalations will increase the Company’s costs of such supplies and materials.  Experience of the Company and of others in the industry is that suppliers are currently often unable to meet contractual obligations for supplies, equipment, materials, and services, and that alternate sources of supply do not exist.

Availability of Outside Engineers and Consultants

The Company is heavily dependent upon outside engineers and other professionals to complete work on its exploration projects.  The mining industry has experienced significant growth over the last several years and as a result, many engineering and consulting firms have experienced a shortage of qualified engineering personnel.  The Company closely monitors its outside consultants through regular meetings and review of resource allocations and project milestones.  However, the lack of qualified personnel combined with increased mining projects could result in delays in completing work on our exploration projects or result in higher costs to keep personnel focused on our project.

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Need for Additional Key Personnel; Reliance on Officers and Directors

At the present, the Company employs one full-time employee and two outside consultants in the United States, and relies in large part on the personal efforts of its officers and directors. The success of the Company’s proposed business will depend, in part, upon the ability to attract and retain qualified employees. The Company believes that it will be able to attract competent employees, but no assurance can be given that the Company will be successful in this regard. If the Company is unable to engage and retain the necessary personnel, its business would be materially and adversely affected.

RISKS RELATED TO OUR SECURITIES

There may be future sales or other dilution of our equity which may adversely affect the market price of our common stock.

We are not restricted from issuing additional common stock or preferred stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or preferred stock or any substantially similar securities. Our Board of Directors is authorized to issue additional shares of common stock and additional classes or series of preferred stock without any action on the part of the stockholders. Our Board of Directors also has the discretion, without stockholder approval, to set the terms of any such classes or series of preferred stock that may be issued, including voting rights, rights and preferences with respect to dividends or upon the liquidation, or winding up of our business and other terms. If we issue preferred shares in the future that have a preference over our common stock with respect to the payment of dividends or upon liquidation, dissolution or winding up, or if we issue preferred shares with voting rights that dilute the voting power of our common stock, the rights of our common stockholders or the market price of our common stock could be adversely affected.

The Company does not intend to declare any dividends in the foreseeable future.

The Company intends to retain any of its profits to fund the Company’s business operations.  Investors who require income from dividends should not purchase our common stock.

The lack of a broker or dealer to create or maintain a market in our stock could adversely impact the price and liquidity of our securities. 

The Company has no agreement with any broker or dealer to act as a market maker for its securities and there is no assurance that it will be successful in obtaining any market makers. Thus, no broker or dealer will have an incentive to make a market for our stock. This in part, has resulted in very low trading volume of our common stock.  The lack of a market maker for our securities could adversely influence the market for and price of our securities, as well as your ability to dispose of, or to obtain accurate information about, and/or quotations as to the price of, our securities.

 As our stock is not listed on a national securities exchange, trading in our shares will be subject to rules governing "penny stocks," which will impair trading activity in our shares. 

Our stock is not on a national securities exchange. Therefore, our stock is subject to rules adopted by the Commission regulating broker dealer practices in connection with transactions in "penny stocks." Those disclosure rules applicable to "penny stocks" require a broker dealer, prior to a transaction in a "penny stock" not otherwise exempt from the rules, to deliver a standardized list disclosure document prepared by the Commission. That disclosure document advises an investor that investment in "penny stocks" can be very risky and that the investor's salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in "penny stocks," to independently investigate the security, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the "penny stock" is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock. Many brokers may be unwilling to engage in transactions in our common stock because of the added disclosure requirements, thereby making it more difficult for shareholders to dispose of their shares. Shareholders will also find it difficult to obtain accurate information about, and/or quotations as to the price of, our common stock.   Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets.

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As a company with a class of securities registered pursuant to the 1934 Act the Company has significant obligations under the 1934 Act.

Having a class of securities registered under the 1934 Act is a time consuming and expensive process and subjects the company to increased regulatory scrutiny and extensive and complex regulation.  Complying with these regulations would be expensive and could require a significant amount of management’s time.  For example, public companies are obligated to institute and maintain financial accounting controls and for the accuracy and completeness of their books and records.  These requirements could necessitate additional corporate spending on procedures and personnel requiring us to reallocate funds from other business objectives.

Item 1B.  Unresolved Staff Comments.

None.

Item 2.Properties. 

Executive Office

Cyclone’s principal executive offices are located at 2186 S. Holly Street, Suite 104, Denver, CO 80222.  The lease is in the name of our CEO, James G. Baughman and we sublease the office at a rate of $400 per month on a month-to-month basis.

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The following is a description of the Company's mineral properties.  

Mineral Claims and Leases

The mineral holdings in Tournigan USA, Inc. (“TUSA”) are comprised of 907 federal lode claims covering 18,100 acres in Wyoming, South Dakota and Arizona, along with 3 State leases covering 879 acres in Wyoming. All the claims and leases are 100% controlled in TUSA and there are no further underlying agreements, payments or royalties other than statutory Federal, State and County fees and production royalties. Annual fees and minimum work requirements to hold these properties currently amount to approximately $127,000. The claims were staked by Sweetwater River Resources and Cowboy Explorations of Wyoming who were contracted by TUSA to perform geological services. All the claims and leases are registered in TUSA’s name.

Wyoming

The Wyoming properties consist of 825 Federal claims covering 16,500 acres and 3 State leases covering 879 acres distributed in five areas of prospective uranium bearing geology. Some of the properties are close to former producing uranium mines or in-situ recovery (“ISR”) operations. These areas are Cyclone Rim in Sweetwater County; South Pass in Sublette and Fremont Counties; Alkali Creek and Whiskey Peak in Fremont County; and Shirley Basin in Carbon County.

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Uranium mineralization in Wyoming is chiefly found in “roll-fronts”. The roll-fronts are crescent-shaped deposits formed in saturated, permeable sandstones. Groundwater flows through these host rocks carrying dissolved uranium and other metals such as iron, molybdenum, vanadium and selenium. These metals precipitate when the groundwater flow crosses the interface from oxidized conditions into reducing conditions in the sandstone and thereby deposit in the crescent-shaped forms.

Cyclone Rim.

The largest exploration area in TUSA is in the Cyclone Rim covering 14,200 acres. The claims are located in the northwestern portion of the Great Divide Basin and are located in Township 26 North, Range 96 West and Township 25 North, Range 94 through 96 West. The property extends for 28 miles astride the “CR Trend” roll-front. The area is underlain by rock units of the Wasatch and the Battle Springs Formations, which host uranium mineralization in the eastern Great Divide Basin and at Crooks Gap/Green Mountain located approximately 30 miles west. The general area was explored in the early 1970’s by Union Carbide and Teton Exploration, and in the late 1970’s by Newmont Mining, Rocky Mountain Energy, Western Fuels and Ogle Petroleum. The current claim group was assembled between 2005 and 2008 and it covers an extensive length of potential roll-front mineralization from the UT claims in the west and along the CR trend for a further 25 miles of favorable uranium geology. The east end of these claims is approximately 8 miles west of Rio Tinto’s Sweetwater uranium processing mill. That facility is presently on care and maintenance.

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The mineralization occurs as typical Wyoming sandstone hosted roll-front uranium mineralization in the Eocene age Battle Springs Formation. The lithology ranges from coarse sands and gravels to yellow and green silty sands and green sandy clay. Thin interbeds of green clay are common. The host unit is underlain by a thick bed of hard, chocolate brown clay shale. The mineralization tends to favor clayey sands.

Alteration, typical of roll-front uranium mineralization, consists of reddish oxidized sands in the barren interior, up-dip from the roll-front, to green and grey reduced sands at the outer, down-dip part of the roll-front. Pyrite grains in the barren interior are corroded, while in the roll-front and in the outer portions the grains are fresh. This can be an important clue for locating drill-hole positions relative to the roll-front.

The mineralization in this area ranges in depth from less than 100 feet to over 500 feet below the surface.

In 2007, TUSA drilled 49 vertical mud rotary holes, each being of 6” diameter, on the UT claims to follow up on reports of uranium mineralization located in the area in historic drilling by Rocky Mountain Energy. Holes were drilled on 400 ft. spacings and uranium mineralization was encountered in 15 of the holes. Additionally, TUSA drilled five core holes in order to twin holes containing the most significant mineralization. From the down-hole radiometric readings it appears that the mineralization is in at least two shallow roll-fronts within about 200 feet below the surface.

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The 15 holes that intersected significant uranium mineralization are reported below. The remaining 34 holes in this wide-spaced drill program did not encounter uranium mineralization of significance.

Drill Hole	From	To	Thickness	Average Grade
	(ft.)	(ft.)	(ft.)	(% eU3O8)
UT-001	242	245	3.0	0.047%
	283.5	287	3.5	0.054%
Incl’d	286	287	1.0	0.113%
UT-002	169.5	171.5	2.0	0.032%
UT-008	195.2	205.2	10.0	0.076%
UT-009	205	207	2.0	0.038%
UT-018	219	225	6.0	0.040%
Incl’d	220.5	224.5	4.0	0.056%
UT-019	215.5	225	9.5	0.028%
Incl’d	217	222	5.0	0.043%
Incl’d	217.5	220.5	3.0	0.059%
UT-020	207.5	218.5	11.0	0.050%
Incl’d	216.5	218.5	2.0	0.125%
UT-024	243.5	245.1	2.5	0.025%
UT-027	167.7	169.6	2	0.024%
UT-031	210.6	213.6	3	0.029%
UT-034	278.6	284.1	5.5	0.030%
	290.4	293	2.5	0.020%
UT-039	270.4	273	2.5	0.023%
UT-042	243.5	247.1	3.5	0.030%
UT-044	177.5	187.7	10	0.067%
UT-049	163.1	166	3.5	0.027%

Note: The uranium grades are reported as % eU₃O₈ as determined by down-hole radiometric logging equipment. A number of the rotary holes that had the most significant intercepts were twinned with core holes, which were then sampled, analyzed and calibrated with the gamma log readings in order to increase the accuracy of the disequilibrium coefficient. This is a mathematical means of equating gamma log readings to actual % U₃O_8.

15

 

16

 

In order to carry out an initial test of the 25 mile long CR trend, TUSA carried out a drill program in late 2007/early 2008 where it drilled 33 mud rotary holes and one core hole along nine widely spaced fences of drill-holes to provide cross-sectional information along the trend. Each fence was about 2.5 miles apart and vertical holes were drilled 200 ft. apart on each fence. These holes were designed to test for uranium mineralization along the 26-mile trace of the roll front. Significant uranium mineralization was found in 5 of the holes on three of the section lines. The mineralization was encountered at depths ranging from 50 feet to 750 feet below the surface with the mineralization plunging towards the east.

Drill Hole	Section Line	From (ft)	To (ft)	Thickness (ft)	% eU3O8	Comment
CR-010	Line 2	137.5	143.5	6.0	0.018	incl 3.0ft 0.024%
		137.5	155.5	18.0	0.016	incl 1.0ft 0.035%
CR-014	Line 2	208.0	234.0	26.0	0.059	incl 2.5ft 0.15%
CR-029	Line 3	413.0	415.0	2.0	0.026
CR-032	Line 9	54.0	60.5	6.5	0.030
		502.5	509.5	7.0	0.044
		595.0	607.0	12.0	0.020
		675.5	684.0	8.5	0.023
		704.5	708.5	4.0	0.021
		791.0	793.0	2.0	0.024
CR-033	Line 9	59.5	65.5	6.0	0.030
		548.5	557.0	8.5	0.020
		694.0	698.0	4.0	0.022
		699.5	706.0	6.5	0.022
		710.0	723.0	13.0	0.023
		727.5	733.0	5.5	0.035

From these results it has been determined that uranium mineralization is present along a significant portion of the roll front trace. Furthermore, the mineralized intercepts appear to represent portions of a series of roll fronts stacked one on top of the other.

17

 

U3O8 MINERALIZATION & PRODUCTION ALONG THE ROLL FRONT EAST OF CYCLONE URANIUM’S CYCLONE RIM
Property	Mineralization MM Lbs U3O8	Comments
Lost Creek (Ur-Energy Inc.)	10.9
Lost Soldier (Ur-Energy Inc.)	14.0
JAB (Energy Metals Corp.)	3.6
Sweetwater Mine (Rio Tinto)	1.3	historic production
Total	29.8

Note: Cyclone does not own nor control any of these deposits.

The Alkali Creek and Whiskey Peak claims, totaling about 1,200 acres, lie about 8 miles north of the UT claims and are adjacent to claims held by Energy Metals Corporation. A reclaimed ISR operation that was operated by Ogle Petroleum is in the immediate vicinity. The Alkali Creek claims encompass historic close-spaced drilling patterns of Teton Energy and Newmont Mining.

South Pass

The 36 claims and 2 leases covering about 800 acres at South Pass are located along the southeast flank of the Wind River Mountains in the Green River Basin. Exploration was carried out in this area in the late  1960s by Federal American Partners, Getty Oil and Gulf Resources. In general they identified widespread low-grade mineralization over portions of a 26 mile long roll-front. Two mineralized areas, known as the East Sage and the Brett, were identified at that time. These may be evaluated by Cyclone Uranium for the possible application of ISR.

Shirley Basin

The Shirley Basin uranium district is located in the northeastern part of Carbon County, between Casper and Medicine Bow. Uranium was historically produced from four mines beginning in 1959. Utah Construction and Homestake operated underground mines and Petronomics developed two open pits. Mineralization in the area is hosted in the Wind River Formations of Eocene age.

TUSA holds claims at the southern end of the Middle Shirley Basin Trend in an area of reported uranium mineralization. The MSB block of 21 claims cover an area of approximately 400 acres. No exploration has been carried out by TUSA to date.

18

 

South Dakota

In South Dakota, TUSA holds three claim blocks totaling 51 claims over 1,000 acres in an area approximately 8 miles north of the town of Edgemont in the southern Black Hills district. The area covered by these claim blocks were initially held by Union Carbide and the Tennessee Valley Authority as part of a larger block known as the Chord claims. The Chord property encompassed more than 40 small open pits as well as a few underground operations. These operations produced uranium intermittently from the early 1950’s till the late 60’s, supplying ore to a former mill at Edgemont.

The three TUSA blocks are known as the Long, RC and DH claims and are located generally within the Long Mountain structural zone. This northeast trending fault zone, running through the area of the historic Chord claims, is approximately two miles wide, with uranium mineralization being hosted in four sandstone formations. Two of these are in the Cretaceous age Lakota Formations and two are in the overlying sandstone sequences.

The Long claims consist of 33 claims covering 650 acres that encompass a 3 mile long by 1 mile wide mineralized trend that includes pre-existing claims controlled by Strathmore Minerals. These cover the historic Viking, Virginia C and Ridge Runner deposits. The eastern portion of the Long claims surrounds the historic Long Mountain deposits, some of which are also covered by Strathmore claims. The US Forest Service has prepared a Draft Environment Assessment covering certain lands in the Craven Canyon and Long Mountain area, which proposes a "Mineral Withdrawal" to protect regional cultural and other resources on National Forest lands. This proposed action would "withdraw" some of our TUSA claims from mineral exploration and future development.

19

 

Approximately 1 mile east of the Long claims is the 8 claim RC claim block covering 150 acres. This area contains two areas of prospective uranium mineralization as well as the Hot Point mineralized area.

The 10 claim DH claim block covers about 200 acres in an area 1 mile south of the RC claims where in 1971 the US Geological Survey reported “widespread low grade mineralization”. Historic production was won from several small pits and at least two small underground operations where the reported average grade was 0.25% U₃O₈ and 0.30% vanadium oxide.

Arizona

TUSA holds 31 federal lode claims on approximately 600 acres in Mohave County , northern Arizona, in the area known as the Arizona Strip immediately south of the Utah border. Uranium mineralization in these areas is hosted in “collapse” breccia pipes caused by the collapse of overlying rock strata into solution cavity caverns in the underlying limestones. Uranium mineralization was realized in the breccia pipes, at specific favorable horizons, by the action of downward migrating ground waters carrying dissolved uranium. The amounts are relatively small horizontal tabular mineralization, but are among the highest grade in the United States.

The breccia pipes are about 300 feet in diameter on average and are recognized as a circular depression on the surface. There are a lot of these structures in northern Arizona and about 1% of them appear to be mineralized. TUSA’s non-contiguous 9 blocks of claims cover about 10 depressions.

TUSA has carried out extensive field work on about 80 of these depression areas in the form of geological mapping along with soil and rock geochemical sampling since geochemical surveys have been shown in the past to be effective in identifying associated uranium mineralization. Based on this work TUSA selected about 20 areas as high priority targets. Several of these targets were followed up with  geophysical surveys in order to map out the vertical shape of the breccia pipes. Audio-frequency magnetotelluric surveys, using both natural source and controlled source, as well as limited seismic surveys were carried out on about 10 of the high priority targets. This was followed up with 11 holes being drilled into 4 targeted pipes for a total of 8,421 feet of drilling. Breccias were encountered in several of the holes and down-hole gamma surveys were carried out. The results are being evaluated to determine what follow-up programs should be planned.

20

 

21

 

The TUSA properties currently have no reserves and there is no assurance that the projects will advance from their present exploration stage.  All of the exploration on the properties to date has been carried out by Cowboy Explorations of Laramie, Wyoming, a qualified and experienced geological contractor with extensive local geological knowledge.

New Fork Properties

With the acquisition of New Fork on March 14, 2012, Cyclone Uranium increased its claim holding in Wyoming by 519 claims, or approximately 10,000 acres.  The claims are located in Sweetwater County, Wyoming.  The map below shows the claims.

RCR Claims

This group of sixteen unpatented claims covering an area of approximately 320 acres is located in Sections 1 & 2, T25N, R90W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Februray 22, 2011  and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.  

22

 

BSD Claims

This group of forty two unpatented claims covering an area of approximately 840 acres is located in Sections 11, 12, 13, & 14, T25N, R9W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Februray 22, 2011  and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.

Juliet Claims

This group of eighteen unpatented claims covering an area of approximately 360 acres is located in Section 36 T26N, R91W, Sections 31 & 32 T26N, R90W, and Sections 5 & 6 T25N R90W 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Februray 24, 2011  and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.

CS Claims

This group of thirty unpatented claims covering an area of approximately 600 acres is located in Sections 14, 15, 16, 22, & 23 T25N, R91W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Febuary 22, 2011  and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.

EGL Claims

This group of twenty three unpatented claims covering an area of approximately 460 acres is located in Sections 33, 34, 35 T26N, R92W, and Sections 4, 3, & 2 T25N R92W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Febuary 21, 2011  and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.

HS Claims

This group of fourteen unpatented claims covering an area of approximately 280 acres is located in Sections 8, 9, 16, & 17 T26N, R91W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Feburary 23, 2011  and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.

WO Claims

This group of sixteen unpatented claims covering an area of approximately 320 acres is located in Sections 22 & 27 T26N, R91W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Feburary 23, 2011  and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.

GB Claims

This group of ten unpatented claims covering an area of approximately 200 acres is located in Section 21 T26N, R91W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Feburary 23, 2011 to March 5, 2011  and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.

23

 

PSR Claims

This group of eighty seven unpatented claims covering an area of approximately 1,740 acres is located in Sections 20, 29, 30, 31, 32 T26N, R90W and Sections 25 & 36 T26N, R91W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Feburary 23 & 24, 2011 and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.

OD2 Claims

This group of one hundred and five unpatented claims covering an area of approximately 1,800 acres is located in Sections 13 T26N, R92W and Sections 7, 8, 9, 17, 18, 19 T26N R91W, 6^th Principal Meridan, Sweetwater County, Wyoming.  Nintey claims were located on Feburary 14, 15, 16, & 23 2011 and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Managerment in Cheyenne, Wyoming on May 12, 2011.  Fifteen additonal claims were staked on April 23, 2011.  These claims were filed with Sweetwater County, Wyoming on May 24, 2011 and with the Bureau of Land Management in Cheyenne, Wyoming on July 14, 2011.

OSB Claims

This group of one hundred sixty unpatented claims covering an area of approximately 3,200 acres is located in Section 13 T26N, R92W and Sections 7, 8, 9, 17, 18, 19 T26N R91W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Feburary 16, 18, 19, & 21 2011 and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Managerment in Cheyenne, Wyoming on May 12, 2011.

The New Fork claim areas were drilled by Kerr McGee and by Conoco in the late 1970s and the 1980s with no further work being carried out until the areas were restaked by New Fork. The New Fork properties currently have no reserves and there is no assurance that the claims will advance from their present exploration stage.  

Item 3.Legal Proceedings. 

None.

Item 4.  (Mine Safety Disclosures)

Not applicable.

24

 

PART II

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

Purchases of Equity Securities.

The Company's common stock trades on the OTC Bulletin Board. The high and low closing quotations were obtained from the National Association of Securities Dealers, Inc. Trading and Market Services report. The quotations below reflect inter-dealer prices without retail markup, markdown or commissions and may not necessarily represent actual trades.

		HIGH	LOW
Year Ended January 31, 2013
	Quarter ended April 30, 2012	$ 0.06	$ 0.02
	Quarter ended July 31, 2012	0.06	0.03
	Quarter ended October 31, 2012	0.03	0.02
	Quarter ended January 31, 2013	0.05	0.02

Year Ended January 31, 2012
	Quarter ended April 30, 2011	$ 0.06	$ 0.04
	Quarter ended July 31, 2011	0.05	0.02
	Quarter ended October 31, 2011	0.04	0.01
	Quarter ended January 31, 2012	0.04	0.01

Recent Sales of Unregistered Securities

During the year ended January 31, 2013, 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. 

25

 

Cash Dividends: 

Since inception, the Company has not declared nor paid any cash dividends. It retains all earnings from operations for use in expanding and developing it business. Payment of dividends in the future will be at the discretion of the Company's Board of Directors.

Changes in Securities

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.

During the year ended January 31, 2013, 2,000,000 shares were issued for services.

Shareholders

As of May 10, 2013 there were 665 beneficial holders of common shares.

Securities Authorized for Issuance Under Compensation Plans

Our Board of Directors has adopted the 2012 Stock Option Plan (the “Plan”) under which 15,000,000 shares of common stock are authorized for issuance.  On November 12, 2012, the stockholders approved the adoption of the Plan at the Company’s annual meeting of shareholders.  As of January 31, 2013 no awards had been made under the Plan.

The following is provided with respect to compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance as of January 31, 2013:

Equity Compensation Plan Information
			Number of Securities
			Remaining Available
	Number of Securities		for Future Issuance
	to be Issued Upon	Weighted-Average	Under Equity
	Exercise of	Exercise Price of	Compensation Plans
	Outstanding Options,	Outstanding Options,	(Excluding Securities
Plan Category	Warrants, and Rights	Warrants, and Rights(3)	Reflected in Column (a))
and Description	(a)	(b)	(c)
Equity Compensation Plans
Approved by Security Holders	-	-	15,000,000
Equity Compensation Plans Not	10,250,000	$0.17	-
Approved by Security Holders
Total	10,250,000	$0.17	15,000,000

Item 6.Selected Financial Data.

Not applicable to smaller reporting company.

26

 

ITEM 7.   Management's Discussion and Analysis of Financial Condition and Results of

                  Operations.

Cautionary Statement about Forward-Looking Statements

This Form 10-K 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.

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, "Cyclone Uranium", “Cyclone" or the "Company"), was formed under the laws of the State of Nevada in 1986. Cyclone Uranium's primary business is mining and mineral exploration, and to that end to own, acquire, improve, sell, lease, convey lands or  mineral  claims or any  right,  title or  interest  therein;  and to search, explore,  prospect or drill for and exploit ores and minerals therein or thereupon.

Mineral Properties

Through several acquisitions, the Company evolved and has focused on building a portfolio of uranium mining claims in Wyoming, South Dakota and Arizona.  The most recent of which was the March 14, 2012 acquisition of New Fork.  New Fork's assets are comprised of 521 federal mining claims covering about 10,000 acres of BLM land.  These claims cover a large portion of the sinuous, uranium bearing roll-front that exists in this part of south-central Wyoming.  The Company’s existing Cyclone Rim claims cover a 28-mile extent of the western portion of this same roll-front trend.  This area of Sweetwater County is a historical uranium-mining district that is seeing a resurgence of development activity.  The Company now holds significant acreage on key uranium ground in the Red Desert.

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

27

 

Corporate Strategy

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

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

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

Results of Operations

The following discussion involves the results of operations for the years ended January 31, 2013 and January 31, 2012.

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

Exploration expenses for the year ended January 31, 2013 were $216,563 compared to $128,739 for the year ended January 31, 2012.  This increase is attributed to the additional mining claims acquired in the New Fork transaction.

General and administrative expenses for the year ended January 31, 2013 amounted to $542,979 compared to $344,551 for the year ended January 31, 2012.  General and administrative expenses increased approximately 58% primarily due to increased professional services incurred during the year. The majority of this increase was attributable to increased audit fees, legal fees and fees related to investor relations services.  General and administrative costs are closely monitored and the Company continues to use contract personnel whenever needed; however management anticipates that these costs will likely grow as the Company increases activities on its properties going forward.

During the year ended January 31, 2013 the Company recognized $311,777 of impairment charges relating to our mineral interests compared to $-0- of impairment charges for the year ended January 31, 2012.  The impairment charges resulted from the Company’s evaluation of certain mineral interests associated with the New Fork acquisition.

28

 

Total other expenses for the year ended January 31, 2013 were $213,928 compared to $26,237 for the year ended January 31, 2012.  Most of this increase was attributable to the interest expense associated with warrants. Interest expense-related party was 38,528 and 27,280 for the years ended January 31, 2013 and 2012 respectively. Interest expense for January 31, 2013 was 175,404 and $-0- for January 31, 2012.

For the year ended January 31, 2013, the Company reported a net loss of $1,285,247 compared to a net loss of $499,527 for the year ended January 31, 2012.

Liquidity and Financial Condition

The Company had unrestricted cash on hand at January 31, 2013, of $21,323 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 $1,178,455 on January 31, 2013 compared to $845,654 on January 31, 2012 of which $691,156 and $611,667, 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 $195,736 resulting in a working capital deficit of $982,719 at January 31, 2013.

Cash used in operating activities for the year ended January 31, 2013 was $481,556 compared to $253,449 for the year ended January 31, 2012.  This increase was attributable to the increased exploration expense and general and administrative expense from the New Fork acquisition.  Management anticipates that the cash used in operating activities will increase further as the Company begins drilling activities on its properties.

Cash provided from investing activities for the year ended January 31, 2013 was $297,564 compared to $15,000 for the year ended January 31, 2012.  This increase was due to an infusion of cash from the New Fork acquisition.

Cash provided by financing activities for the year ended January 31, 2013 was $205,000 compared to $180,000 for the year ended January 31, 2012.  The increase was primarily due to $50,000 proceeds from the sale of common stock and $335,000 bridge loans, offset by $180,000 repayment of a portion of a shareholder note payable.  Management anticipates that the need for cash provided by financing activities will increase in order to fund increased operating activities.

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

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

29

 

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

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

Other

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

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

Contractual Obligations

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

Off Balance Sheet Arrangements

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

30

 

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, Cyclone Uranium 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 Cyclone Uranium in exchange for the issuance to the shareholders of an aggregate of 50,000,000 shares of common stock, $.001 par value, of Cyclone Uranium.

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

Critical Accounting Policies

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

31

 

ITEM 8.   Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Cyclone Uranium Corp.

We have audited the accompanying consolidated balance sheets of Cyclone Uranium Corp. (an exploration stage company), as of January 31, 2012 and 2013, and the related consolidated statements of operations, changes in shareholders’ (deficit) and cash flows for the years then ended and the exploration stage period February 1, 2001 (inception) to January 31, 2013.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audits also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinions.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cyclone Uranium Corp., as of January 31, 2012 and 2013, and the results of its operations and its cash flows for the years then ended and the period February 1, 2001 (inception) to January 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has no revenue producing operations and has working capital and stockholders deficits as of January 31, 2013.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Denver, Colorado

May 15, 2013

32

 

Cyclone Uranium Corporation

(An Exploration Stage Company)

Consolidated Balance Sheets

January 31, 2013 and 2012

	2013		2012
ASSETS
CURRENT ASSETS
Cash	$	21,323	$	315
Restricted deposits		35,000		35,000
Prepaid and other current assets		139,413		74,894
Total Current Assets		195,736		110,209
OTHER ASSETS
Mineral interests		1,400,000		-
Total Other Assets		1,400,000		-
TOTAL ASSETS	$	1,595,736	$	110,209
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	98,996	$	6,614
Accounts payable and accrued expenses - related party		88,303		227,373
Notes payable shareholders		195,000		340,000
Note payable		300,000		-
Accounts payable and accrued expenses - shareholders		496,156		271,667
Total Current Liabilities		1,178,455		845,654
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 600,000,000 shares authorized 141,062,125 and 87,062,125 shares issued and outstanding, respectively		141,061		87,061
Additional paid-in capital		20,988,642		18,604,669
Accumulated (deficit) prior to exploration stage		(15,353,115)		(15,353,115)
Accumulated (deficit) during exploration stage		(5,359,307)		(4,074,060)
Total Stockholders' Equity (Deficit)		417,281		(735,445)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,595,736	$	110,209

See the accompanying notes to the consolidated financial statements

33

 

Cyclone Uranium Corporation

(An Exploration Stage Company)

Consolidated Statements of Operations

Years Ended January 31, 2013 and 2012 and

February 1, 2001 (Inception of Exploration Stage) to January 31, 2013

					February 1, 2001
					(Inception of
					ExplorationStage)
					to January 31,
	2013		2012		2013
REVENUE	$	-	$	-	$	44,240
COSTS AND EXPENSES
Cost of revenue		-		-		50,000
Exploration expense		216,563		128,739		1,662,586
Impairment of mineral interests		311,777		-		621,277
Write down of inventory to market value		-		-		125,000
General and administrative		542,979		344,551		4,559,712
TOTAL OPERATING EXPENSES		1,071,319		473,290		7,018,575
(LOSS) FROM OPERATIONS		(1,071,319)		(473,290)		(6,974,335)
OTHER INCOME (EXPENSES)
Interest expense - related party		(38,528)		(27,280)		(162,032)
Interest expense		(175,404)		-		(175,404)
Relief of payables and other indebtedness		-		-		66,935
Other income		-		504		2,404,688
Interest income		4		539		37,709
TOTAL OTHER INCOME (EXPENSES)		(213,928)		(26,237)		2,171,896
(LOSS) BEFORE TAXES		(1,285,247)		(499,527)		(4,802,439)
INCOME TAXES		-		-		556,868
NET (LOSS)	$	(1,285,247)	$	(499,527)	$	(5,359,307)
NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(0.01)	$	(0.01)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED		134,284,043		82,162,652

See the accompanying notes to the consolidated financial statements

34

 

Cyclone Uranium Corporation

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

Years Ended January 31, 2013 and 2012 and

February 1, 2001 (Inception of Exploration Stage) to January 31, 2013

					Period from
					February 1, 2001
					(Inception of
	Years Ended				Exploration Stage
	January 31,		January 31,		to January 31,
	2013		2012		2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(1,285,247)	$	(499,527)	$	(5,359,307)
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		311,777		-		621,277
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		257,673		76,741		333,173
Stock based compensation		-		-		699,937
Stock option expense		-		-		76,741
Changes in assets and liabilities:
Inventory		-		-		50,000
Prepaid and other current assets		(4,831)		-		(76,523)
Accounts payable and accrued expenses		139,072		74,057		649,212
Asset retirement obligation		-		-		(52,000)
Accounts payable and accrued expenses - shareholders		-		-		530,856
Net cash (used in) operating activities		(481,556)		(253,449)		(4,193,943)
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		-		15,000		895,000
Net cash provided by investing activities		297,564		15,000		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 and subscriptions		50,000		-		856,486
Proceeds from the exercise of stock options		-		-		35,000
Proceeds from notes payable - shareholder		-		180,000		350,500
Proceeds from notes payable		335,000		-		335,000
Repayment of note payable - shareholder		(180,000)		-		(1,181,568)
Capital contribution by shareholder		-		-		689,068
Net cash provided by financing activities		205,000		180,000		754,486
INCREASE (DECREASE) IN CASH		21,008		(58,449)		936
Cash, beginning of period		315		58,764		20,387
Cash, end of period	$	21,323	$	315	$	21,323
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	$	2,030,300	$	-	$	2,030,300

See the accompanying notes to the consolidated financial statements

35

 

Cyclone Uranium Corporation

(An Exploration Stage Company)

Consolidated Statement of Stockholders' (Deficit)

February 1, 2001 (Inception of Exploration Stage) to January 31, 2013

									Accumulated		Accumulated
									(deficit)		(deficit)
	Common Stock				Additional		Capital		Prior to		During
			Par		Paid-in		Stock		Exploration		Exploration
	Shares		Value		Capital		Subscribed		Stage		Stage		Total
Balance January 31, 2001	44,398,384	$	44,398	$	14,476,921	$	41,250		(15,353,115)	$	-	$	(790,546)
Contribution to capital	-		-		263,263		-		-		-		263,263
Issuance of subscribed shares	825,000		825		40,425		(41,250)		-		-		-
Issuance of stock for services at $.03 per share	1,000,000		1,000		24,000		-		-		-		25,000
Net (loss)	-		-		-		-		-		(634,552)		(634,552)
Balance January 31, 2002 (Restated)	46,223,384		46,223		14,804,609		-		(15,353,115)		(634,552)		(1,136,835)
Contribution to capital	-		-		271,305		-		-		-		271,305
Issuance of stock options for services	-		-		75,500		-		-		-		75,500
Issuance of stock for services at $0.10 per share	250,000		250		24,750		-		-		-		25,000
Stock subscriptions for cash at $0.03 per share	-		-		-		30,000		-		-		30,000
Stock subscriptions for services at $0.04 per share	-		-		-		12,750		-		-		12,750
Net (loss)	-		-		-		-		-		(586,422)		(586,422)
Balance January 31, 2003 (Restated)	46,473,384		46,473		15,176,164		42,750		(15,353,115)		(1,220,974)		(1,308,702)
Contribution to capital	-		-		129,500		-		-		-		129,500
Issuance of subscribed shares	1,000,000		1,000		29,000		(30,000)						-
Discount on stock issued to affiliates	-		-		57,000		-		-		-		57,000
Stock subscriptions for cash at $0.02 to $0.14 per share	-		-		-		166,282		-		-		166,282
Issuance of stock for cash at $0.04 per share	3,169,000		3,169		114,035		-		-		-		117,204
Net (loss)	-		-		-		-		-		(561,865)		(561,865)
Balance January 31, 2004 (Restated)	50,642,384		50,642		15,505,699		179,032		(15,353,115)		(1,782,839)		(1,400,581)
Reclassification of subscription	-		-		(12,560)		12,560		-		-		-
Issuance of subscribed shares	1,906,727		1,407		156,435		(157,842)		-		-		-
Issuance of stock for options	500,000		500		4,500		(5,000)		-		-		-
Contribution to capital	-		-		25,000		-		-		-		25,000
Issuance of stock and subscription for services at $0.08 per share	20,000		20		1,580		70,000		-		-		71,600
Issuance of stock for cash at $0.07 per share	400,000		900		27,411		-		-		-		28,311
Stock subscriptions for cash at $0.05 to $0.10 per share	-		-		-		154,971		-		-		154,971
Net (loss)	-		-		-		-		-		(474,858)		(474,858)
Balance January 31, 2005 (Restated)	53,469,111		53,469		15,708,065		253,721		(15,353,115)		(2,257,697)		(1,595,557)
Reclassification of capital to shareholder loan	-		-		(864,068)		-		-		-		(864,068)
Contribution to capital	-		-		50,500		-		-		-		50,500
Issuance of subscribed shares	3,392,308		3,392		237,579		(240,971)		-		-		-
Issuance of stock for services at $0.05 per share	505,400		505		24,765		-		-		-		25,270
Issuance of stock for cash at $0.04 per share	5,800,000		5,800		244,200		-		-		-		250,000
Issuance of stock in settlement of debt at $0.05 per share	6,000,000		6,000		294,000		-		-		-		300,000
Net (loss)	-		-		-		-		-		(225,025)		(225,025)
Balance January 31, 2006 (Restated)	69,166,819		69,166		15,695,041		12,750		(15,353,115)		(2,482,722)		(2,058,880)
Contribution to capital	-		-		75,000		-		-		-		75,000
Issuance of stock in settlement of shareholder payable at $0.10 per share	400,000		400		39,600		-		-		-		40,000
Issuance of stock for services at $0.07 per share	550,000		550		37,950		-		-		-		38,500
Issuance of stock options for services	-		-		106,000		-		-		-		106,000
Exercise of stock warrants at $0.04 per share	400,000		400		15,600		-		-		-		16,000
Net income	-		-		-		-		-		233,471		233,471
Balance January 31, 2007 (Restated)	70,516,819		70,516		15,969,191		12,750		(15,353,115)		(2,249,251)		(1,549,909)
Issuance of stock in settlement of shareholder payable at $0.05 per share	250,000		250		12,250		-		-		-		12,500
Issuance of stock in settlement of notes payable at $0.05 per share	750,000		750		36,750		-		-		-		37,500
Issuance of stock for services at $0.07 per share	350,000		350		24,150		-		-		-		24,500
Issuance of stock options for services	-		-		448,000		-		-		-		448,000
Exercise of stock warrants at $0.10 per share	1,000,000		1,000		99,000		-		-		-		100,000
Net income	-		-		-		-		-		369,837		369,837
Balance January 31, 2008 (Restated)	72,866,819		72,866		16,589,341		12,750		(15,353,115)		(1,879,414)		(557,572)
Contribution to capital	-		-		50,000		-		-		-		50,000
Net (loss)	-		-		-		-		-		(315,579)		(315,579)
Balance January 31, 2009	72,866,819		72,866		16,639,341		12,750		(15,353,115)		(2,194,993)		(823,151)
Issuance of stock for services	445,000		445		17,025		-		-		-		17,470
Contribution to capital	-		-		225,327		-		-		-		225,327
Stock compensation expense	-		-		138,799		-		-		-		138,799
Net (loss)	-		-		-		-		-		(863,519)		(863,519)
Balance January 31, 2010	73,311,819		73,311		17,020,492		12,750		(15,353,115)		(3,058,512)		(1,305,074)
Issuance of stock for cash at $0.06 per share	3,766,667		3,767		222,233		-		-		-		226,000
Issuance of stock in settlement of debt	2,859,820		2,859		168,730		-		-		-		171,589
Issuance of stock for cash at $0.06 per share	-		-		-		-		-		-		-
Stock compensation expense - 600,000 7/29/10 - Solano	-		-		7,138		-		-		-		7,138
Contribution to capital	-		-		48,000		-		-		-		48,000
Net (loss)	-		-		-		-		-		(528,771)		(528,771)
Balance January 31, 2011	79,938,306		79,937		17,466,593		12,750		(15,353,115)		(3,587,283)		(1,381,118)
Issuance of stock in settlement of debt	3,159,819		3,160		359,319		-		-		-		362,479
Issuance of stock for services	800,000		800		31,200		-		-		-		32,000
Exercise of stock warrants at $0.12 per share	2,864,000		2,864		41,116		-		-		-		43,980
Exercise of stock options at $0.10 per share	300,000		300		29,700		-		-		-		30,000
Stock compensation expense	-		-		76,741		-		-		-		76,741
Contribution to capital	-		-		600,000		-		-		-		600,000
Preacquisition costs	-		-				-		-		-		-
Write off of stock subscription - no longer applicable	-		-		-		(12,750)		-		12,750		-
Net (loss)	-		-		-		-		-		(499,527)		(499,527)
Balance January 31, 2012	87,062,125		87,061		18,604,669		-		(15,353,115)		(4,074,060)		(735,445)
Issuance of stock in New Fork acquisition	50,000,000		50,000		1,980,300		-		-		-		2,030,300
Issuance of stock for cash at $0.05 per share for services	2,000,000		2,000		98,000		-		-		-		100,000
Stock compensation expense	-		-		99,924		-		-		-		99,924
Issuance of stock for cash at $0.025 per share	2,000,000		2,000		48,000		-		-		-		50,000
Issuance of stock warrants for debt	-		-		157,749		-		-		-		157,749
Net (loss)											(1,285,247)		(1,285,247)
Balance January 31, 2013	141,062,125	$	141,061	$	20,988,642	$	-	$	(15,353,115)	$	(5,359,307)	$	417,281

See the accompanying notes to the consolidated financial statements

36

 

CYCLONE URANIUM CORPORATION

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2013 AND 2012

Note 1.  Accounting Policies

Business Activities

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

Principles of Consolidation

The consolidated financial statements include the accounts of Cyclone and its 100% owned subsidiaries, Tournigan USA Inc., that was acquired on February 27, 2009 and New Fork Uranium Corp that was acquired on March 14, 2012. Ownership interests in corporations where the Company maintains significant influence over but not control of the entity are accounted for under the equity method. Joint ventures involving non-producing properties are accounted for at cost. All intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

For purposes of balance sheet classification and the statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Mineral Interests

The Company capitalizes certain costs related to the acquisition of mineral rights.

Exploration and development costs are expensed as incurred unless proven and probable reserves exist and the property is a commercially mineable property.  Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are also capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded.

37

 

The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

Property, Plant & Equipment

Property, plant and equipment are stated at cost. Depreciation on mining assets is provided by the units of production method by reference to the ratio of units produced to total estimated production (proven and probable reserves).

Depreciation on non-mining assets is provided by the straight-line method over the estimated service lives of the respective assets.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees for services based on the fair value of the equity instruments issued and accounts for equity instruments issued to other than employees based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable.

The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the vesting period, if any, of the stock option.

Revenue Recognition

Sales revenue is recognized upon the production of metals having a fixed monetary value.  Metal inventories are recorded at estimated net realizable value, except in cases where there is no immediate marketability at a quoted market price, in which case they are recorded at the lower of cost or net realizable value.

Gains on the sale of mineral interests include the excess of the net proceeds from sales over the Company's net book value in that property.

Generative exploration program fees, received as part of an agreement whereby a third party agrees to fund a generative exploration program in connection with mineral deposits in areas not previously recognized as containing mineralization in exchange for the right to enter into a joint venture in the future to further explore or develop specifically identified prospects, are recognized as revenue in the period earned.

Foreign Operations

The Company operates in the United States of America.  As with all types of international business operations, currency fluctuations, exchange controls, restrictions on foreign investment, changes to tax regimes, and political action could impact the Company's financial condition or results of operations.

38

 

Foreign Currency Translation

The functional currency for the Company’s operations is the US dollar. The assets and liabilities of any foreign subsidiaries are translated at the rate of exchange in effect at the balance sheet date. Income and expenses are translated using the weighted average rates of exchange prevailing during the period which the foreign subsidiary was owned. The related translation adjustments are reflected in the accumulated translation adjustment section of stockholders' (deficit).

Environmental and Reclamation Costs

The Company currently has no active reclamation projects at its past drilling sites, having completed all such work.  Expenditures relating to ongoing environmental and reclamation programs would either be expensed as incurred or capitalized and depreciated depending on the status of the related mineral property and their future economic benefits. The recording of provisions generally commences when a reasonably definitive estimate of cost and remaining project life can be determined.

Income Taxes

Deferred income tax assets and liabilities are recognized for the expected future income tax consequences of events that have been included in the consolidated financial statements or income tax returns. Deferred income tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities using tax rates in effect for the years in which the differences are expected to reverse.

In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carry forwards.

The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions.  The Company has identified its federal tax return and its state tax return in Colorado as “major” tax jurisdictions, as defined.  The Company is not currently under examination by the Internal Revenue Service or any other jurisdiction.  The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow.  Therefore, no reserves for uncertain income tax positions have been recorded. 

Concentration of Credit Risk

The Company maintains cash in accounts which may, at times, exceed federally insured limits.  To date, these concentrations of credit risk have not had a significant impact on the Company’s financial position or results of operations.

39

 

The Company will sell most of its metal production to a limited number of customers. However, due to the nature of the metals market, the Company is not dependent upon a significant customer to provide a market for its products.

Although the Company could be directly affected by weakness in the metals processing business, the Company monitors the financial condition of its customers and considers the risk of loss to be remote.

Inventory

Inventory is valued at the lower of cost or market on a first-in first-out basis. The Company had no inventory on hand at January 31, 2013 or 2012.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2013 and 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, restricted deposits, prepaid and other current assets, accounts payable and accrued expenses, and notes payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

Impairment of Long Lived Assets

Long-lived assets and certain identifiable intangibles held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired.  Management has not identified any material impairment losses as of the date of these financial statements. The Company recorded an impairment charge of $311,777 for the year ended January 31, 2013.

Net Income (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 common shares and dilutive common stock equivalents outstanding. During the periods when they are anti dilutive, common stock equivalents are not considered in the computation.

40

 

Recently Adopted Accounting Pronouncements

The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the SEC, and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company.  The Company adopted the following new accounting standards during the year ended January 31, 2013:

In May 2011, the FASB issued ASU Topic 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”)” Under Topic 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. Topic 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. The adoption of Topic 2011-04 did not have a material impact on its consolidated results of operation and financial condition.

Effective June 16, 2011, the FASB issued ASU Topic 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” which amended current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholder’ deficit. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income that contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. In December 2011, the FASB deferred the requirement to present components of reclassifications of other comprehensive income on the face of the income statement that had previously been included in the June 2011 amended standard. These amended standards are applied for interim and annual periods beginning after December 15, 2011. The adoption of Topic 2011-04 did not have a material impact on its consolidated results of operation and financial condition.

In December 2011, the FASB issued Topic 2011-11, “Disclosures about Offsetting Assets and Liabilities.” The objective of Topic 2011-11 is to enhance disclosures by requiring improved information about financial instruments and derivative instruments in relation to netting arrangements. Topic 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. The Company is currently evaluating the impact of this guidance; however, since this update affects disclosures only, it is not expected to have a material impact on the Company's consolidated financial statements.

In July 2012, the FASB issued new accounting guidance intended to simplify the testing of indefinite-lived intangible assets for impairment. Entities will be allowed the option to first perform a qualitative assessment on impairment for indefinite-lived intangible assets to determine whether a quantitative assessment is necessary. This guidance is effective for impairment tests performed in the interim and annual periods for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

On February 5, 2013, the FASB issued ASU Topic 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which adds additional disclosure requirements relating to the reclassification of items out of accumulated other comprehensive income.  This Topic is effective for the first quarter of 2013 and affects disclosures only, it is not expected to have a material impact on the Company’s consolidated results of operation and financial condition.

There were various other updates recently issued.  None of the updates are expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

Note 2. Financial Condition, Liquidity, and Going Concern

At January 31, 2013, the Company has an accumulated deficit of $20,679,811.  In addition, the Company has no revenue producing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

41

 

The ability of the Company to achieve its operating goals and thus positive cash flows from operations is dependent upon its ability to acquire a mineral property and ultimately achieve production status, the future market price of metals, future capital raising efforts, and the ability to achieve future operating efficiencies anticipated with increased production levels. Management's plans will require additional financing, and exploration activity with respect to mineral properties. While the Company has been successful in capital raising endeavors in the past, there can be no assurance that its future efforts and anticipated operations will be successful.

The 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 3. 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 January 31, 2013, 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 Cyclone 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.

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On December 22, 2010, Cyclone 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

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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 4 - 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	$ 2,030,300
	Total	$ 2,030,300
	Mineral rights	$1,711,777

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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 $311,777 for the year ended January 31, 2013. The Company re-evaluated the carry value of the mineral rights at January 31, 2013 with no additional impairment.

Note 5.  Notes Payable

Shareholders

In 2005, a shareholder advanced $30,000 to the Company for working capital purposes and to assist in identification of new mining properties.  This loan is due on demand and bore interest at 5% per annum through January 31, 2009, at which time the interest rate was increased to 10% per annum.  During the years ended January 31, 2010 and 2009, the shareholder advanced an additional $50,000 and $80,000, respectively, under substantially identical terms. On August 31, 2011 the shareholder advanced a further $150,000 and added an additional $30,000 on Oct 27, 2011, for a loan total of $340,000 at January 31, 2012. The additional loans were drafted under identical terms of previous loans advanced to the Company in the current year. Payments of $180,000 were made on these loans during the year ended January 31, 2013. As of January 31, 2013 principal and interest due are $160,000 and $82,067.

On January 7, 2013, the Company entered into an agreement with a shareholder in the form of a promissory note payable, in the amount of $35,000. The terms of the note include an interest rate of 15% that is accrued and paid at the time of maturity. The note and accrued interest are due and payable July 7, 2013. As of January 31, 2013, the Company recorded $360 in accrued interest. In connection with a note payable, the Company issued a Warrant to purchase 1,000,000 shares of common stock, exercisable on or before January 7, 2016 at $0.02 per share.  The fair value at the date of grant was $25,417 using a Black Scholes option pricing model using inputs described in Note 8, and the full expense was recorded as of the date of issuance.

Non-affiliated

On August 31, 2012 the Company entered into a $300,000 bridge loan financing arrangement with an unaffiliated accredited investor, the proceeds of which were used to pay maintenance fees to the Bureau of Land Management and general operating expenses of the Company.  The note payable bears interest at a rate of 15% per annum and was due and payable on or before October 30, 2012.  As of January 31, 2013, the Company was unable to repay the note, thus, the Company is in default on the note.  The default interest rate is 45%. As of January 31, 2013 the balance due, including interest, is $343,073. In addition, the note is secured by all of the property of the Company. We are currently engaged in discussions with the lender with regard to negotiating an extension on the note.

In connection with the financing agreement, the Company issued a Warrant to purchase 6,814,000 shares of common stock, exercisable on or before August 31, 2017 at $0.02 per share.  The fair value at the date of grant was $132,332  using a Black Scholes option pricing model using inputs described in Note 8, and the full expense was recorded as of the date of issuance.

45

 

Note 6.  Asset Retirement Obligation 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 general corporate purposes.

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 general corporate purposes.

The balance of restricted deposits at January 31, 2013 was $35,000, which will be released upon future inspection by the Arizona BLM.

Note 7.  Stockholders' (Deficit)

During the year ended January 31, 2002, a shareholder contributed $263,263 to the capital of the Company to be used primarily for the identification and assessment of mining properties.  The Company issued 825,000 shares of common stock which had been subscribed for in a prior year.  The Company issued 1,000,000 shares of common stock in exchange for consulting services, which were valued at their fair market value of $25,000.

During the year ended January 31, 2003, a shareholder contributed $271,305 to the capital of the Company to be used primarily for the identification and assessment of mining properties.  The Company issued 250,000 shares of common stock in exchange for consulting services, which were valued at their fair market value of $25,000.  During the year ended January 31, 2003, the Company received cash aggregating $30,000 related to a stock subscription for 1,000,000 common shares from a director. In addition, the Company agreed to issue 325,000 shares of common stock for services. These shares were valued at their fair market value of $12,750 and charged to operations during the year ended January 31, 2003.

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During the year ended January 31, 2004, a shareholder contributed $129,500 to the capital of the Company to be used primarily for the identification and assessment of mining properties.  The Company issued an aggregate of 3,169,000 shares of common stock for cash of $117,204.  In addition, the Company accepted stock subscriptions for 1,300,000 shares of common stock for cash of $35,000 and 937,727 shares of common stock for the forgiveness of salary due to an officer of $131,282. One of the cash subscriptions for 1,050,000 shares is with an affiliate and the discount on the shares from fair market value of $31,500 has been charged to operations during the year ended January 31, 2004.

During the year ended January 31, 2005, a shareholder contributed $25,000 to the capital of the Company to be used primarily for the identification and assessment of mining properties.  The Company issued 1,906,727 shares of common stock for stock subscriptions of $157,842. The Company issued 400,000 shares of common stock for cash aggregating $28,311. In addition, certain affiliates exercised options to purchase 500,000 shares of common stock for $5,000. The Company also issued 20,000 shares of common stock for services and recorded a subscription for 875,000 shares of common stock valued at fair market value of $70,000 for services. In addition the Company received $154,971 for stock subscriptions.

During the year ended January 31, 2006, the Company issued 3,392,308 shares of common stock for stock subscriptions of $239,971. The Company issued 5,800,000 shares of common stock for cash aggregating $250,000. In addition, loans outstanding in the amount of $250,000 were converted to 6,000,000 shares of common stock.  The Company issued 505,400 shares of common stock for services valued at fair market value of $25,270.  In addition, $864,068 of capital contributions made by a Company controlled by a shareholder in prior years were reclassified as notes payable and fully repaid during the year ended January 31, 2008.

During the year ended January 31, 2007, the Company issued 400,000 shares of common stock at $0.10 per share in settlement of amounts due to a shareholder.The Company issued 550,000 shares of common stock for services valued at fair market value of $38,500, and issued options valued at $106,000.  In addition, a shareholder exercised warrants to purchase 400,000 shares of common stock at $0.04 per share, reducing amounts owed by the Company in the amount of $16,000.

During the year ended January 31, 2008, the Company issued 1,000,000 warrants which were exercised in settlement of amounts due to a shareholder.  Two directors exercised stock options for a total of 1,000,000 shares of common stock at $0.05 per share in exchange for debt of $50,000. In addition the Company issued 350,000 shares of common stock for services valued at fair market value of $24,500.

During the year ended January 31, 2009, a shareholder forgave accounts payable and accrued expenses in the amount of $50,000.  This amount was recorded as a contribution to capital.

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During the year ended January 31, 2010, a related party forgave notes payable in the amount of $225,327.  This amount was recorded as a contribution to capital.

During the year ended January 31, 2011, the Company issued 2,859,820 shares of common stock at $0.06 per share in settlement of amounts due to two shareholders.  The Company completed a private placement in the amount of $226,000 by issuance of 3,766,667 shares of common stock at $0.06 per share. Each share included a warrant exercisable at $0.12 over two years.  The Company granted options valued at $7,138 for investor relations services.  In addition, a related party contributed $48,000 to capital. 

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

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

NOTE 8 - Common Stock Options and Warrants    

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

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

On March 29, 2012, the Company issued stock options of 2,500,000 to the officers and directors. The options were priced at $0.06 per share and expire five years from the date of issuance. The fair value of the option grant was estimated on the date of grant utilizing the Black-Scholes option pricing model. The fair value of these options was determined to be $99,924 based on the following assumptions: expected life of options of 5 years, expected volatility of 305.3%, risk-free interest rate of 1.01% and no dividend yield.

Options	Number of Shares	Weighted Average Exercise Price
Outstanding at January 31, 2011	15,000,000	$0.25
Issued	2,000,000	$0.05
Exercised	(300,000)	$0.10
Expired/Cancelled	(3,250,000)	$0.09
Outstanding at January 31, 2012	13,450,000	$0.25
Issued	2,500,000	$0.06
Exercised	-	-
Expired/Cancelled	(5,700,000)	$0.31
Outstanding at January 31, 2013	10,250,000	$0.17
Exercisable at January 31, 2013	10,250,000	$0.17

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

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	3.30 yrs	$0.05	2,000,000	$0.05
$0.06	5,650,000	2.93yrs	$0.06	3,150,000	$0.06
$0.08	500,000	1.97 yrs	$0.08	500,000	$0.08
$0.30	100,000	1.97 yrs	$0.30	100,000	$0.30
$0.60	2,000,000	2.84 yrs	$0.60	2,000,000	$0.60

During the year ended January 31, 2013, 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 year ended January 31, 2013, 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 fully expensed on the date of issuance.

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On January 7, 2013, in connection with a note payable, the Company entered into a Warrant for Purchase of Common Stock agreement with a related party investor. As stated in the agreement, the Company granted 1,000,000 shares of common stock, exercisable on or before January 7, 2016 at $0.02 per share. The fair value of these warrants at the date of grant was $25,417 using a Black Scholes option pricing model and the following assumptions: expected life of warrants is three years, expected volatility rate of 210.18%, risk free rate of 0.41%, and an exercise price of $0.02. The $25,417 was fully expensed on the date of issuance.

Warrants	Number of Shares	Weighted Average Exercise Price
Outstanding at January 31, 2011	6,626,486	$0.12
Issued	-	-
Exercised	-	-
Expired/Cancelled	(2,859,920)	$0.12
Outstanding at January 31, 2012	3,766,666	$0.12
Issued	8,814,000	$0.02
Exercised	-	-
Expired/Cancelled	(3,766,666)	$0.12
Outstanding at January 31, 2013	8,814,000	$0.02
Exercisable at January 31, 2013	8,814,000	$0.12

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

Exercise Price	Number of Shares	Remaining Contractual Life	Exercise Price Times Number of Shares	Weighted Average Exercise Price	Aggregate Intrinsic Value
$0.05	1,000,000	2.38 yrs	$50,000	$0.05	$0.00
$0.02	6,814,000	4.58 yrs	$136,280	$0.02	$0.00
$0.02	1,000,000	2.93 yrs	$20,000	$0.02	$0.00

Note 9.  Income Taxes

The components of net (loss) before taxes for the Company's domestic and prior foreign operations were as follows:

January 31,	2013	2012
Domestic	$(1,260,715)	$(499,527)
Net (loss) before taxes	$(1,260,715)	$(499,527)

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The difference between the federal statutory tax rate and the effective tax rate on net income before taxes is as follows:

January 31,	2013	2012
Federal statutory rate	(34.0)%	(34.0)%
Deferred tax asset    valuation allowance	34.0	34.0
	0.0%	0.0%

The Company has federal tax loss carry forwards of approximately $5.725 million at January 31, 2013, which expire through 2032. The principal difference between the net loss reported for income tax purposes and the net loss reported for financial reporting purposes relates to stock based compensation expense.

The Company has a deferred tax asset of approximately $1.9 million resulting from the net operating loss carry forwards.  At this time, the Company is unable to determine if it will be able to benefit from its deferred tax asset.  Accordingly, a valuation allowance has been established for the entire deferred tax asset.  The change in the valuation allowance was approximately $385,000 for the year ended January 31, 2013.

In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s net operating loss carry forward may be subject to an annual limitation in the event of change in control.

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

As of January 31, 2013 James G. Baughman, our CEO and Director, was owed $21,500 in fees and $1,154 in accrued benefits for his duties as CEO and $14,290 in expense reimbursements.  As of January 31 2013, the entire amount of $36,944 was owed to Mr. Baughman.

Note 11. Subsequent Events

The Company is currently trying to raise equity capital through a private placement transaction and on April 26, 2013 and April 30, 2013 it accepted subscription agreements from two investors for $10,000 and $25,000 by the issuance of 500,000 shares and 1,250,000 shares respectively at $0.02 per share.  Each share included one-half warrant exercisable at $0.25 per share.

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

Disclosure. 

The Company retains StarkSchenkein, LLP as its principal independent auditor. There has been no disagreement between the parties during the fiscal year

Item 9A.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 January 31, 2013, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and acting Chief Financial Officer (our principal executive officer and principal financial officer).  Based upon and as of the date of that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures are not effective to timely alert management to material information required to be included in our periodic reports filed with the Securities and Exchange Commission  and to ensure that information required to be disclosed in such reports is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosures.  However, management believes that the financial statements included in this report present fairly, in all material respects, the Company’s consolidated financial position, results of operations and cash flows for the periods presented.  Due to our limited financial resources and limited personnel we are not able to, and do not intend to, immediately take any action to remediate the material weaknesses identified.

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

Changes in Internal Control Over Financial Reporting

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 year ended January 31, 2013, 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 plan to implement additional controls and procedures sufficient to accurately report our financial performance in the foreseeable future.

Item 9B.Other Information.

None.

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PART III

Item 10.Directors, Executive Officers and Corporate Governance.

Upon closing of the New Fork acquisition Messrs. Bojtos and Helgeson resigned as officers and directors of the Company and Messrs. Baughman and Schifrin were appointed to the Board. Mr. Baughman was also appointed Chairman of the Board, President and Chief Executive Officer. The following table sets forth information regarding the directors and executive officers of the Company.

Name	Age	Position
James G. Baughman	56	Director
		Chairman, President & CEO
James M. Seed	72	Director
Gregory Schifrin	54	Director
William Rapaglia	66	Director

All of the directors have been elected for a term of one year or until a successor is elected. Directors are subject to election annually by the shareholders. Directors are elected by a simple majority of votes cast at a meeting called for such purpose.

The duties of the CFO are fulfilled by other Company executives and contract accountants. The Audit Committee is composed of Messrs. Rapaglia, Schifrin and Seed who are all independent directors. Each of these directors is financially literate but none of them is a financial expert.

There are no family relationships by blood, marriage or adoption among any of the officers or significant employees of the Company.

JAMES G. BAUGHMAN

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 in 2010 founded, and was President of, New Fork Uranium Corp. Mr. Baughman has provided technical services and project management for a number of major and junior mining companies.

From 2004 to 2006, Mr. Baughman was the co-founder, President and Chief Executive Officer of High Plains Uranium Corp, where he managed a successful initial public offering on the TSX (Senior Board). In 2006, Mr. Baughman was the Chief Executive Officer of Kenai Resources, where he managed the company's properties in Venezuela and Oregon. From October of 2006 to September 2010, Mr. Baughman led an acquisition of mineral rights on uranium properties for US Uranium Corp., a company he co-founded. From September 2010 until present Mr. Baughman serves as Chief Operating Officer (COO) and Director for WestMountain Gold Corp. and Terra Mining Corp.He is also a Director and CEO of Big Bear Mining Corp.

In 1983, Mr. Baughman received a Bachelor of Science degree in Geology from the University of Wyoming, Laramie. He is a registered professional geologist in the State of Wyoming.

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JAMES M. SEED

James Seed was born on April 4, 1941. He is a graduate of Brown University (1963) and received his MBA from Stanford University in 1965. He is Chairman, President and Owner of The Astra Ventures Inc. and The Astra Projects Inc., both privately owned land development companies. He has been with these companies since 1979.

From November 1979 to May 1989, he was the President and Owner of Buffington Box Company. From February 1971 to November 1979, Mr. Seed was with Fleet Financial Group, spending his last two years there as Treasurer of the Corporation. Mr. Seed was a Commissioner of Rhode Island Investment Commission and was a Trustee of The Galaxy Funds, an $8.4 billion family of 33 mutual funds. He was a Trustee of Brown University from 1984 to 1990.

Mr. Seed has been a Director of the Company since June 1, 1996. Mr. Seed stepped down as Chairman of the Board of Directors on August 4, 2005.

GREGORY SCHIFRIN

Mr. Schifrin has worked as a geologist and manager for 29 years in the mining and mineral exploration industry where he has been involved in precious, base metals, rare earth and uranium exploration and development. Mr. Schifrin has provided technical services and project management for major and junior mining companies.

From February 2011 to November 2011 Mr. Schifrin was President of Colorado Rare Earth, Inc., and post M & A U.S. Rare Earths, Inc. and from November 29, 2011 the Chief Operations Officer and Director of U.S. Rare Earths, Inc. a public exploration and development company exploring for rare earth elements in the United States. Since March 2010 Mr. Schifrin has been the CEO, President and Director of WestMountain Gold Corp. and Terra Mining Corporation.

From May to December 2010 Mr. Schifrin was a Director of Solauro Industries, Inc., a privately held exploration, development and reclamation mining company and since 2008 has beena Director of American Mining Corporation, and has been President since March 2011. From December 2007 to the present Mr. Schifrin has been the President and Director of Silver Verde May Mining Corporation. From November of 2006 to December 2007, Mr. Schifrin was the, President and CEO of Golden Eagle Mining Corporation.

In 1985, Mr. Schifrin was the co founder of, and is presently the President of, Minex Exploration, a mining industry exploration consulting and service company. In 1992, Mr. Schifrin co-founded Selkirk Environmental, Inc., an environmental consulting and service company where he managed environmental regulatory compliance, risk analysis, pollution cleanup and environmental assessment for public and private clients.

Mr. Schifrin received a Bachelor of Science degree in Geology from the University of Idaho, Moscow in 1983. He is a registered professional geologist in the State of Washington.

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WILLIAM J. RAPAGLIA

William J. Rapaglia has over twenty years of experience in real estate, acquisitions, constructions and development. Since 1995, Mr. Rapaglia has been involved with the management, direction, growth and development of both private and public companies.

Since 1997, he has been involved in the mining industry. Mr. Rapaglia has been a director of the Company since October 10, 2003.Since 2003, Mr. Rapaglia has also been CEO and Chairman of the Board of a privately held defense contracting company.

Involvement in Certain Legal Proceedings

During the past ten years, none of the persons serving as executive officers and/or directors of the Company has been the subject matter of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K including: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions; (c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud; or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity.  Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the 1934 Act requires the Company’s directors and officers and any persons who own more than ten percent of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the “SEC”).  All directors, officers and greater than ten-percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports files.  Based solely on our review of the copies of Forms 3, 4 and any amendments thereto furnished to us during the fiscal year completed January 31, 2013, and subsequently, we believe that during the Company’s fiscal year ended January 31, 2013 that all filing requirements applicable to our officers, directors and greater-than-ten-percent stockholders were complied with.

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Code of Ethics

The Company has not adopted a code of ethics because the board does not believe that, given the small size of the Company, its limited personnel, and the limited number of transactions the Company has engaged in, a code of ethics is warranted.

Item 11.Executive Compensation.

The Board of Directors acting in lieu of a compensation committee, is charged with reviewing and approving the terms and structure of the compensation of the Company’s executive officers.  To date, the Company has not retained an independent compensation to assist the Company review and analyze the structure and terms of the Company’s executive officers.  Moreover, throughout much of the Company’s fiscal year, the same persons serving on the Board also served as Company executive officers.

The Company considers various factors when evaluating and determining the compensation terms and structure of its executive officers, including the following:

1. The executive’s leadership and operational performance and potential to enhance long-term value to the Company’s shareholders;

2. The Company’s financial resources, results of operations, and financial projections;

3. Performance compared to the financial, operational and strategic goals established for the Company;

4. The nature, scope and level of the executive’s responsibilities;

5. Competitive market compensation paid by other companies for similar positions, experience and performance levels; and

6. The executive’s current salary, the appropriate balance between incentives for long-term and short-term performance.

Company management is responsible for reviewing the base salary, annual bonus and long-term compensation levels for other Company employees, and the Company expects this practice to continue going forward.  The entire Board of Directors remains responsible for significant changes to, or adoption, of new employee benefit plans.  The Company believes that as relatively new company its compensation structure is fair to its executive officers as it is intended to balance the Company’s need to minimize its overhead costs yet reward its executives for individual performance and company performance.

To date the Company has entered into an employment agreement with its President and Chief Financial Officer, James G. Baughman. 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.

Currently there are no contractual commitments in place that provide for severance payments to our executive officers or similar benefits upon a change of control transaction.

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The Company believes that the compensation environment for qualified professionals in the industry in which we operate is competitive.  In order to compete in this environment, the compensation of our executive officers is primarily comprised of the following components:

 o Base salary;

 o Stock option awards and/or equity based compensation;

 o Discretionary cash bonuses; and

 o Other employment benefits.

Base Salary. Base salary, paid in cash, is the first element of compensation to our officers. In determining base salaries for our key executive officers, the Company aims to set base salaries at a level we believe enables us to hire and retain individuals in a competitive environment and to reward individual performance and contribution to our overall business goals. The Board of Directors believes that base salary should be relatively stable over time, providing the executive a dependable, minimum level of compensation, which is approximately equivalent to compensation that may be paid by competitors for persons of similar abilities.   The Board of Directors believes that base salaries for our executive officers are appropriate for persons serving as executive officers of public companies similar in size and complexity similar to the Company.

During the Company’s fiscal years ended January 31, 2013 and 20121 it paid its executive officers the following base salaries:

o James G. Baughman was paid a base salary of $37,500 during the fiscal year ended January 31, 2013.

o Peter Bojtos was paid a base salary of $71,253 during the fiscal year ended January 31, 2012.

Stock Option Plan Benefits –  The Company believes that equity based compensation helps align management and executives’ interests with the interests of our shareholders. Our equity incentives are also intended to reward the attainment of long-term corporate objectives by our executives. We also believe that grants of equity-based compensation are necessary to enable us to be competitive from a total remuneration standpoint.   At the present time, we have one equity incentive plan for our management and employees, the 2012 Stock Option Plan.

We have no set formula for granting awards to our executives or employees. In determining whether to grant awards and the amount of any awards, we take into consideration discretionary factors such as the individual’s current and expected future performance, level of responsibilities, retention considerations, and the total compensation package.  The Company has granted certain of its executive officers stock options.

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Discretionary Annual Bonus. Discretionary cash bonuses are another prong of our compensation plan.  The Board of Directors believes that it is appropriate that executive officers and other employees have the potential to receive a portion of their annual cash compensation as a cash bonus to encourage performance to achieve key corporate objectives and to be competitive from a total remuneration standpoint.

We have no set bonus formula for determining or awarding discretionary cash bonuses to our other executives or employees. In determining whether to award bonuses and the amount of any bonuses, we have taken and expect to continue to take into consideration discretionary factors such as the individual’s current and expected future performance, level of responsibilities, retention considerations, and the total compensation package, as well as the Company’s overall performance including cash flow and other operational factors.

During fiscal year ended January 31, 2013, we did not pay any discretionary cash bonuses.  In general, the bonuses paid to these executive officers were determined by the Board.

Other Compensation / Benefits. Another element of the overall compensation is through providing our executive officers are various employment benefits, such as the payment of a monthly allowance for health care insurance and other benefits costs.

The following Summary Compensation Table sets forth the compensation of the named executive officers of the Company for each of the two fiscal years ended January 31, 2013 and 2012 that was paid by the Company.

SUMMARY COMPENSATION TABLE

				Stock	Option	All Other
		Salary	Bonus	Awards	Awards	Compensation	Total
Name and Principal Position	Year	($)	($)	($)	($)	($)	($)
James G. Baughman	2013	$37,500	-	-	$19,985	-	$57,485
President and Chief
Executive Officer (1)
Peter Bojtos	2013		-	-	$19,985	-	$19,985
President and Chief	2012	$71,253	-	-	$19,185	-	$90,438
Executive Officer (2)	2011	$95,004	-	-	-	-	$95,004

(1)James G. Baughman was named Chief Executive Officer on March 19, 2012 with the acquisition of New Fork Uranium.

(2)Peter Bojtos resigned as our Chief Executive Officer on March 19, 2012 upon the acquisition of New Fork Uranium.

The following table sets out information as to securities underlying outstanding exercisable options for each named executive officer of the Company as of January 31, 2013.

Name	Number of Shares Underlying Options (#) Exercisable	Option Exercise Price ($)	Option Expiration Date
James G. Baughman	500,000	$0.06	3/19/2017
Peter Bojtos	500,000	$0.06	1/21/2015
	500,000	$0.08	1/21/2015
	500,000	$0.05	5/20/2016
	500,000	$0.06	3/19/2017

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The following table sets forth information as to the compensation paid to the directors of the Company during the fiscal year ended January 31, 2013:

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation
Peter Bojtos	-	-	-	-
James G. Baughman	-	-	-	-
James M. Seed	-	-	$19,985	-
Gregory Schifrin	-	-	$19,985	-
William Rapaglia	-	-	$19,985	-

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

Stockholder Matters.

 The following table sets forth information with respect to the persons known to the Company to be the beneficial owners of more than 5% of any class of the Company’s voting securities at May 10, 2013:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	Peter Bojtos 2582 Taft Court Lakewood, CO  80215	13,110,567 shares Owned directly and indirectly (2)	9.2% (3)
Common Stock	James M. Seed 42 Ladd Street East Greenwich, RI 02818	24,316,600 shares Owned directly and indirectly (4)	16.8% (5)
Common Stock	James G. Baughman 2090 S Joliet Street Aurora, CO 80014	11,026,316 shares Owned directly and indirectly (6)	7.8% (7)
Common Stock	Gregory Schifrin 1256 W Elmira Rd. Sandpoint, ID 83864	11,026,316 shares Owned directly and indirectly (8)	7.8% (9)
Common Stock	Andrew Vander Ploeg 19 Foxtail Circle Englewood, CO 80113	11,695,907shares Owned directly (10)	8.3% (11)
Common Stock	Capital Peak Partners 602 Cedar Street Wallace, ID 83873	8,771,930 shares Owned directly (12)	6.2% (11)

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(2)        Includes 10,110,567 shares beneficially owned, 2,000,000 shares underlying outstanding stock options which are immediately exercisable for shares of Common Stock, and 1,000,000 shares owned by Mr. Bojtos’ spouse, as to which shares he may be deemed to have beneficial ownership.

(3)        Percentage calculated on the basis of 143,062,125 shares of the Company's common stock issued and outstanding which includes: (i) 141,062,125 shares of common stock issued and outstanding as of May 10, 2013; and (ii) 2,000,000 stock options issued which are immediately exercisable for shares of Common Stock.

(4)        Includes 20,516,600 shares beneficially owned directly and through various related companies and trusts, 1,800,000 shares underlying outstanding stock options which are exercisable within 60 days, and 2,000,000 options issued to The Astra Ventures Inc, a company controlled by Mr. Seed that are immediately exercisable for shares of Common Stock.

(5)        Percentage calculated on the basis of 144,862,125 shares of the Company’s common stock issued and outstanding which includes: (i) 141,062,125 shares of common stock issued and outstanding as of May 10, 2013; (ii) 1,800,000 options issued to Mr. Seed which are immediately exercisable for shares of Common Stock; and (iii) 2,000,000 options issued to The Astra Ventures, Inc. which are immediately exercisable for shares of Common Stock.

(6)        Includes 10,526,316 shares beneficially owned, and 500,000 shares underlying outstanding stock options which are immediately exercisable for shares of Common Stock.

(7)        Percentage calculated on the basis of 141,562,125 shares of the Company's common stock issued and outstanding which includes: (i) 141,062,125 shares of common stock issued and outstanding as of May 10, 2013; and (ii) 500,000 stock options issued which are immediately exercisable for shares of Common Stock

(8)        Includes 10,526,316 shares beneficially owned, and 500,000 shares underlying outstanding stock options which are immediately exercisable for shares of Common Stock.

(9)        Percentage calculated on the basis of 141,562,125 shares of the Company's common stock issued and outstanding which includes: (i) 141,062,125 shares of common stock issued and outstanding as of May 10, 2013; and (ii) 500,000 stock options issued which are immediately exercisable for shares of Common Stock

(10)      Includes 11,695,907 shares beneficially owned.

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(11)      Percentage calculated on the basis of 141,062,125 shares of the Company's common stock issued and outstanding.

(12)      Includes 8,771,930 shares beneficially owned.

The following table sets forth information as to the beneficial ownership of each class of the Company’s equity securities beneficially owned by the Company’s directors and executive officers as of May 10, 2013:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	James G. Baughman 2090 S Joliet St. Aurora, CO  80014	11,026,316 shares Owned directly and indirectly (1)	7.8% (2)
Common Stock	James M. Seed 42 Ladd Street East Greenwich, RI 02818	24,316,600 shares Owned directly and indirectly (3)	16.8% (4)
Common Stock	Gregory Schifrin 1256 W Elmira Rd. Sandpoint, ID 83864	11,026,316 shares Owned directly and indirectly(5)	7.8%(6)
Common Stock	William Rapaglia 1821 Hillandale Road Durham, NC 27705	2,555,400 shares Owned directly(7)	1.8%(8)
Common Stock	All Officers and Directors of the Company as a Group (4 persons)	48,924,632	33.1%(9)

(1)        See footnote (6) to first beneficial ownership table under Item 12.

(2)        See footnote (7) to first beneficial ownership table under Item 12.

(3)        See footnote (4) to first beneficial ownership table under Item 12.

(4)        See footnote (5) to first beneficial ownership table under Item 12.

(5)        See footnote (8) to first beneficial ownership table under Item 12.

(6)        See footnote (9) to first beneficial ownership table under Item 12.

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(7)        Includes 755,400 shares beneficially owned and 1,800,000 shares underlying outstanding stock options that are immediately exercisable for shares of Common Stock.

(8)        Percentage calculated on the basis of 142,862,125 shares of the Company's common stock issued and outstanding which includes: (i) 141,062,125 shares of common stock issued and outstanding as of May 10, 2013; and (ii) 1,800,000 stock options issued which are immediately exercisable for shares of Common Stock.

 (9)       Percentage calculated on the basis of 147,662,125 shares of the Company’s common stock issued and outstanding which includes: (i) 141,062,125 shares of common stock issued and outstanding as of May 10, 2013; and (ii) 6,600,000 options issued which are immediately exercisable for shares of Common Stock.

Changes in Control

There are no arrangements known to the Company which may result in a change in control of the Company.

Securities Authorized for Issuance Under Equity Compensation Plans

See Item 5, above, for information regarding securities authorized for issuance under equity compensation plan in the form required by Item 201(d) of Regulation S-K.

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

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

As of January 31, 2013 James G. Baughman, our CEO and Director, was owed $21,500 in fees and $1,154 in accrued benefits for his duties as CEO and $14,290 in expense reimbursements.  As of January 31 2013, the entire amount of $36,944was owed to Mr. Baughman.

Independence of the Board of Directors

Our Board of Directors currently consists of Messrs. Baughman, Seed, Schifrin and Rapaglia.  Messrs. Rapaglia, Schifrin and Seed are considered “independent” as that term defined by Section 803A of the NYSE Amex Company Guide inasmuch as each of the directors has had material relationships with the Company.  The Board considers all relevant facts and circumstances in its determination of independence of all members of the Board.

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Item 14.Principal Accounting Fees and Services.

The Company's Board of Directors reviews and approves audit and permissible non-audit services performed by its independent accountants, as well as the fees charged for such services. In its review of non-audit service fees and its appointment of StarkSchenkein, LLP as the Company's independent accountants, the Board of Directors considered whether the provision of such services is compatible with maintaining independence. The Board of Directors approved all of the services provided and fees charged by StarkSchenkein, LLP in fiscal years ended January 31, 2013 and 2012.

Audit Fees

The aggregate fees billed by StarkSchenkein, LLP for professional services for the audit of the annual financial statements of the Company and the reviews of the financial statements included in the Company's quarterly reports on Form 10-Q for the past two years were $48,420 and $34,000 respectively, net of expenses. 

Audit-Related Fees

There were no other fees billed by StarkSchenkein, LLP during the last two fiscal years for assurance and related services that were reasonably related to the performance of the audit or review of the Company's financial statements and not reported under "Audit Fees" above.

Tax Fees

The aggregate fees billed by StarkSchenkein, LLP during the last two fiscal years for professional services rendered for tax compliance were $5,500 and $4,400, respectively.

All Other Fees

There were no other fees billed by StarkSchenkein, LLP during the last two fiscal years for products and services provided.

Audit Committee’s Pre-Approval Practice

Section 10A(i) of the 1934 Act prohibits our auditors from performing audit services for us as well as any services not considered to be “audit services” unless such services are pre-approved by the Audit Committee or unless the services meet certain de minimis standards.

The board of directors has adopted resolutions that provide that the Audit Committee must:

Pre-approve all audit services that the auditor may provide to us or any subsidiary (including, without limitation, providing comfort letters in connection with securities underwritings or statutory audits) as required by §10A(i)(1)(A) of the 1934 Act.

Pre-approve all non-audit services (other than certain de minimis services described in §10A(i)(1)(B) of the 1934 Act that the auditors propose to provide to us or any of our subsidiaries.

The board of directors considers at each of its meetings whether to approve any audit services or non-audit services.  In some cases, management may present the request; in other cases, the auditors may present the request.  The Audit Committee approved StarkSchenkein, LLP performing our audit for the fiscal year ended January 31, 2013.

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PART IV

Item 15.Exhibits, Financial Statement Schedules.

Exhibit No.	Description of Exhibits
3.1	Articles of the Company, as amended. Filed herewith.
3.2	By-laws of the Company, as amended. Filed herewith.
10.1	Letter Agreement, dated December 5, 2005, between Nexvu Capital Corp., Fischer-Watt Gold Company, Inc., and Minera Montoro, S.A. de C.V., filed as Exhibit 10.1 to Form 8-K filed December 7, 2005 and incorporated herein by reference.
10.2	Letter Agreement, dated June 27, 2006, between Rogue River Resources Corp. and Fischer-Watt Gold Company, Inc., filed as Exhibit 10.1 to Form 8-K filed June 7, 2006 and incorporated herein by reference.
10.3	Stock Purchase Agreement, dated January 25, 2007, among Fischer-Watt Gold Company, Inc., as Seller, and Rogue River Resources Corp., as purchaser, and Minera Montoro, S.A. De C.V., filed as Exhibit 10.1 to Form 8-K filed February 16, 2007.
10.4	Agreement, dated October 1, 2008, between Fischer-Watt Gold Company, Inc. and Tournigan Energy Ltd., filed as Exhibit 10.1 to Form 8-K filed October 6, 2008.
10.5	Promissory Note, dated February 27, 2009, payable by Fischer-Watt Gold Company, Inc. to Tournigan Energy Ltd., filed as Exhibit 10.1 to Form 8-K filed March 23, 2009.
10.6	Agreement dated August 21, 2009, between Fischer-Watt Gold Company, Inc., and Tournigan Energy, Ltd., filed as Exhibit 10.1 to Form 8-K filed January 5, 2010.
10.7	Agreement dated December 14, 2009, between Fischer-Watt Gold Company, Inc., and Tournigan Energy, Ltd., filed as Exhibit 10.1 to Form 8-K filed January 5, 2010.
10.8	Amending Agreement, dated July 13, 2011, between Fischer-Watt Gold Company, Inc. and Tournigan Energy Ltd. fled as Exhibit 10.1 to Form 8-K filed July 15, 2011.
10.9	Agreement dated December 23, 2010, between Fischer-Watt Gold Company, Inc., and Tournigan Energy, Ltd.
10.10	Stock Purchase Agreement by Fischer-Watt Gold Company, Inc. and Shareholders of New Fork Uranium Corporation, dated March 14, 2012 filed as Exhibit 10.1 to Form 8-K filed March 20, 2012.
10.11	Employment Agreement, dated March 19, 2012, between Fischer-Watt Gold Company, Inc. and James G. Baughman filed as Exhibit 10.2 to Form 8-K filed March 20, 2012.
10.12	2012 Stock Option Plan. Filed herewith.
21	List of Subsidiaries. Filed herewith.
31	Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer and Acting Chief Financial Officer. Filed herewith.
32	Section 1350 Certification of Chief Executive Officer and Acting Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the SARBANES-OXLEY ACT of 2002. 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:	May 15, 2013	By:	/s/ James G. Baughman
			James G. Baughman
			President, CEO, and Acting Chief Financial Offiecer
			(Principal Executive Officer and Principal Financial Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:	May 15, 2013	By:	/s/ James G. Baughman
			James G. Baughman
			Director, Chairman
Date:	May 15, 2013	By:	/s/ Gregory Schifrin
			Gregory Schifrin
			Director,
Date:	May 15, 2013	By:	/s/ James M. Seed
			James M. Seed
			Director
Date:	May 15, 2013	By:	/s/ William Rapaglia
			William Rapaglia
			Director

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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.

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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.

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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 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.

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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.

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.

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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.

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.

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.

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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 10.12

FISCHER-WATT GOLD COMPANY, INC.

2012 STOCK OPTION PLAN

            A.        1.         Purposes of and Benefits Under the Plan.  This 2012 Stock Option Plan (the “Plan”) is intended to encourage stock ownership by employees, consultants and directors of Fischer-Watt Gold Company, Inc. and its controlled, affiliated and subsidiary entities (collectively, the “Corporation”), so that they may acquire or increase their proprietary interest in the Corporation, and is intended to facilitate the Corporation’s efforts to:  (i) induce qualified persons to become employees, officers and directors (whether or not they are employees) and consultants to the Corporation; (ii) compensate employees, officers, directors and consultants for services to the Corporation; and (iii) encourage such persons to remain in the employ of or associated with the Corporation and to put forth maximum efforts for the success of the Corporation.  It is further intended that options granted by the Committee pursuant to Section 6 of this Plan shall constitute “incentive stock options” (“Incentive Stock Options”) within the meaning of Section 422 of the Internal Revenue Code, and the regulations issued thereunder, and options granted by the Committee pursuant to Section 7 of this Plan shall constitute “non-qualified stock options” (“Non-qualified Stock Options”).

            2.         Definitions.  As used in this Plan, the following words and phrases shall have the meanings indicated:

(a)“Board” shall mean the Board of Directors of the Corporation.

(b)“Bonus” means any Common Stock bonus issued pursuant to the provisions of this Plan.

(c)“Committee” shall mean any Committee appointed by the Board to administer this Plan, if one has been appointed.  If no Committee has been appointed, the term “Committee” shall mean the Board.

(d)“Common Stock” shall mean common shares, par value of $0.001 in the capital of the Corporation.

(e)“Disability” shall mean a Recipient’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months.  If the Recipient has a disability insurance policy, the term “Disability” shall be as defined therein.

(f)“Fair Market Value” per share as of a particular date shall mean the last sale price of the Corporation’s Common Stock as reported on a national securities exchange or on an automated quotation system, or if the quotation for the last sale reported is not available for the Corporation’s Common Stock, the average of the closing bid and asked prices of the Corporation’s Common Stock as so reported or, if such quotations are unavailable, the value determined by the Committee in accordance with its discretion in making a bona fide, good faith determination of fair market value.  Fair Market Value shall be determined without regard to any restriction other than a restriction which, by its terms, never will lapse.  In the case of Options and Bonuses granted at a time when the Corporation does not have a registration statement in effect relating to the shares issuable hereunder, the value at which the Bonus shares are issued may be determined by the Committee at a reasonable discount from Fair Market Value to reflect the restricted nature of the shares to be issued and the inability of the Recipient to sell those shares promptly.

(g)“Options” means options granted pursuant to the provisions of this Plan, including Incentive Stock Options and Non-qualified Stock Options.

(h)“Recipient” means any person granted an Option or awarded a Bonus hereunder. 

(i)“Internal Revenue Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time (codified as Title 26 of the United States Code) and any successor legislation.

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            3.         Administration.

(a)The Plan shall be administered by the Committee.  The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically conferred under the Plan or necessary or advisable in the administration of the Plan, including the authority:  to grant Options and Bonuses; to determine the vesting schedule and other restrictions, if any, relating to Options and Bonuses; to determine the purchase price of the shares of Common Stock covered by each Option (the “Option Price”); to determine the persons to whom, and the time or times at which, Options and Bonuses shall be granted; to determine the number of shares to be covered by each Option or Bonus; to determine Fair Market Value per share; to interpret the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Option agreements (which need not be identical) entered into in connection with Options granted under the Plan; and to make all other determinations deemed necessary or advisable for the administration of the Plan.  The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan.

(b)Options and Bonuses granted under the Plan shall be evidenced by duly adopted resolutions of the Committee included in the minutes of the meeting at which they are adopted or in a unanimous written consent.

(c)The Committee shall endeavor to administer the Plan and grant Options and Bonuses hereunder in a manner that is compatible with the obligations of persons subject to Section 16 of the U.S. Securities Exchange Act of 1934 (the “1934 Act”), although compliance with Section 16 is the obligation of the Recipient, not the Corporation.  Neither the Committee, the Board nor the Corporation can assume any legal responsibility for a Recipient’s compliance with his obligations under Section 16 of the 1934 Act. 

(d)No member of the Committee or the Board shall be liable for any action taken or determination made in good faith with respect to the Plan or any Option or Bonus granted hereunder.

            4.         Eligibility.

(a)Subject to certain limitations hereinafter set forth, Options and Bonuses may be granted to employees (including officers) consultants and directors (whether or not they are employees) of the Corporation or its present or future divisions, affiliates and subsidiaries.  In determining the persons to whom Options or Bonuses shall be granted and the number of shares to be covered by each Option or Bonus, the Committee shall take into account the duties of the respective persons, their present and potential contributions to the success of the Corporation, and such other factors as the Committee shall deem relevant to accomplish the purposes of the Plan.

(b)A Recipient shall be eligible to receive more than one grant of an Option or Bonus during the term of the Plan, on the terms and subject to the restrictions herein set forth.

            5.         Stock Reserved.

(a)The stock subject to Options or Bonuses hereunder shall be shares of Common Stock.  Such shares, in whole or in part, may be authorized but unissued shares or shares that shall have been or that may be reacquired by the Corporation.  The aggregate number of shares of Common Stock as to which Options and Bonuses may be granted from time to time under the Plan shall not exceed [             ] subject to adjustment as provided in Section 8(i) hereof.

(b)If any Option outstanding under the Plan for any reason expires or is terminated without having been exercised in full, or if any Bonus granted is forfeited because of vesting or other restrictions imposed at the time of grant, the shares of Common Stock allocable to the unexercised portion of such Option or the forfeited portion of the Bonus shall become available for subsequent grants of Options and Bonuses under the Plan.

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            6.         Incentive Stock Options. 

(a)Options granted pursuant to this Section 6 are intended to constitute Incentive Stock Options and shall be subject to the following special terms and conditions, in addition to the general terms and conditions specified in Section 8 hereof. Only employees of the Corporation shall be entitled to receive Incentive Stock Options.

(b)The aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the shares of Common Stock with respect to which Incentive Stock Options granted under this and any other plan of the Corporation or any parent or subsidiary of the Corporation are exercisable for the first time by a Recipient during any calendar year may not exceed the amount set forth in Section 422(d) of the Internal Revenue Code.

(c)Incentive Stock Options granted under this Plan are intended to satisfy all requirements for incentive stock options under Section 422 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder and, notwithstanding any other provision of this Plan, the Plan and all Incentive Stock Options granted under it shall be so construed, and all contrary provisions shall be so limited in scope and effect and, to the extent they cannot be so limited, they shall be void.

            7.         Non-qualified Stock Options.  Options granted pursuant to this Section 7 are intended to constitute Non-qualified Stock Options and shall be subject only to the general terms and conditions specified in Section 8 hereof.

            8.         Terms and Conditions of Options.  Each Option granted pursuant to the Plan shall be evidenced by a written Option agreement between the Corporation and the Recipient, which agreement shall be substantially in the form of Exhibit A hereto as modified from time to time by the Committee in its discretion, and which shall comply with and be subject to the following terms and conditions:

(a)Number of Shares.  Each Option agreement shall state the number of shares of Common Stock covered by the Option.

(b)Type of Option.  Each Option Agreement shall specifically identify the portion, if any, of the Option which constitutes an Incentive Stock Option and the portion, if any, which constitutes a Non-qualified Stock Option.

(c)Option Price.  Subject to adjustment as provided in Section 8 (i) hereof, each Option agreement shall state the Option Price, which shall be determined by the Committee subject only to the following restrictions:

(1)Each Option Agreement shall state the Option Price, which (except as otherwise set forth in paragraphs 8(c)(2) and (3) hereof) shall not be less than 100% of the Fair Market Value per share on the date of grant of the Option.

(2)Any Incentive Stock Option granted under the Plan to a person owning more than ten percent of the total combined voting power of the Common Stock shall be at a price of no less than 110% of the Fair Market Value per share on the date of grant of the Incentive Stock Option.

(3)Any Non-qualified Stock Option granted under the Plan shall be at a price no less than 100% of the Fair Market Value per share on the date of grant of the Non-qualified Stock Option. 

(4)The date on which the Committee adopts a resolution expressly granting an Option shall be considered the day on which such option is granted, unless a future date is specified in the resolution.

(d)Term of Option.  Each Option agreement shall state the period during and times at which the Option shall be exercis­able, in accordance with the following limitations:

(1)The date on which the Committee adopts a resolution expressly granting an Option shall be considered the day on which such Option is granted, unless a future date is specified in the resolution, although any such grant shall not be effective until the Recipient has executed an Option agreement with respect to such Option.

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(2)The exercise period of any Option shall not exceed ten years from the date of grant of the Option.

(3)Incentive Stock Options granted to a person owning more than ten percent of the total combined voting power of the Common Stock of the Corporation shall be for no more than five years.

(4)The Committee shall have the authority to accelerate or extend the exercisability of any outstanding Option at such time and under such circumstances as it, in its sole discretion, deems appropriate.  In any event, no exercise period may be so extended to increase the term of the Option beyond ten years from the date of the grant. 

(5)The exercise period shall be subject to earlier termination as provided in Sections 8(f) and 8(g) hereof, and, furthermore, shall be terminated upon surrender of the Option by the holder thereof if such surrender has been authorized in advance by the Committee.

(e)Method of Exercise and Medium and Time of Payment. 

(1)An Option may be exercised as to any or all whole shares of Common Stock as to which it then is exercisable, provided, however, that no Option may be exercised as to less than 100 shares (or such number of shares as to which the Option is then exercisable if such number of shares is less than 100).

(2)Each exercise of an Option granted hereunder, whether in whole or in part, shall be effected by written notice to the Secretary of the Corporation designating the number of shares as to which the Option is being exercised, and shall be accompanied by payment in full of the Option Price for the number of shares so designated, together with any written statements required by, or deemed by the Corporation’s counsel to be advisable pursuant to, any applicable securities laws.

(3)The Option Price shall be paid in cash, or in shares of Common Stock having a Fair Market Value equal to such Option Price, or in property or in a combination of cash, shares and property and, subject to approval of the Committee, may be effected in whole or in part with funds received from the Corporation at the time of exercise as a compensatory cash payment.

(4)The Committee shall have the sole and absolute discretion to determine whether or not property other than cash or Common Stock may be used to purchase the shares of Common Stock hereunder and, if so, to determine the value of the property received.

(5)The Recipient shall make provision for the withholding of taxes as required by Section 10 hereof.

(f)Termination.

(1)Unless otherwise provided in the Option Agreement by and between the Corporation and the Recipient, if the Recipient ceases to be an employee, officer, director or consultant of the Corporation (other than by reason of death, Disability or retirement), all Options theretofore granted to such Recipient but not theretofore exercised shall terminate three months following the date the Recipient ceased to be an employee, officer, director or consultant of the Corporation, and shall terminate upon the date of termination of employment or other relationship if discharged for cause.

(2)Nothing in the Plan or in any Option or Bonus granted hereunder shall confer upon an individual any right to continue in the employ of or other relationship with the Corporation or interfere in any way with the right of the Corporation to terminate such employment or other relationship between the individual and the Corporation.

(g)Death, Disability or Retirement of Recipient.  Unless otherwise provided in the Option Agreement by and between the Corporation and the Recipient, if a Recipient shall die while an employee, officer, director or consultant of the Corporation, or within ninety days after the termination of such Recipient as an employee, officer, director or consultant, other than termination for cause, or if the Recipient’s relationship with the Corporation shall terminate by reason of Disability or retirement, all Options theretofore granted to such Recipient (whether or not otherwise exercisable) unless earlier terminated in accordance with their terms, may be exercised by the Recipient or by the Recipient’s estate or by a person who acquired the right to exercise such Options by bequest or inheritance or otherwise by reason of the death or Disability of the Recipient, at any time within one year after the date of death, Disability or retirement of the Recipient; provided, however, that in the case of Incentive Stock Options such one-year period shall be limited to three months in the case of retirement.

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(h)Transferability Restriction.

(1)Options granted under the Plan shall not be transferable other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code or Title I of the Employee Retirement Income Security Act of 1974, or the rules thereunder.  Options may be exercised during the lifetime of the Recipient only by the Recipient and thereafter only by his legal representative.

(2)Any attempted sale, pledge, assignment, hypothecation or other transfer of an Option contrary to the provisions hereof and/or the levy of any execution, attachment or similar process upon an Option, shall be null and void and without force or effect and shall result in a termination of the Option.

(3)(A)  As a condition to the transfer of any shares of Common Stock issued upon exercise of an Option granted under this Plan, the Corporation may require an opinion of counsel, satisfactory to the Corporation, to the effect that such transfer will not be in violation of the U.S. Securities Act of 1933, as amended (the “1933 Act”) or any other applicable securities laws or that such transfer has been registered under federal and all applicable state securities laws.  (B) Further, the Corporation shall be authorized to refrain from delivering or transferring shares of Common Stock issued under this Plan until the Committee determines that such delivery or transfer will not violate applicable securities laws and the Recipient has tendered to the Corporation any federal, state or local tax owed by the Recipient as a result of exercising the Option or disposing of any Common Stock when the Corporation has a legal liability to satisfy such tax.  (C)  The Corporation shall not be liable for damages due to delay in the delivery or issuance of any stock certificate for any reason whatsoever, including, but not limited to, a delay caused by listing requirements of any securities exchange or any registration requirements under the 1933 Act, the 1934 Act, or under any other state, federal or provincial law, rule or regulation.  (D)  The Corporation is under no obligation to take any action or incur any expense in order to register or qualify the delivery or transfer of shares of Common Stock under applicable securities laws or to perfect any exemption from such registration or qualification.  (E) Furthermore, the Corporation will not be liable to any Recipient for failure to deliver or transfer shares of Common Stock if such failure is based upon the provisions of this paragraph.

(i)Effect of Certain Changes.

(1)If there is any change in the number of shares of outstanding Common Stock through the declaration of stock dividends, or through a recapitalization resulting in stock splits or combinations or exchanges of such shares, the number of shares of Common Stock available for Options and the number of such shares covered by outstanding Options, and the exercise price per share of the outstanding Options, shall be proportionately adjusted by the Committee to reflect any increase or decrease in the number of issued shares of Common Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated.

(2)In the event of the proposed dissolution or liquidation of the Corporation, or any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or a merger or consolidation of the Corporation with another corporation, the Committee may provide that the holder of each Option then exercisable shall have the right to exercise such Option (at its then current Option Price) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, corporate separation or division, or merger or consolidation by a holder of the number of shares of Common Stock for which such Option might have been exercised immediately prior to such dissolution, liquidation, corporate separation or division, or merger or consolidation; or, in the alternative the Committee may provide that each Option granted under the Plan shall terminate as of a date fixed by the Committee; provided, however, that not less than 30 days’ written notice of the date so fixed shall be given to each Recipient, who shall have the right, during the period of 30 days preceding such termination, to exercise the Option as to all or any part of the shares of Common Stock covered thereby, including shares as to which such Option would not otherwise be exercisable.

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(3)Paragraph 2 of this Section 8 (i) shall not apply to a merger or consolidation in which the Corporation is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value.  Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (excluding a change in par value, or from par value to no par value, or any change as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Committee may provide that the holder of each Option then exercisable shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any new direct or indirect parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change, consolidation or merger by the holder of the number of shares of Common Stock for which such Option might have been exercised.

(4)In the event of a change in the Common Stock of the Corporation as presently constituted into the same number of shares with a different par value, the shares resulting from any such change shall be deemed to be the Common Stock of the Corporation within the meaning of the Plan.

(5)To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive, provided that each Incentive Stock Option granted pursuant to this Plan shall not be adjusted in a manner that causes such option to fail to continue to qualify as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code.

(6)Except as expressly provided in this Section 8(i), the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, or by reason of any dissolution, liquidation, merger, or consolidation or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option.  The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures, or to merge or consolidate, or to dissolve, liquidate, or sell or transfer all or any part of its business or assets.

(j)No Rights as Shareholder - Non-Distributive Intent.

(1)Neither a Recipient of an Option nor such Recipient’s legal representative, heir, legatee or distributee, shall be deemed to be the holder of, or to have any rights of a holder with respect to, any shares subject to such Option until after the Option is exercised and the shares are issued.

(2)No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 8(i) hereof.

(3)Upon exercise of an Option at a time when there is no registration statement in effect under the 1933 Act relating to the shares issuable upon exercise, shares may be issued to the Recipient only if the Recipient represents and warrants in writing to the Corporation that the shares purchased are being acquired for investment and not with a view to the distribution thereof and provides the Corporation with sufficient information to establish an exemption from the registration requirements of the 1933 Act.  A form of subscription agreement containing representations and warranties deemed sufficient as of the date of adoption of this Plan is attached hereto as Exhibit B.

(4)No shares shall be issued upon the exercise of an Option unless and until there shall have been compliance with any then applicable requirements of the U.S. Securities and Exchange Commission or any other regulatory agencies having jurisdiction over the Corporation.

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(k)Other Provisions.  Option Agreements authorized under the Plan may contain such other provisions, including, without limitation, (i) the imposition of restrictions upon the exercise, and (ii) in the case of an Incentive Stock Option, the inclusion of any condition not inconsistent with such Option qualifying as an Incentive Stock Option, as the Committee shall deem advisable.

            9.         Grant of Stock Bonuses.  In addition to, or in lieu of, the grant of an Option, the Committee may grant Bonuses.

(a)At the time of grant of a Bonus, the Committee may impose a vesting period of up to ten years, and such other restrictions which it deems appropriate.  Unless otherwise directed by the Committee at the time of grant of a Bonus, the Recipient shall be considered a shareholder of the Corporation as to the Bonus shares which have vested in the grantee at any time regardless of any forfeiture provisions which have not yet arisen.

(b)The grant of a Bonus and the issuance and delivery of shares of Common Stock pursuant thereto shall be subject to approval by the Corporation’s counsel of all legal matters in connection therewith, including compliance with the requirements of the 1933 Act, the 1934 Act, other applicable securities laws, rules and regulations, and the requirements of any stock exchanges upon which the Common Stock then may be listed.  Any certificates prepared to evidence Common Stock issued pursuant to a Bonus grant shall bear legends as the Corporation’s counsel may seem necessary or advisable.  Included among the foregoing requirements, but without limitation, any Recipient of a Bonus at a time when a registration statement relating thereto is not effective under the 1933 Act shall execute a Subscription Agreement substantially in the form of Exhibit B.

            10.       Agreement by Recipient Regarding Withholding Taxes.  Each Recipient agrees that the Corporation, to the extent permitted or required by law, shall deduct a sufficient number of shares due to the Recipient upon exercise of the Option or the grant of a Bonus to allow the Corporation to pay federal, provincial, state and local taxes of any kind required by law to be withheld upon the exercise of such Option or payment of such Bonus from any payment of any kind otherwise due to the Recipient.  The Corporation shall not be obligated to advise any Recipient of the existence of any tax or the amount which the Corporation will be so required to withhold.

            11.       Term of Plan.  Options and Bonuses may be granted under this Plan from time to time within a period of ten years from the date the Plan is adopted by the Board.

            12.       Amendment and Termination of the Plan.  

                        (a)        (1)        Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including any exchange with which the shares of the Corporation are listed for trading), the Board of Directors may at any time, without further action by the shareholders, amend the Plan or any Option granted hereunder in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to ensure that Options granted hereunder will comply with any provisions respecting stock options in the income tax and other laws in force in any country or jurisdiction of which any Option holders may from time to time be a resident or citizen, or it may at any time without action by shareholders terminate the Plan.

                                    (2)        provided, however, that any amendment that would:  (A) materially increase the number of securities issuable under the Plan to persons who are subject to Section 16(a) of the 1934 Act; or (B)  grant eligibility to a class of persons who are subject to Section 16(a) of the 1934 Act and are not included within the terms of the Plan prior to the amendment; or (C) materially increase the benefits accruing to persons who are subject to Section 16(a) of the 1934 Act under the Plan; or (D) require shareholder approval under applicable state law, the rules and regulations of any national securities exchange on which the Corporation’s securities then may be listed, the Internal Revenue Code or any other applicable law, shall be subject to the approval of the shareholders of the Corporation as provided in Section 13 hereof.

                                    (3)        provided further that any such increase or modification that may result from adjustments authorized by Section 8(i) hereof or which are required for compliance with the 1934 Act, the Internal Revenue Code, the Employee Retirement Income Security Act of 1974, their rules or other laws or judicial order, shall not require such approval of the shareholders.

                        (b)        Except as provided in Section 8 hereof, no suspension, termination, modification or amendment of the Plan may adversely affect any Option previously granted, unless the written consent of the Recipient is obtained.

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            13.       Approval of Shareholders.  The Plan shall take effect upon its adoption by the Board but shall be subject to approval at a duly called and held meeting of stockholders, or written consent in lieu of a meeting, in conformance with the vote required by the Corporation’s governing documents, resolution of the Board, any other applicable law and the rules and regulations thereunder, or the rules and regulations of any national securities exchange upon which the Corporation’s Common Stock is listed and traded, each to the extent applicable.

            14.       Termination of Right of Action.  Every right of action arising out of or in connection with the Plan by or on behalf of the Corporation or any of its subsidiaries, or by any shareholder of the Corporation or any of its subsidiaries against any past, present or future member of the Board, or against any employee, or by an employee (past, present or future) against the Corporation or any of its subsidiaries, will, irrespective of the place where an action may be brought and irrespective of the place of residence of any such shareholder, director or employee, cease and be barred by the expiration of three years from the date of the act or omission in respect of which such right of action is alleged to have risen.

            15.       Tax Litigation.  The Corporation shall have the right, but not the obligation, to contest, at its expense, any tax ruling or decision, administrative or judicial, on any issue which is related to the Plan and which the Board believes to be important to holders of Options issued under the Plan and to conduct any such contest or any litigation arising therefrom to a final decision.

            16.       Adoption.

(a)This Plan was approved by resolution of the Board of Directors of the Corporation on September 17, 2012.

(b)If this Plan is not approved by the shareholders of the Corporation within 12 months of the date the Plan was approved by the Board as required by Section 422(b)(1) of the Internal Revenue Code, this Plan and any Options granted hereunder to Recipients shall be and remain effective, but the reference to Incentive Stock Options herein shall be deleted and all Options granted hereunder shall be Non-qualified Stock Options pursuant to Section 7 hereof. This Plan was approved by resolution of the Shareholders of the Company on [                       ], 2012.

[End of Plan]

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Exhibit A

 FORM OF STOCK OPTION AGREEMENT

            This STOCK OPTION AGREEMENT made as of this ___ day of ____________, ______, by and between Fischer-Watt Gold Company, Inc. (the “Corporation”), and ________________ __________________________ (the “Recipient”).

            In accordance with the Corporation’s 2012 Stock Option Plan (the “Plan”), the provisions of which are incorporated herein by reference, the Corporation desires, in connection with the services of the Recipient, to provide the Recipient with an opportunity to acquire common shares with a par value of $0.001 in the capital of the Corporation (“Common Stock”) on favorable terms and thereby increase the Recipient’s proprietary interest in the Corporation and incentive to put forth maximum efforts for the success of the business of the Corporation.  Capitalized terms used but not defined herein are used as defined in the Plan.

            NOW, THEREFORE, in consideration of the premises and mutual covenants herein set forth and other good and valuable consideration, the Corporation and the Recipient agree as follows:

1.Confirmation of Grant of Option.  Pursuant to a determination of the Committee or, in the absence of a Committee, by the Board of Directors of the Corporation made on ___________, _____ (the “Date of Grant”), the Corporation, subject to the terms of the Plan and of this Agreement, confirms that the Recipient has been irrevocably granted on the Date of Grant, as a matter of separate inducement and agreement, and in addition to and not in lieu of salary or other compensation for services, a Stock Option (the “Option”) exercisable to purchase an aggregate of ______ shares of Common Stock on the terms and conditions herein set forth, subject to adjustment as provided in Paragraph 8 hereof.

2.Option Price.  The Option Price of shares of Common Stock covered by the Option will be $_____ per share (the “Option Price”) subject to adjustment as provided in Paragraph 8 hereof.

3.Vesting and Exercise of Option.  (a)  Except as otherwise provided herein or in Section 8 of the Plan, the Option [shall vest and become exercisable as follows:  (insert vesting schedule), provided, however, that no option shall vest or become exercisable unless the Recipient is an employee of the Corporation on such vesting date/or may be exercised in whole or in part at any time during the term of the Option.]  (b)  The Option may not be exercised at any one time as to fewer than 100 shares (or such number of shares as to which the Option is then exercisable if such number of shares is less than 100).  (c)  The Option may be exercised by written notice to the Secretary of the Corporation accompanied by payment in full of the Option Price as provided in Section 8 of the Plan.

4.Term of Option.  The term of the Option will be through __________, ____, subject to earlier termination or cancellation as provided in this Agreement.  The holder of the Option will not have any rights to dividends or any other rights of a shareholder with respect to any shares of Common Stock subject to the Option until such shares shall have been issued (as evidenced by the appropriate transfer agent of the Corporation) upon purchase of such shares through exercise of the Option.

5.Transferability Restriction.  The Option may not be assigned, transferred or otherwise disposed of, or pledged or hypothecated in any way (whether by operation of law or otherwise) except in strict compliance with Section 8 of the Plan.  Any assignment, transfer, pledge, hypothecation or other disposition of the Option or any attempt to make any levy of execution, attachment or other process will cause the Option to terminate immediately upon the happening of any such event; provided, however, that any such termination of the Option under the provisions of this Paragraph 5 will not prejudice any rights or remedies which the Corporation may have under this Agreement or otherwise.

6.Exercise Upon Termination.  The Recipient’s rights to exercise this Option upon termination of employment or cessation of service as an officer, director or consultant shall be as set forth in Section 8(f) of the Plan.

7.Death, Disability or Retirement of Recipient.  The exercisability of this Option upon the death, Disability or retirement of the Recipient shall be as set forth in Section 8(g) of the Plan.

8.Adjustments.  The Option shall be subject to adjustment upon the occurrence of certain events as set forth in Section 8(i) of the Plan.

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9.No Registration Obligation.  The Recipient understands that the Option is not registered under the 1933 Act and, unless by separate written agreement, the Corporation has no obligation to so register the Option or any of the shares of Common Stock subject to and issuable upon the exercise of the Option, although it may from time to time register under the 1933 Act the shares issuable upon exercise of Options granted pursuant to the Plan.  The Recipient represents that the Option is being acquired for the Recipient’s own account and that unless registered by the Corporation, the shares of Common Stock issued on exercise of the Option will be acquired by the Recipient for investment.  The Recipient understands that the Option is, and the underlying securities may be, issued to the Recipient in reliance upon exemptions from the 1933 Act, and acknowledges and agrees that all certificates for the shares issued upon exercise of the Option may bear the following legend unless such shares are registered under the 1933 Act prior to their issuance:

The shares represented by this Certificate have not been registered under the Securities Act of 1933 (the “1933 Act”), and are “restricted securities” as that term is defined in Rule 144 under the 1933 Act.  The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the 1933 Act or pursuant to an exemption from registration under the 1933 Act, the availability of which is to be established to the satisfaction of the Company.

            The Recipient further understands and agrees that the Option may be exercised only if at the time of such exercise the underlying shares are registered and/or the Recipient and the Corporation are able to establish the existence of an exemption from registra­tion under the 1933 Act and applicable state or other laws.

10.Notices.  Each notice relating to this Agreement will be in writing and delivered in person or by certified mail to the proper address.  Notices to the Corporation shall be addressed to the Corporation, attention: President, Fischer-Watt Gold Company, Inc., 2186 S. Holly Street, #104, Denver, CO 80222, or at such other address as may constitute the Corporation’s principal place of business at the time, with a copy to: Theresa M. Mehringer, Esq., Burns, Figa & Will, P.C., 6400 S. Fiddlers Green Circle, Suite 1000, Greenwood Village, Colorado 80111.  Notices to the Recipient or other person or persons then entitled to exercise the Option shall be addressed to the Recipient or such other person or persons at the Recipient’s address below specified.  Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect given pursuant to this Paragraph 10. 

1.Approval of Counsel.  The exercise of the Option and the issuance and delivery of shares of Common Stock pursuant thereto shall be subject to approval by the Corporation’s counsel of all legal matters in connection therewith, including compliance with the requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended, applicable state and other securities laws, the rules and regulations thereunder, and the requirements of any national securities exchange(s) upon which the Common Stock then may be listed.

2.Benefits of Agreement.  This Agreement will inure to the benefit of and be binding upon each successor and assignee of the Corporation.  All obligations imposed upon the Recipient and all rights granted to the Corporation under this Agreement will be binding upon the Recipient’s heirs, legal representatives and successors.

3.Effect of Governmental and Other Regulations.  The exercise of the Option and the Corporation’s obligation to sell and deliver shares upon the exercise of the Option are subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency which may, in the opinion of counsel for the Corporation, be required.

4.Plan Governs.  In the event that any provision in this Agreement conflicts with a provision in the Plan, the provision of the Plan shall govern.

10

 Executed in the name and on behalf of the Corporation by one of its duly authorized officers and by the Recipient all as of the date first above written.

Fischer-Watt Gold Company, Inc.
Date ______________, __	By:
		[NAME], President
The undersigned Recipient has read and understands the terms of this Option Agreement and the attached Plan and hereby agrees to comply therewith.
Date ______________, __
	Signature of Recipient

11

                                                                                                                                             Exhibit B

SUBSCRIPTION AGREEMENT

THE SECURITIES BEING ACQUIRED BY THE UNDERSIGNED HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR ANY OTHER LAWS AND ARE OFFERED UNDER EXEMPTIONS FROM THE REGISTRATION PROVISIONS OF SUCH LAWS.  THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER CONTAINED IN THIS STOCK SUBSCRIPTION AGREEMENT AND APPLICABLE SECURITIES LAWS.

            This Subscription Agreement is entered for the purpose of the undersigned acquiring _____________ shares of common stock par value $0.001 (the “Securities”) of Fischer-Watt Gold Company, Inc. (the “Corporation”) from the Corporation as a Bonus or pursuant to exercise of an Option granted pursuant to the Corporation's 2012 Stock Option Plan (the “Plan”). All capitalized terms not otherwise defined herein shall be as defined in the Plan.

            It is understood that no grant of any Bonus or exercise of any Option at a time when no registration statement relating thereto is effective under the U.S. Securities Act of 1933, as amended (the “1933 Act”) can be completed until the undersigned executes this Subscription Agreement and delivers it to the Corporation, and that such grant or exercise is effective only in accordance with the terms of the Plan and this Subscription Agreement.

            In connection with the undersigned’s acquisition of the Securities, the undersigned represents and warrants to the Corporation as follows:

            1.         The undersigned has been provided with, and has reviewed the Plan, and such other information as the undersigned may have requested of the Corporation regarding its business, operations, management, and financial condition (all of which is referred to herein as the “Available Information”).

            2.         The Corporation has given the undersigned the opportunity to ask questions of and to receive answers from persons acting on the Corporation’s behalf concerning the terms and conditions of this transaction and the opportunity to obtain any additional information regarding the Corporation, its business and financial condition or to verify the accuracy of the Available Information which the Corporation possesses or can acquire without unreasonable effort or expense.

            3.         The Securities are being acquired by the undersigned for the undersigned’s own account and not on behalf of any other person or entity.

            4.         The undersigned understands that the Securities being acquired hereby have not been registered under the 1933 Act or any state or foreign securities laws, and are, and unless registered will continue to be, restricted securities within the meaning of Rule 144 of the General Rules and Regulations under the 1933 Act and other statutes, and the undersigned consents to the placement of appropriate restrictive legends on any certificates evidencing the Securities and any certificates issued in replacement or exchange therefor and acknowledges that the Corporation will cause its stock transfer records to note such restrictions.

            5.         By the undersigned’s execution below, it is acknowledged and understood that the Corporation is relying upon the accuracy and completeness hereof in complying with certain obligations under applicable securities laws.

            6.         This Agreement binds and inures to the benefit of the representatives, successors and permitted assigns of the respective parties hereto.

            7.         The undersigned acknowledges that the grant of any Bonus or Option and the issuance and delivery of shares of Common Stock pursuant thereto shall be subject to prior approval by the Corporation’s counsel of all legal matters in connection therewith, including compliance with the requirements of the 1933 Act and other applicable securities laws, the rules and regulations thereunder, and the requirements of any national securities exchange(s) upon which the Common Stock then may be listed.

            8.         The undersigned acknowledges and agrees that the Corporation has withheld ___________ shares for the payment of taxes as a result of the grant of the Bonus or the exercise of an Option.

            9.         The Plan is incorporated herein by reference.  In the event that any provision in this Agreement conflicts with ANY provision in the Plan, the provisions of the Plan shall govern.                                                             

Date: ______________, ______                                                                                                       

                                                                        Signature of Recipient

                                                                        Tax ID Number:                                                         

                                                                        Address:                                                                     

12

EX-21

Exhibit 21

Cyclone Uranium Corporation List of Subsidiaries:

·Tournigan USA, Inc.

·New Fork Uranium Corp.

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-K 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.

May 15, 2013   /s/ James G. Baughman               
James G. Baughman
Chief Executive and Acting 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-K for the year ended January 31, 2013 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.

May 15, 2013   /s/ James G. Baughman                
James G. Baughman
Chief Executive and Acting Chief Financial Officer

XML

Income Taxes (Detail) - The components of net (loss) before taxes for the Company's domestic and prior foreign operations (USD $)	12 Months Ended
	Jan. 31, 2013	Jan. 31, 2012
Domestic	$ (1,260,715)	$ (499,527)
Net (loss) before taxes	$ (1,260,715)	$ (499,527)

XML

Common Stock Options and Warrants (Detail) (USD $)	1 Months Ended	2 Months Ended	12 Months Ended						12 Months Ended		0 Months Ended	1 Months Ended
	Aug. 31, 2012	Mar. 29, 2012	Jan. 31, 2013	Jan. 31, 2012	Jan. 07, 2013	Jun. 19, 2012	Jan. 31, 2011	Jan. 31, 2007	Jan. 31, 2013 Private Placement [Member]	Mar. 31, 2013 Private Placement [Member]	Jan. 07, 2013 Warrant [Member]	Aug. 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					$ 0.06
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value (in Dollars)		$ 99,924
Fair Value Assumptions, Expected Term		5 years									3 years	5 years
Fair Value Assumptions, Expected Volatility Rate		305.30%									210.18%	194.81%
Fair Value Assumptions, Risk Free Interest Rate		1.01%									0.41%	0.59%
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		0.02	0.12		0.05	0.12	0.04
Warrants and Rights Outstanding (in Dollars)				2,859,820	25,417			16,000
Expiration of Warrants			3,766,666
Shares, Issued						2,000,000				2,000,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	6,814,000					1,000,000		400,000
Amortization of Debt Discount (Premium) (in Dollars)	132,332
Fair Value Assumptions, Exercise Price (in Dollars per share)											$ 0.02	$ 0.02
FairValueWarrants (in Dollars)												$ 132,332
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number			10,250,000								1,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share)			$ 0.17								$ 0.02
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			2,500,000	2,000,000							25,417

XML

Financial Condition, Liquidity, and Going Concern (Detail) (USD $)	Jan. 31, 2013
Retained Earnings (Accumulated Deficit)	$ 20,679,811

XML

Subsequent Events (Detail) (USD $)							0 Months Ended
	Jan. 31, 2013	Aug. 31, 2012	Jun. 19, 2012	Jan. 31, 2012	Jan. 31, 2011	Jan. 31, 2007	Apr. 26, 2013 Investor A [Member]	Apr. 30, 2013 Investor B [Member]	Apr. 30, 2013 Investor A and B [Member]	Apr. 30, 2013 One-half Warrant Exercisable [Member]
Proceeds from Issuance of Private Placement (in Dollars)							$ 10,000	$ 25,000
Shares, Issued			2,000,000				500,000	1,250,000
Share Price (in Dollars per share)	$ 0.05				$ 0.06	$ 0.10			$ 0.02
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item)	0.02	0.02	0.05	0.12	0.12	0.04				0.25

XML

Common Stock Options and Warrants (Detail) - Information about Outstanding warrants (USD $)								12 Months Ended
	Jan. 31, 2013	Jan. 07, 2013	Aug. 31, 2012	Jun. 19, 2012	Jan. 31, 2012	Jan. 31, 2011	Jan. 31, 2007	Jan. 31, 2013 Exercise Price 0.05 [Member]	Jan. 31, 2013 Exercise Price 0.02 A [Member]	Jan. 31, 2013 Exercise Price 0.02 B [Member]
Weighted Average Exercise Price (in Dollars per Item)	0.02		0.02	0.05	0.12	0.12	0.04	0.05	0.02	0.02
Number of Shares (in Shares)	8,814,000				3,766,666	6,626,486		1,000,000	6,814,000	1,000,000
Remaining Contractual Life								2 years 138 days	4 years 211 days	2 years 339 days
Exercise Price Times Number of Shares		$ 25,417			$ 2,859,820		$ 16,000	$ 50,000	$ 136,280	$ 20,000
Aggregate Intrinsic Value								$ 0.00	$ 0.00	$ 0.00

XML

Financial Condition, Liquidity, and Going Concern

12 Months Ended

Jan. 31, 2013

Liquidity Disclosure [Policy Text Block]

Note 2. Financial Condition, Liquidity, and Going Concern

At January 31, 2013, the Company has an accumulated deficit of $20,679,811.  In addition, the Company has no revenue producing operations. 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 its ability to acquire a mineral property and ultimately achieve production status, the future market price of metals, future capital raising efforts, and the ability to achieve future operating efficiencies anticipated with increased production levels. Management's plans will require additional financing, and exploration activity with respect to mineral properties. While the Company has been successful in capital raising endeavors in the past, there can be no assurance that its future efforts and anticipated operations will be successful.

The 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.

XML

Acquisition of New Fork Uranium Corporation (Detail) - Acquisition of New Fork transaction (New Fork [Member], USD $)	Jan. 31, 2013
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	2,030,300
Total	2,030,300
Mineral rights	$ 1,711,777

XML

Acquisition of New Fork Uranium Corporation (Detail) (USD $)	12 Months Ended
	Jan. 31, 2013
Asset Impairment Charges (in Dollars)	$ 311,777
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)	$ 311,777

XML

Notes Payable (Detail) (USD $)	12 Months Ended								3 Months Ended			1 Months Ended	12 Months Ended
	Jan. 31, 2013	Jan. 07, 2013	Oct. 30, 2012	Aug. 31, 2012	Jun. 19, 2012	Jan. 31, 2012	Jan. 31, 2011	Jan. 31, 2007	Mar. 31, 2013 Shareholders [Member]	Jan. 31, 2013 Shareholders [Member]	Jan. 07, 2013 Shareholders [Member]	Jan. 31, 2013 Non-Affiliated [Member]	Jan. 31, 2013 Shareholders Loan [Member]	Jan. 31, 2012 Shareholders Loan [Member]	Oct. 27, 2011 Shareholders Loan [Member]	Aug. 31, 2011 Shareholders Loan [Member]	Jan. 31, 2010 Shareholders Loan [Member]	Jan. 31, 2009 Shareholders Loan [Member]	Jan. 31, 2005 Shareholders Loan [Member]	Jan. 07, 2013 Promissory Notes [Member]
Notes Payable, Related Parties, Current	$ 195,000					$ 340,000								$ 340,000	$ 30,000	$ 150,000	$ 50,000	$ 80,000	$ 30,000	$ 35,000
Debt Instrument, Interest Rate, Effective Percentage													10.00%					5.00%
Debt Instrument, Periodic Payment													180,000
Debt Instrument, Principal Outstanding, Amount													160,000
Debt Instrument, Interest Outstanding, Amount													82,067
Debt Instrument, Interest Rate, Stated Percentage		15.00%	15.00%
Interest Payable	360
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)				6,814,000	1,000,000			400,000			1,000,000	6,814,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item)	0.02			0.02	0.05	0.12	0.12	0.04		0.02		0.02
Fair Value of Warrants Granted									25,417			132,332
Bridge Loan	343,073			300,000
Default Interest Rate,Percentage	45.00%
Fair Value of Warrants Granted									$ 25,417			$ 132,332

XML

Asset Retirement Obligation and Restricted Deposits (Detail) (USD $)		12 Months Ended
	Jan. 31, 2011 WDEQ [Member] Tournigan Energy [Member]	Jan. 31, 2011 WDEQ [Member]	Jan. 31, 2010 WDEQ [Member]	Jan. 31, 2013 Arizona BLM [Member]	Jan. 31, 2010 Tournigan Energy [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

XML

Accounting Policies

12 Months Ended

Jan. 31, 2013

Significant Accounting Policies [Text Block]

Note 1.  Accounting Policies

Business Activities

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

Principles of Consolidation

The consolidated financial statements include the accounts of Cyclone and its 100% owned subsidiaries, Tournigan USA Inc., that was acquired on February 27, 2009 and New Fork Uranium Corp that was acquired on March 14, 2012. Ownership interests in corporations where the Company maintains significant influence over but not control of the entity are accounted for under the equity method. Joint ventures involving non-producing properties are accounted for at cost. All intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

For purposes of balance sheet classification and the statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Mineral Interests

The Company capitalizes certain costs related to the acquisition of mineral rights.

Exploration and development costs are expensed as incurred unless proven and probable reserves exist and the property is a commercially mineable property.  Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are also capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded.

The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

Property, Plant & Equipment

Property, plant and equipment are stated at cost. Depreciation on mining assets is provided by the units of production method by reference to the ratio of units produced to total estimated production (proven and probable reserves).

Depreciation on non-mining assets is provided by the straight-line method over the estimated service lives of the respective assets.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees for services based on the fair value of the equity instruments issued and accounts for equity instruments issued to other than employees based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable.

The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the vesting period, if any, of the stock option.

Revenue Recognition

Sales revenue is recognized upon the production of metals having a fixed monetary value.  Metal inventories are recorded at estimated net realizable value, except in cases where there is no immediate marketability at a quoted market price, in which case they are recorded at the lower of cost or net realizable value.

Gains on the sale of mineral interests include the excess of the net proceeds from sales over the Company's net book value in that property.

Generative exploration program fees, received as part of an agreement whereby a third party agrees to fund a generative exploration program in connection with mineral deposits in areas not previously recognized as containing mineralization in exchange for the right to enter into a joint venture in the future to further explore or develop specifically identified prospects, are recognized as revenue in the period earned.

Foreign Operations

The Company operates in the United States of America.  As with all types of international business operations, currency fluctuations, exchange controls, restrictions on foreign investment, changes to tax regimes, and political action could impact the Company's financial condition or results of operations.

Foreign Currency Translation

The functional currency for the Company’s operations is the US dollar. The assets and liabilities of any foreign subsidiaries are translated at the rate of exchange in effect at the balance sheet date. Income and expenses are translated using the weighted average rates of exchange prevailing during the period which the foreign subsidiary was owned. The related translation adjustments are reflected in the accumulated translation adjustment section of stockholders' (deficit).

Environmental and Reclamation Costs

The Company currently has no active reclamation projects at its past drilling sites, having completed all such work.  Expenditures relating to ongoing environmental and reclamation programs would either be expensed as incurred or capitalized and depreciated depending on the status of the related mineral property and their future economic benefits. The recording of provisions generally commences when a reasonably definitive estimate of cost and remaining project life can be determined.

Income Taxes

Deferred income tax assets and liabilities are recognized for the expected future income tax consequences of events that have been included in the consolidated financial statements or income tax returns. Deferred income tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities using tax rates in effect for the years in which the differences are expected to reverse.

In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carry forwards.

The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions.  The Company has identified its federal tax return and its state tax return in Colorado as “major” tax jurisdictions, as defined.  The Company is not currently under examination by the Internal Revenue Service or any other jurisdiction.  The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow.  Therefore, no reserves for uncertain income tax positions have been recorded. 

Concentration of Credit Risk

The Company maintains cash in accounts which may, at times, exceed federally insured limits.  To date, these concentrations of credit risk have not had a significant impact on the Company’s financial position or results of operations.

The Company will sell most of its metal production to a limited number of customers. However, due to the nature of the metals market, the Company is not dependent upon a significant customer to provide a market for its products.

Although the Company could be directly affected by weakness in the metals processing business, the Company monitors the financial condition of its customers and considers the risk of loss to be remote.

Inventory

Inventory is valued at the lower of cost or market on a first-in first-out basis. The Company had no inventory on hand at January 31, 2013 or 2012.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2013 and 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, restricted deposits, prepaid and other current assets, accounts payable and accrued expenses, and notes payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

Impairment of Long Lived Assets

Long-lived assets and certain identifiable intangibles held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired.  Management has not identified any material impairment losses as of the date of these financial statements. The Company recorded an impairment charge of $311,777 for the year ended January 31, 2013.

Net Income (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 common shares and dilutive common stock equivalents outstanding. During the periods when they are anti dilutive, common stock equivalents are not considered in the computation.

Recently Adopted Accounting Pronouncements

The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the SEC, and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company.  The Company adopted the following new accounting standards during the year ended January 31, 2013:

In May 2011, the FASB issued ASU Topic 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”)” Under Topic 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. Topic 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. The adoption of Topic 2011-04 did not have a material impact on its consolidated results of operation and financial condition.

Effective June 16, 2011, the FASB issued ASU Topic 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” which amended current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholder’ deficit. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income that contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. In December 2011, the FASB deferred the requirement to present components of reclassifications of other comprehensive income on the face of the income statement that had previously been included in the June 2011 amended standard. These amended standards are applied for interim and annual periods beginning after December 15, 2011. The adoption of Topic 2011-04 did not have a material impact on its consolidated results of operation and financial condition.

In December 2011, the FASB issued Topic 2011-11, “Disclosures about Offsetting Assets and Liabilities.” The objective of Topic 2011-11 is to enhance disclosures by requiring improved information about financial instruments and derivative instruments in relation to netting arrangements. Topic 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. The Company is currently evaluating the impact of this guidance; however, since this update affects disclosures only, it is not expected to have a material impact on the Company's consolidated financial statements.

In July 2012, the FASB issued new accounting guidance intended to simplify the testing of indefinite-lived intangible assets for impairment. Entities will be allowed the option to first perform a qualitative assessment on impairment for indefinite-lived intangible assets to determine whether a quantitative assessment is necessary. This guidance is effective for impairment tests performed in the interim and annual periods for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

On February 5, 2013, the FASB issued ASU Topic 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which adds additional disclosure requirements relating to the reclassification of items out of accumulated other comprehensive income.  This Topic is effective for the first quarter of 2013 and affects disclosures only, it is not expected to have a material impact on the Company’s consolidated results of operation and financial condition.

There were various other updates recently issued.  None of the updates are expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

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Stockholders' (Deficit) (Detail) (USD $)	12 Months Ended												144 Months Ended					12 Months Ended	3 Months Ended		12 Months Ended																										12 Months Ended
	Jan. 31, 2013	Jan. 31, 2012	Jan. 31, 2011	Jan. 31, 2010	Jan. 31, 2009	Jan. 31, 2008	Jan. 31, 2007	Jan. 31, 2006	Jan. 31, 2005	Jan. 31, 2004	Jan. 31, 2003	Jan. 31, 2002	Jan. 31, 2013	Jan. 07, 2013	Aug. 31, 2012	Jun. 19, 2012	Mar. 29, 2012	Jan. 31, 2003 Directors [Member]	Mar. 31, 2013 Private Placement [Member]	Mar. 31, 2013 One-half Warrant Exercisable [Member]	Jan. 31, 2013 Additional Paid-in Capital [Member]	Jan. 31, 2012 Additional Paid-in Capital [Member]	Jan. 31, 2011 Additional Paid-in Capital [Member]	Jan. 31, 2010 Additional Paid-in Capital [Member]	Jan. 31, 2009 Additional Paid-in Capital [Member]	Jan. 31, 2008 Additional Paid-in Capital [Member]	Jan. 31, 2007 Additional Paid-in Capital [Member]	Jan. 31, 2006 Additional Paid-in Capital [Member]	Jan. 31, 2005 Additional Paid-in Capital [Member]	Jan. 31, 2004 Additional Paid-in Capital [Member]	Jan. 31, 2003 Additional Paid-in Capital [Member]	Jan. 31, 2002 Additional Paid-in Capital [Member]	Jan. 31, 2003 Common Stock [Member] Directors [Member]	Jan. 31, 2013 Common Stock [Member]	Jan. 31, 2012 Common Stock [Member]	Jan. 31, 2011 Common Stock [Member]	Jan. 31, 2010 Common Stock [Member]	Jan. 31, 2008 Common Stock [Member]	Jan. 31, 2007 Common Stock [Member]	Jan. 31, 2006 Common Stock [Member]	Jan. 31, 2005 Common Stock [Member]	Jan. 31, 2004 Common Stock [Member]	Jan. 31, 2003 Common Stock [Member]	Jan. 31, 2002 Common Stock [Member]	Jan. 31, 2009 Common Stock [Member]	Jan. 31, 2001 Common Stock [Member]	Jan. 31, 2006 Capital Stock Subscribed [Member]	Jan. 31, 2005 Capital Stock Subscribed [Member]	Jan. 31, 2004 Capital Stock Subscribed [Member]	Jan. 31, 2003 Capital Stock Subscribed [Member]	Jan. 31, 2002 Capital Stock Subscribed [Member]	Jan. 31, 2009 Accounts Payable and Accrued Expenses [Member]	Jan. 31, 2010 Notes Payable [Member]	Jan. 31, 2013 One Common Share and One Half Warrant [Member]	Jan. 31, 2008 Directors [Member]	Jan. 31, 2004 Salary due to an Officer [Member]	Jan. 31, 2004 Affiliated Entity [Member]	Jan. 31, 2012 Consulting Expenses [Member]	Jan. 31, 2012 Website Expenses[Member]	Jan. 31, 2012 Notes Payable [Member]	Jan. 31, 2013 New Fork [Member]
Adjustments to Additional Paid in Capital, Other		$ 600,000	$ 48,000	$ 225,327	$ 50,000		$ 75,000	$ 50,500	$ 25,000	$ 129,500	$ 271,305	$ 263,263										$ 600,000	$ 48,000	$ 225,327	$ 50,000		$ 75,000	$ 50,500	$ 25,000	$ 129,500	$ 271,305	$ 263,263																				$ 50,000	$ 225,327
Stock Issued During Period, Shares, Other (in Shares)																																	1,000,000							3,392,308	1,906,727	1,000,000		825,000												937,727
Issuance of stock for services, shares (in Shares)																																		2,000,000	800,000		445,000	350,000	550,000	505,400			250,000	1,000,000
Issuance of Stock and Warrants for Services or Claims	100,000	32,000		17,470		24,500	38,500	25,270			25,000	25,000									98,000	31,200		17,025		24,150	37,950	24,765			24,750	24,000		2,000	800		445	350	550	505			250	1,000
Stock subscribed for cash									154,971	166,282	30,000							30,000																														154,971	166,282	30,000
Stock Issued During Period, Additional Shares, Issued for Services (in Shares)											325,000
Stock subscriptions for services											12,750																																							12,750
Stock Issued During Period, Shares, Issued for Cash (in Shares)																																		2,000,000						5,800,000	400,000	3,169,000
Stock Issued During Period, Value, Issued for Cash								250,000	28,311	117,204																																												50,000
Stock Subscriptions Accepted During the Period, Shares (in Shares)										1,300,000
Stock Subscriptions Accepted During the Period, Value								239,971		35,000
Stock Issued During Period, Value, Other																												237,579	156,435	29,000		40,425								3,392	1,407	1,000		825			(240,971)	(157,842)	(30,000)		(41,250)					131,282
Discount on stock issued to affiliates,Shares (in Shares)																																																									1,050,000
Discount on stock issued to affiliates										57,000																				57,000																											31,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares)		(300,000)																																							500,000														1,000,000
Stock Issued During Period, Value, Stock Options Exercised						448,000	106,000				75,500															448,000	106,000		4,500		75,500										500							(5,000)							50,000
(in Shares)																																									20,000
Common Stock Subscription for Services,Shares (in Shares)									875,000
Stock Issued During Period, Value, Issued for Services	100,000						38,500	25,270	70,000
Common Stock Subscription for Services,Values									154,971
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt, Subsequent Adjustments								250,000
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares)								6,000,000
Reclassification of capital to shareholder loan								(864,068)																				(864,068)
Issuance of stock in settlement of shareholder payable,Shares (in Shares)																																						250,000	400,000
Share Price (in Dollars per share)	$ 0.05		$ 0.06				$ 0.10						$ 0.05						$ 0.04																																				$ 0.05			$ 0.04			$ 0.04
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)							400,000								6,814,000	1,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item)	0.02	0.12	0.12				0.04						0.02		0.02	0.05				0.05
Warrants and Rights Outstanding (in Dollars)		2,859,820					16,000							25,417
Exercise of stock warrants ,shares (in Shares)																																			2,864,000			1,000,000	400,000
Issuance of stock in settlement of debt,shares (in Shares)																																			3,159,819	2,859,820				6,000,000
Stock Issued During Period, Value, New Issues	50,000		226,000					250,000	28,311	117,204											48,000		222,233					244,200	27,411	114,035				2,000		3,767				5,800	900	3,169
Stock Issued During Period, Shares, New Issues (in Shares)																																		2,000,000		3,766,667				5,800,000	400,000	3,169,000
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased (in Dollars per share)			$ 0.06														$ 0.06
Share-based Compensation			7,138										699,937
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted (in Shares)																																																										750,000
Stock Issued During Period, Shares, Employee Benefit Plan (in Shares)																																																											50,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share)																																																											$ 0.04
Notes Payable To Related Party																																																												600,000
Issuance of Common Shares in Settlement of Debt, Shares (in Shares)		6,323,820
Repayments of Debt		410,860
Issuance of stock in New Fork acquisition,Shares (in Shares)																																		50,000,000																											50,000,000
Proceeds from Issuance of Private Placement (in Dollars)																			$ 50,000
Shares, Issued (in Shares)																2,000,000			2,000,000															141,062,125	87,062,125	79,938,306	73,311,819	72,866,819	70,516,819	69,166,819	53,469,111	50,642,384	46,473,384	46,223,384	72,866,819	44,398,384

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Income Taxes (Detail) - The difference between the federal statutory tax rate and the effective tax rate on net income before taxes	12 Months Ended
	Jan. 31, 2013	Jan. 31, 2012
Federal statutory rate	(34.00%)	(34.00%)
Deferred tax asset valuation allowance	34.00%	34.00%
Total	0.00%	0.00%

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Condensed Consolidated Balance Sheets (USD $)	Jan. 31, 2013	Jan. 31, 2012
CURRENT ASSETS
Cash	$ 21,323	$ 315
Restricted deposits	35,000	35,000
Prepaid and other current assets	139,413	74,894
Total Current Assets	195,736	110,209
OTHER ASSETS
Mineral interests	1,400,000
Total Other Assets	1,400,000
TOTAL ASSETS	1,595,736	110,209
CURRENT LIABILITIES
Accounts payable and accrued expenses	98,996	6,614
Accounts payable and accrued expenses - related party	88,303	227,373
Notes payable shareholders	195,000	340,000
Note payable	300,000
Accounts payable and accrued expenses - shareholders	496,156	271,667
Total Current Liabilities	1,178,455	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	20,988,642	18,604,669
Accumulated (deficit) prior to exploration stage	(15,353,115)	(15,353,115)
Accumulated (deficit) during exploration stage	(5,359,307)	(4,074,060)
Total Stockholders' Equity (Deficit)	417,281	(735,445)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 1,595,736	$ 110,209

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Consolidated Statement of Stockholders` (Deficit) (USD $)	Common Stock [Member]	Additional Paid-in Capital [Member]	Capital Stock Subscribed [Member]	Accumulated Deficit prior to Development Stage [Member]	Accumulated Deficit during Development Stage [Member]	Total
Balance at Jan. 31, 2001	$ 44,398	$ 14,476,921	$ 41,250	$ (15,353,115)		$ (790,546)
Balance (in Shares) at Jan. 31, 2001	44,398,384
Contribution to capital		263,263				263,263
Issuance of subscribed shares	825	40,425	(41,250)
Issuance of subscribed shares (in Shares)	825,000
Issuance of stock for services	1,000	24,000				25,000
Issuance of stock for services (in Shares)	1,000,000
Net (loss)					(634,552)	(634,552)
Balance at Jan. 31, 2002	46,223	14,804,609		(15,353,115)	(634,552)	(1,136,835)
Balance (in Shares) at Jan. 31, 2002	46,223,384
Contribution to capital		271,305				271,305
Issuance of stock options for services		75,500				75,500
Issuance of stock for services	250	24,750				25,000
Issuance of stock for services (in Shares)	250,000
Stock subscriptions for cash			30,000			30,000
Stock subscriptions for services at $0.04 per share			12,750			12,750
Net (loss)					(586,422)	(586,422)
Balance at Jan. 31, 2003	46,473	15,176,164	42,750	(15,353,115)	(1,220,974)	(1,308,702)
Balance (in Shares) at Jan. 31, 2003	46,473,384
Contribution to capital		129,500				129,500
Issuance of subscribed shares	1,000	29,000	(30,000)
Issuance of subscribed shares (in Shares)	1,000,000
Discount on stock issued to affiliates		57,000				57,000
Stock subscriptions for cash			166,282			166,282
Issuance of stock for cash	3,169	114,035				117,204
Issuance of stock for cash (in Shares)	3,169,000
Net (loss)					(561,865)	(561,865)
Balance at Jan. 31, 2004	50,642	15,505,699	179,032	(15,353,115)	(1,782,839)	(1,400,581)
Balance (in Shares) at Jan. 31, 2004	50,642,384
Reclassification of subscription		(12,560)	12,560
Contribution to capital		25,000				25,000
Issuance of stock and subscription for services at $0.08 per share	20	1,580	70,000			71,600
Issuance of stock and subscription for services at $0.08 per share (in Shares)	20,000
Issuance of stock options for services	500	4,500	(5,000)
Issuance of stock options for services (in Shares)	500,000
Issuance of subscribed shares	1,407	156,435	(157,842)
Issuance of subscribed shares (in Shares)	1,906,727
Stock subscriptions for cash			154,971			154,971
Issuance of stock for cash	900	27,411				28,311
Issuance of stock for cash (in Shares)	400,000
Net (loss)					(474,858)	(474,858)
Balance at Jan. 31, 2005	53,469	15,708,065	253,721	(15,353,115)	(2,257,697)	(1,595,557)
Balance (in Shares) at Jan. 31, 2005	53,469,111
Reclassification of capital to shareholder loan		(864,068)				(864,068)
Contribution to capital		50,500				50,500
Issuance of subscribed shares	3,392	237,579	(240,971)
Issuance of subscribed shares (in Shares)	3,392,308
Issuance of stock for services	505	24,765				25,270
Issuance of stock for services (in Shares)	505,400
Issuance of stock for cash	5,800	244,200				250,000
Issuance of stock for cash (in Shares)	5,800,000
Issuance of stock in settlement of debt	6,000	294,000				300,000
Issuance of stock in settlement of debt (in Shares)	6,000,000
Net (loss)					(225,025)	(225,025)
Balance at Jan. 31, 2006	69,166	15,695,041	12,750	(15,353,115)	(2,482,722)	(2,058,880)
Balance (in Shares) at Jan. 31, 2006	69,166,819
Balance at Jan. 31, 2009	72,866	16,639,341	12,750	(15,353,115)	(2,194,993)	(823,151)
Balance (in Shares) at Jan. 31, 2009	72,866,819
Contribution to capital		225,327				225,327
Stock compensation expense		138,799				138,799
Issuance of stock for services	445	17,025				17,470
Issuance of stock for services (in Shares)	445,000
Net (loss)					(863,519)	(863,519)
Balance at Jan. 31, 2010	73,311	17,020,492	12,750	(15,353,115)	(3,058,512)	(1,305,074)
Balance (in Shares) at Jan. 31, 2010	73,311,819
Contribution to capital		48,000				48,000
Stock compensation expense		7,138				7,138
Issuance of stock for cash	3,767	222,233				226,000
Issuance of stock for cash (in Shares)	3,766,667
Issuance of stock in settlement of debt	2,859	168,730				171,589
Issuance of stock in settlement of debt (in Shares)	2,859,820
Net (loss)					(528,771)	(528,771)
Balance at Jan. 31, 2011	79,937	17,466,593	12,750	(15,353,115)	(3,587,283)	(1,381,118)
Balance (in Shares) at Jan. 31, 2011	79,938,306
Contribution to capital		600,000				600,000
Write off of stock subscription - no longer applicable			(12,750)		12,750
Stock compensation expense		76,741				76,741
Issuance of stock options for services (in Shares)						(300,000)
Exercise of stock warrants	2,864	41,116				43,980
Exercise of stock warrants (in Shares)	2,864,000
Exercise of stock options at $0.10 per share	300	29,700				30,000
Exercise of stock options at $0.10 per share (in Shares)	300,000
Issuance of stock for services	800	31,200				32,000
Issuance of stock for services (in Shares)	800,000
Issuance of stock in settlement of debt	3,160	359,319				362,479
Issuance of stock in settlement of debt (in Shares)	3,159,819
Net (loss)					(499,527)	(499,527)
Balance at Jan. 31, 2012	87,061	18,604,669		(15,353,115)	(4,074,060)	(735,445)
Balance (in Shares) at Jan. 31, 2012	87,062,125
Balance at Jan. 31, 2006	69,166	15,695,041		(15,353,115)	(2,482,722)	(2,058,880)
Balance (in Shares) at Jan. 31, 2006	69,166,819
Contribution to capital		75,000				75,000
Issuance of stock in settlement of shareholder payable	400	39,600				40,000
Issuance of stock in settlement of shareholder payable (in Shares)	400,000
Issuance of stock options for services		106,000				106,000
Exercise of stock warrants	400	15,600				16,000
Exercise of stock warrants (in Shares)	400,000
Issuance of stock for services	550	37,950				38,500
Issuance of stock for services (in Shares)	550,000
Net (loss)					233,471	233,471
Balance at Jan. 31, 2007	70,516	15,969,191	12,750	(15,353,115)	(2,249,251)	(1,549,909)
Balance (in Shares) at Jan. 31, 2007	70,516,819
Issuance of stock in settlement of shareholder payable	250	12,250				12,250
Issuance of stock in settlement of shareholder payable (in Shares)	250,000
Issuance of stock in settlement of notes payable at $0.05 per share	750	36,750				37,500
Issuance of stock in settlement of notes payable at $0.05 per share (in Shares)	750,000
Issuance of stock options for services		448,000				448,000
Exercise of stock warrants	1,000	99,000				100,000
Exercise of stock warrants (in Shares)	1,000,000
Issuance of stock for services	350	24,150				24,500
Issuance of stock for services (in Shares)	350,000
Net (loss)					369,837	369,837
Balance at Jan. 31, 2008	72,866	16,589,341	12,750	(15,353,115)	(1,879,414)	(557,572)
Balance (in Shares) at Jan. 31, 2008	72,866,819
Contribution to capital		50,000				50,000
Net (loss)					(315,579)	(315,579)
Balance at Jan. 31, 2009		16,639,341	12,750	(15,353,115)	(2,194,993)	(823,151)
Balance at Jan. 31, 2012	87,061	18,604,669		(15,353,115)	(4,074,060)	(735,445)
Balance (in Shares) at Jan. 31, 2012	87,062,125
Issuance of stock in New Fork acquisition	50,000	1,980,300				2,030,300
Issuance of stock in New Fork acquisition (in Shares)	50,000,000
Stock compensation expense		99,924				99,924
Issuance of stock for services	2,000	98,000				100,000
Issuance of stock for services (in Shares)	2,000,000
Issuance of stock for cash	2,000	48,000				50,000
Issuance of stock for cash (in Shares)	2,000,000
Issuance of stock warrants for debt		157,749				157,749
Net (loss)					(1,285,247)	(1,285,247)
Balance at Jan. 31, 2013	$ 141,061	$ 20,988,642		$ (15,353,115)	$ (5,359,307)	$ 417,281
Balance (in Shares) at Jan. 31, 2013	141,062,125

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Common Stock Options and Warrants (Detail) - Information about stock options (USD $)	Jan. 31, 2013	Jan. 31, 2012	Jan. 31, 2011
Weighted Average Number Outstanding	$ 0.17	$ 0.25	$ 0.25
Weighted Average Exercise Price, Options Outstanding (in Shares)	10,250,000	13,450,000	15,000,000
Weighted Average Number Exercisable (in Shares)	10,250,000
Weighted Average Exercise Price, Options Exercisable	$ 0.17
Range Of Price 0.05 [Member]
Weighted Average Number Outstanding	$ 0.05
Weighted Average Exercise Price, Options Outstanding (in Shares)	2,000,000
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)	5,650,000
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
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
Weighted Average Number Exercisable (in Shares)	100,000
Weighted Average Exercise Price, Options Exercisable	$ 0.30
Range Of Price 0.60 [Member]
Weighted Average Number Outstanding	$ 0.60
Weighted Average Exercise Price, Options Outstanding (in Shares)	2,000,000
Weighted Average Number Exercisable (in Shares)	2,000,000
Weighted Average Exercise Price, Options Exercisable	$ 0.60

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Common Stock Options and Warrants (Tables)

12 Months Ended

Jan. 31, 2013

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

Options	Number of Shares	Weighted Average Exercise Price
Outstanding at January 31, 2011	15,000,000	$0.25
Issued	2,000,000	$0.05
Exercised	(300,000)	$0.10
Expired/Cancelled	(3,250,000)	$0.09
Outstanding at January 31, 2012	13,450,000	$0.25
Issued	2,500,000	$0.06
Exercised	-	-
Expired/Cancelled	(5,700,000)	$0.31
Outstanding at January 31, 2013	10,250,000	$0.17
Exercisable at January 31, 2013	10,250,000	$0.17

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	3.30 yrs	$0.05	2,000,000	$0.05
$0.06	5,650,000	2.93yrs	$0.06	3,150,000	$0.06
$0.08	500,000	1.97 yrs	$0.08	500,000	$0.08
$0.30	100,000	1.97 yrs	$0.30	100,000	$0.30
$0.60	2,000,000	2.84 yrs	$0.60	2,000,000	$0.60

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

Warrants	Number of Shares	Weighted Average Exercise Price
Outstanding at January 31, 2011	6,626,486	$0.12
Issued	-
Exercised	-
Expired/Cancelled	(2,859,820)	$0.12
Outstanding at January 31, 2012	3,766,666	$0.12
Issued	8,814,000	$0.02
Exercised	-	-
Expired/Cancelled	(3,766,666)	$0.12
Outstanding at January 31, 2013	8,814,000	$0.02
Exercisable at January 31, 2013	8,814,000	$0.12

Share-based Compensation, Shares Authorized under Warrants, by Exercise Price Range

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	2.38 yrs	$50,000	$0.05	$0.00
$0.02	6,814,000	4.58 yrs	$136,280	$0.02	$0.00
$0.02	1,000,000	2.93 yrs	$20,000	$0.02	$0.00

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Common Stock Options and Warrants (Detail) - Warrant for Purchase of Common Stock (USD $)	12 Months Ended
	Jan. 31, 2013	Jan. 31, 2012	Aug. 31, 2012	Jun. 19, 2012	Jan. 31, 2011	Jan. 31, 2007
Outstanding	8,814,000	3,766,666			6,626,486
Outstanding (in Dollars per Item)	0.02	0.12	0.02	0.05	0.12	0.04
Exercisable at January 31, 2013	8,814,000
Exercisable at January 31, 2013 (in Dollars per share)	$ 0.12
Issued	8,814,000
Issued (in Dollars per share)	$ 0.02
Expired/Cancelled	(3,766,666)	(2,859,820)
Expired/Cancelled (in Dollars per share)	$ 0.12	$ 0.12

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Accounting Policies (Detail) (USD $)	12 Months Ended
	Jan. 31, 2013	Jan. 31, 2013 Tournigan USA Inc [Member]	Feb. 27, 2009 Tournigan USA Inc [Member]
Business Acquisition, Percentage of Voting Interests Acquired		100.00%	100.00%
Asset Impairment Charges (in Dollars)	$ 311,777

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Consolidated Statement of Stockholders` (Deficit) (Parentheticals) (USD $)	12 Months Ended
	Jan. 31, 2013	Jan. 31, 2012	Jan. 31, 2011	Jan. 31, 2008	Jan. 31, 2007	Jan. 31, 2006	Jan. 31, 2005	Jan. 31, 2004	Jan. 31, 2003	Jan. 31, 2002
Issuance of stock for services, per share (in Dollars per share)	$ 0.05			$ 0.07	$ 0.07	$ 0.05			$ 0.10	$ 0.03
Stock subscriptions for cash, per share (in Dollars per share)									$ 0.03
Stock subscriptions for services, per share (in Dollars per share)									$ 0.04
Issuance of stock for cash, per share (in Dollars per share)	$ 0.025		$ 0.06			$ 0.04	$ 0.07	$ 0.04
Issuance of stock and subscription for services, per share (in Dollars per share)							$ 0.08
Issuance of stock in settlement of debt, per share (in Dollars per share)						$ 0.05
Issuance of stock in settlement of shareholder payable, per share (in Dollars per share)				$ 0.05	$ 0.10
Exercise of stock warrants, per share (in Dollars per share)		$ 0.12		$ 0.10	$ 0.04
Issuance of stock in settlement of notes payable, per share (in Dollars per share)				$ 0.05
Exercise of stock options, per share (in Dollars per share)		$ 0.10
Minimum [Member]
Stock subscriptions for cash, per share (in Dollars per share)							$ 0.05	$ 0.02
Maximum [Member]
Stock subscriptions for cash, per share (in Dollars per share)							$ 0.10	$ 0.14

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Condensed Consolidated Balance Sheets (Parentheticals) (USD $)	Jan. 31, 2013	Jan. 31, 2012
Common stock par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in Shares)	200,000,000	200,000,000
Common stock, shares issued (in Shares)	141,062,125	87,062,125
Common stock, shares outstanding (in Shares)	141,062,125	87,062,125

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Related Party Transactions

12 Months Ended

Jan. 31, 2013

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

As of January 31, 2013 James G. Baughman, our CEO and Director, was owed $21,500 in fees and $1,154 in accrued benefits for his duties as CEO and $14,290 in expense reimbursements.  As of January 31 2013, the entire amount of $36,944 was owed to Mr. Baughman.

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Document And Entity Information (USD $)	12 Months Ended
	Jan. 31, 2013	May 10, 2013	Jul. 31, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	Cyclone Uranium Corp
Document Type	10-K
Current Fiscal Year End Date	--01-31
Entity Common Stock, Shares Outstanding		141,062,125
Entity Public Float			$ 1,654,773
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	Jan. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY

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Subsequent Events

12 Months Ended

Jan. 31, 2013

Subsequent Events [Text Block]

Note 11. Subsequent Events

The Company is currently trying to raise equity capital through a private placement transaction and on April 26, 2013 and April 30, 2013 it accepted subscription agreements from two investors for $10,000 and $25,000 by the issuance of 500,000 shares and 1,250,000 shares respectively at $0.02 per share.  Each share included one-half warrant exercisable at $0.25 per share.

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Condensed Consolidated Statements of Operations (USD $)	12 Months Ended		144 Months Ended
	Jan. 31, 2013	Jan. 31, 2012	Jan. 31, 2013
REVENUE			$ 44,240
COSTS AND EXPENSES
Cost of revenue			50,000
Exploration expense	216,563	128,739	1,662,586
Impairment of mineral interests	311,777		621,277
Write down of inventory to market value			125,000
General and administrative	542,979	344,551	4,559,712
TOTAL OPERATING EXPENSES	1,071,319	473,290	7,018,575
(LOSS) FROM OPERATIONS	(1,071,319)	(473,290)	(6,974,335)
OTHER INCOME (EXPENSES)
Interest expense - related party	(38,528)	(27,280)	(162,032)
Interest expense	(175,404)		(175,404)
Relief of payables and other indebtedness			66,935
Other income		504	2,404,688
Interest income	4	539	37,709
TOTAL OTHER INCOME (EXPENSES)	(213,928)	(26,237)	2,171,896
(LOSS) BEFORE TAXES	(1,285,247)	(499,527)	(4,802,439)
INCOME TAXES			556,868
NET (LOSS)	$ (1,285,247)	$ (499,527)	$ (5,359,307)
NET LOSS PER COMMON SHARE, BASIC AND DILUTED (in Dollars per share)	$ (0.01)	$ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED (in Shares)	134,284,043	82,162,652

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Notes Payable

12 Months Ended

Jan. 31, 2013

Mortgage Notes Payable Disclosure [Text Block]

Note 5.  Notes Payable

Shareholders

In 2005, a shareholder advanced $30,000 to the Company for working capital purposes and to assist in identification of new mining properties.  This loan is due on demand and bore interest at 5% per annum through January 31, 2009, at which time the interest rate was increased to 10% per annum.  During the years ended January 31, 2010 and 2009, the shareholder advanced an additional $50,000 and $80,000, respectively, under substantially identical terms. On August 31, 2011 the shareholder advanced a further $150,000 and added an additional $30,000 on Oct 27, 2011, for a loan total of $340,000 at January 31, 2012. The additional loans were drafted under identical terms of previous loans advanced to the Company in the current year. Payments of $180,000 were made on these loans during the year ended January 31, 2013. As of January 31, 2013 principal and interest due are $160,000 and $82,067.

On January 7, 2013, the Company entered into an agreement with a shareholder in the form of a promissory note payable, in the amount of $35,000. The terms of the note include an interest rate of 15% that is accrued and paid at the time of maturity. The note and accrued interest are due and payable July 7, 2013. As of January 31, 2013, the Company recorded $360 in accrued interest. In connection with a note payable, the Company issued a Warrant to purchase 1,000,000 shares of common stock, exercisable on or before January 7, 2016 at $0.02 per share.  The fair value at the date of grant was $25,417 using a Black Scholes option pricing model using inputs described in Note 8, and the full expense was recorded as of the date of issuance.

Non-affiliated

On August 31, 2012 the Company entered into a $300,000 bridge loan financing arrangement with an unaffiliated accredited investor, the proceeds of which were used to pay maintenance fees to the Bureau of Land Management and general operating expenses of the Company.  The note payable bears interest at a rate of 15% per annum and was due and payable on or before October 30, 2012.  As of January 31, 2013, the Company was unable to repay the note, thus, the Company is in default on the note.  The default interest rate is 45%. As of January 31, 2013 the balance due, including interest, is $343,073. In addition, the note is secured by all of the property of the Company. We are currently engaged in discussions with the lender with regard to negotiating an extension on the note.

In connection with the financing agreement, the Company issued a Warrant to purchase 6,814,000 shares of common stock, exercisable on or before August 31, 2017 at $0.02 per share.  The fair value at the date of grant was $132,332  using a Black Scholes option pricing model using inputs described in Note 8, and the full expense was recorded as of the date of issuance.

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Acquisition of New Fork Uranium Corporation

12 Months Ended

Jan. 31, 2013

Business Combination Disclosure [Text Block]

NOTE 4 - 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	$ 2,030,300
	Total	$ 2,030,300
	Mineral rights	$1,711,777

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 $311,777 for the year ended January 31, 2013. The Company re-evaluated the carry value of the mineral rights at January 31, 2013 with no additional impairment.

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Income Taxes (Tables)

12 Months Ended

Jan. 31, 2013

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

January 31,	2013	2012
Domestic	$(1,260,715)	$(499,527)
Net (loss) before taxes	$(1,260,715)	$(499,527)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

January 31,	2013	2012
Federal statutory rate	(34.0)%	(34.0)%
Deferred tax asset valuation allowance	34.0	34.0
Total	0.0%	0.0%

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Accounting Policies, by Policy (Policies)

12 Months Ended

Jan. 31, 2013

Business Combinations Policy [Policy Text Block]

Business Activities

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

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The consolidated financial statements include the accounts of Cyclone and its 100% owned subsidiaries, Tournigan USA Inc., that was acquired on February 27, 2009 and New Fork Uranium Corp that was acquired on March 14, 2012. Ownership interests in corporations where the Company maintains significant influence over but not control of the entity are accounted for under the equity method. Joint ventures involving non-producing properties are accounted for at cost. All intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

For purposes of balance sheet classification and the statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Business Combinations and Other Purchase of Business Transactions, Policy [Policy Text Block]

Mineral Interests

The Company capitalizes certain costs related to the acquisition of mineral rights.

Exploration and development costs are expensed as incurred unless proven and probable reserves exist and the property is a commercially mineable property.  Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are also capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded.

The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

Property, Plant and Equipment, Policy [Policy Text Block]

Property, Plant & Equipment

Property, plant and equipment are stated at cost. Depreciation on mining assets is provided by the units of production method by reference to the ratio of units produced to total estimated production (proven and probable reserves).

Depreciation on non-mining assets is provided by the straight-line method over the estimated service lives of the respective assets.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-Based Compensation

The Company accounts for equity instruments issued to employees for services based on the fair value of the equity instruments issued and accounts for equity instruments issued to other than employees based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable.

The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the vesting period, if any, of the stock option.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

Sales revenue is recognized upon the production of metals having a fixed monetary value.  Metal inventories are recorded at estimated net realizable value, except in cases where there is no immediate marketability at a quoted market price, in which case they are recorded at the lower of cost or net realizable value.

Gains on the sale of mineral interests include the excess of the net proceeds from sales over the Company's net book value in that property.

Generative exploration program fees, received as part of an agreement whereby a third party agrees to fund a generative exploration program in connection with mineral deposits in areas not previously recognized as containing mineralization in exchange for the right to enter into a joint venture in the future to further explore or develop specifically identified prospects, are recognized as revenue in the period earned.

Foreign Operation Policy [Policy Text Block]

Foreign Operations

The Company operates in the United States of America.  As with all types of international business operations, currency fluctuations, exchange controls, restrictions on foreign investment, changes to tax regimes, and political action could impact the Company's financial condition or results of operations.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency Translation

The functional currency for the Company’s operations is the US dollar. The assets and liabilities of any foreign subsidiaries are translated at the rate of exchange in effect at the balance sheet date. Income and expenses are translated using the weighted average rates of exchange prevailing during the period which the foreign subsidiary was owned. The related translation adjustments are reflected in the accumulated translation adjustment section of stockholders' (deficit).

Environmental Costs, Policy [Policy Text Block]

Environmental and Reclamation Costs

The Company currently has no active reclamation projects at its past drilling sites, having completed all such work.  Expenditures relating to ongoing environmental and reclamation programs would either be expensed as incurred or capitalized and depreciated depending on the status of the related mineral property and their future economic benefits. The recording of provisions generally commences when a reasonably definitive estimate of cost and remaining project life can be determined.

Income Tax, Policy [Policy Text Block]

Income Taxes

Deferred income tax assets and liabilities are recognized for the expected future income tax consequences of events that have been included in the consolidated financial statements or income tax returns. Deferred income tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities using tax rates in effect for the years in which the differences are expected to reverse.

In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carry forwards.

The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions.  The Company has identified its federal tax return and its state tax return in Colorado as “major” tax jurisdictions, as defined.  The Company is not currently under examination by the Internal Revenue Service or any other jurisdiction.  The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow.  Therefore, no reserves for uncertain income tax positions have been recorded.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

The Company maintains cash in accounts which may, at times, exceed federally insured limits.  To date, these concentrations of credit risk have not had a significant impact on the Company’s financial position or results of operations.

The Company will sell most of its metal production to a limited number of customers. However, due to the nature of the metals market, the Company is not dependent upon a significant customer to provide a market for its products.

Although the Company could be directly affected by weakness in the metals processing business, the Company monitors the financial condition of its customers and considers the risk of loss to be remote.

Inventory, Policy [Policy Text Block]

Inventory

Inventory is valued at the lower of cost or market on a first-in first-out basis. The Company had no inventory on hand at January 31, 2013 or 2012.

Use of Estimates, Policy [Policy Text Block]

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2013 and 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, restricted deposits, prepaid and other current assets, accounts payable and accrued expenses, and notes payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Long Lived Assets

Long-lived assets and certain identifiable intangibles held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired.  Management has not identified any material impairment losses as of the date of these financial statements. The Company recorded an impairment charge of $311,777 for the year ended January 31, 2013.

Earnings Per Share, Policy [Policy Text Block]

Net Income (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 common shares and dilutive common stock equivalents outstanding. During the periods when they are anti dilutive, common stock equivalents are not considered in the computation.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Pronouncements

The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the SEC, and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company.  The Company adopted the following new accounting standards during the year ended January 31, 2013:

In May 2011, the FASB issued ASU Topic 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”)” Under Topic 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. Topic 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. The adoption of Topic 2011-04 did not have a material impact on its consolidated results of operation and financial condition.

Effective June 16, 2011, the FASB issued ASU Topic 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” which amended current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholder’ deficit. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income that contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. In December 2011, the FASB deferred the requirement to present components of reclassifications of other comprehensive income on the face of the income statement that had previously been included in the June 2011 amended standard. These amended standards are applied for interim and annual periods beginning after December 15, 2011. The adoption of Topic 2011-04 did not have a material impact on its consolidated results of operation and financial condition.

In December 2011, the FASB issued Topic 2011-11, “Disclosures about Offsetting Assets and Liabilities.” The objective of Topic 2011-11 is to enhance disclosures by requiring improved information about financial instruments and derivative instruments in relation to netting arrangements. Topic 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. The Company is currently evaluating the impact of this guidance; however, since this update affects disclosures only, it is not expected to have a material impact on the Company's consolidated financial statements.

In July 2012, the FASB issued new accounting guidance intended to simplify the testing of indefinite-lived intangible assets for impairment. Entities will be allowed the option to first perform a qualitative assessment on impairment for indefinite-lived intangible assets to determine whether a quantitative assessment is necessary. This guidance is effective for impairment tests performed in the interim and annual periods for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

On February 5, 2013, the FASB issued ASU Topic 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which adds additional disclosure requirements relating to the reclassification of items out of accumulated other comprehensive income.  This Topic is effective for the first quarter of 2013 and affects disclosures only, it is not expected to have a material impact on the Company’s consolidated results of operation and financial condition.

There were various other updates recently issued.  None of the updates are expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

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Common Stock Options and Warrants

12 Months Ended

Jan. 31, 2013

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

NOTE 8 - Common Stock Options and Warrants    

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

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

On March 29, 2012, the Company issued stock options of 2,500,000 to the officers and directors. The options were priced at $0.06 per share and expire five years from the date of issuance. The fair value of the option grant was estimated on the date of grant utilizing the Black-Scholes option pricing model. The fair value of these options was determined to be $99,924 based on the following assumptions: expected life of options of 5 years, expected volatility of 305.3%, risk-free interest rate of 1.01% and no dividend yield.

Options	Number of Shares	Weighted Average Exercise Price
Outstanding at January 31, 2011	15,000,000	$0.25
Issued	2,000,000	$0.05
Exercised	(300,000)	$0.10
Expired/Cancelled	(3,250,000)	$0.09
Outstanding at January 31, 2012	13,450,000	$0.25
Issued	2,500,000	$0.06
Exercised	-	-
Expired/Cancelled	(5,700,000)	$0.31
Outstanding at January 31, 2013	10,250,000	$0.17
Exercisable at January 31, 2013	10,250,000	$0.17

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

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	3.30 yrs	$0.05	2,000,000	$0.05
$0.06	5,650,000	2.93yrs	$0.06	3,150,000	$0.06
$0.08	500,000	1.97 yrs	$0.08	500,000	$0.08
$0.30	100,000	1.97 yrs	$0.30	100,000	$0.30
$0.60	2,000,000	2.84 yrs	$0.60	2,000,000	$0.60

During the year ended January 31, 2013, 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 year ended January 31, 2013, 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 fully expensed on the date of issuance.

On January 7, 2013, in connection with a note payable, the Company entered into a Warrant for Purchase of Common Stock agreement with a related party investor. As stated in the agreement, the Company granted 1,000,000 shares of common stock, exercisable on or before January 7, 2016 at $0.02 per share. The fair value of these warrants at the date of grant was $25,417 using a Black Scholes option pricing model and the following assumptions: expected life of warrants is three years, expected volatility rate of 210.18%, risk free rate of 0.41%, and an exercise price of $0.02.  The $25,417 was fully expensed on the date of issuance.

Warrants	Number of Shares	Weighted Average Exercise Price
Outstanding at January 31, 2011	6,626,486	$0.12
Issued	-
Exercised	-
Expired/Cancelled	(2,859,820)	$0.12
Outstanding at January 31, 2012	3,766,666	$0.12
Issued	8,814,000	$0.02
Exercised	-	-
Expired/Cancelled	(3,766,666)	$0.12
Outstanding at January 31, 2013	8,814,000	$0.02
Exercisable at January 31, 2013	8,814,000	$0.12

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

Exercise Price	Number of Shares	Remaining Contractual Life	Exercise Price Times Number of Shares	Weighted Average Exercise Price	Aggregate Intrinsic Value
$0.05	1,000,000	2.38 yrs	$50,000	$0.05	$0.00
$0.02	6,814,000	4.58 yrs	$136,280	$0.02	$0.00
$0.02	1,000,000	2.93 yrs	$20,000	$0.02	$0.00

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Asset Retirement Obligation and Restricted Deposits

12 Months Ended

Jan. 31, 2013

Asset Retirement Obligation Disclosure [Text Block]

Note 6.  Asset Retirement Obligation 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 general corporate purposes.

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 general corporate purposes.

The balance of restricted deposits at January 31, 2013 was $35,000, which will be released upon future inspection by the Arizona BLM.

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Stockholders' (Deficit)

12 Months Ended

Jan. 31, 2013

Stockholders' Equity Note Disclosure [Text Block]

Note 7.  Stockholders' (Deficit)

During the year ended January 31, 2002, a shareholder contributed $263,263 to the capital of the Company to be used primarily for the identification and assessment of mining properties.  The Company issued 825,000 shares of common stock which had been subscribed for in a prior year.  The Company issued 1,000,000 shares of common stock in exchange for consulting services, which were valued at their fair market value of $25,000.

During the year ended January 31, 2003, a shareholder contributed $271,305 to the capital of the Company to be used primarily for the identification and assessment of mining properties.  The Company issued 250,000 shares of common stock in exchange for consulting services, which were valued at their fair market value of $25,000.  During the year ended January 31, 2003, the Company received cash aggregating $30,000 related to a stock subscription for 1,000,000 common shares from a director. In addition, the Company agreed to issue 325,000 shares of common stock for services. These shares were valued at their fair market value of $12,750 and charged to operations during the year ended January 31, 2003.

During the year ended January 31, 2004, a shareholder contributed $129,500 to the capital of the Company to be used primarily for the identification and assessment of mining properties.  The Company issued an aggregate of 3,169,000 shares of common stock for cash of $117,204.  In addition, the Company accepted stock subscriptions for 1,300,000 shares of common stock for cash of $35,000 and 937,727 shares of common stock for the forgiveness of salary due to an officer of $131,282. One of the cash subscriptions for 1,050,000 shares is with an affiliate and the discount on the shares from fair market value of $31,500 has been charged to operations during the year ended January 31, 2004.

During the year ended January 31, 2005, a shareholder contributed $25,000 to the capital of the Company to be used primarily for the identification and assessment of mining properties.  The Company issued 1,906,727 shares of common stock for stock subscriptions of $157,842. The Company issued 400,000 shares of common stock for cash aggregating $28,311. In addition, certain affiliates exercised options to purchase 500,000 shares of common stock for $5,000. The Company also issued 20,000 shares of common stock for services and recorded a subscription for 875,000 shares of common stock valued at fair market value of $70,000 for services. In addition the Company received $154,971 for stock subscriptions.

During the year ended January 31, 2006, the Company issued 3,392,308 shares of common stock for stock subscriptions of $239,971. The Company issued 5,800,000 shares of common stock for cash aggregating $250,000. In addition, loans outstanding in the amount of $250,000 were converted to 6,000,000 shares of common stock.  The Company issued 505,400 shares of common stock for services valued at fair market value of $25,270.  In addition, $864,068 of capital contributions made by a Company controlled by a shareholder in prior years were reclassified as notes payable and fully repaid during the year ended January 31, 2008.

During the year ended January 31, 2007, the Company issued 400,000 shares of common stock at $0.10 per share in settlement of amounts due to a shareholder. The Company issued 550,000 shares of common stock for services valued at fair market value of $38,500, and issued options valued at $106,000.  In addition, a shareholder exercised warrants to purchase 400,000 shares of common stock at $0.04 per share, reducing amounts owed by the Company in the amount of $16,000.

During the year ended January 31, 2008, the Company issued 1,000,000 warrants which were exercised in settlement of amounts due to a shareholder.  Two directors exercised stock options for a total of 1,000,000 shares of common stock at $0.05 per share in exchange for debt of $50,000. In addition the Company issued 350,000 shares of common stock for services valued at fair market value of $24,500.

During the year ended January 31, 2009, a shareholder forgave accounts payable and accrued expenses in the amount of $50,000.  This amount was recorded as a contribution to capital.

During the year ended January 31, 2010, a related party forgave notes payable in the amount of $225,327.  This amount was recorded as a contribution to capital.

During the year ended January 31, 2011, the Company issued 2,859,820 shares of common stock at $0.06 per share in settlement of amounts due to two shareholders.  The Company completed a private placement in the amount of $226,000 by issuance of 3,766,667 shares of common stock at $0.06 per share. Each share included a warrant exercisable at $0.12 over two years.  The Company granted options valued at $7,138 for investor relations services.  In addition, a related party contributed $48,000 to capital. 

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

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

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Income Taxes

12 Months Ended

Jan. 31, 2013

Income Tax Disclosure [Text Block]

Note 9.  Income Taxes

The components of net (loss) before taxes for the Company's domestic and prior foreign operations were as follows:

January 31,	2013	2012
Domestic	$(1,260,715)	$(499,527)
Net (loss) before taxes	$(1,260,715)	$(499,527)

The difference between the federal statutory tax rate and the effective tax rate on net income before taxes is as follows:

January 31,	2013	2012
Federal statutory rate	(34.0)%	(34.0)%
Deferred tax asset valuation allowance	34.0	34.0
Total	0.0%	0.0%

The Company has federal tax loss carry forwards of approximately $5.725 million at January 31, 2013, which expire through 2032. The principal difference between the net loss reported for income tax purposes and the net loss reported for financial reporting purposes relates to stock based compensation expense.

The Company has a deferred tax asset of approximately $ 1.9 million resulting from the net operating loss carry forwards.  At this time, the Company is unable to determine if it will be able to benefit from its deferred tax asset.  Accordingly, a valuation allowance has been established for the entire deferred tax asset.  The change in the valuation allowance was approximately $ 385,000 for the year ended January 31, 2013.

In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s net operating loss carry forward may be subject to an annual limitation in the event of change in control.

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Common Stock Options and Warrants (Detail) - The Company issued stock options Activity (USD $)	12 Months Ended
	Jan. 31, 2013	Jan. 31, 2012	Jan. 31, 2011
Outstanding	10,250,000	13,450,000	15,000,000
Outstanding (in Dollars per share)	$ 0.17	$ 0.25	$ 0.25
Exercisable at January 31, 2013	10,250,000
Exercisable at January 31, 2013 (in Dollars per share)	$ 0.17
Issued	2,500,000	2,000,000
Issued (in Dollars per share)	$ 0.06	$ 0.05
Exercised		(300,000)
Exercised (in Dollars per share)		$ 0.10
Expired/Cancelled	(5,700,000)	(3,250,000)
Expired/Cancelled (in Dollars per share)	$ 0.31	$ 0.09

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Acquisition of New Fork Uranium Corporation (Tables)

12 Months Ended

Jan. 31, 2013

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	$ 2,030,300
	Total	$ 2,030,300
	Mineral rights	$1,711,777

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Mineral Interests (Detail) (USD $)	0 Months Ended		12 Months Ended						0 Months Ended	12 Months Ended
	Sep. 30, 2010	Dec. 15, 2009	Jan. 31, 2012	Jan. 31, 2013	Feb. 27, 2009	Jan. 31, 2013 Tournigan USA Inc [Member]	Jan. 31, 2012 Tournigan USA Inc [Member]	Feb. 27, 2009 Tournigan USA Inc [Member]	Dec. 22, 2010 Tournigan Energy Ltd [Member]	Jan. 31, 2013 Tournigan Energy Ltd [Member]	Jan. 31, 2013 1% NSR Royalty [Member]	Dec. 15, 2009 Promissory Notes [Member]
Business Acquisition, Percentage of Voting Interests Acquired						100.00%		100.00%
Reclamation Bond, Part Payment, Amount of First Installment		$ 100,000	$ 35,000		$ 930,000		$ 325,327	$ 325,327				$ 100,000
Business Acquisition, Percentage of Contributing Working Interest					30.00%
Business Acquisition, Percentage of Net Profits Interest					5.00%
Reclamation Bond, First Installment due Date		Dec. 31, 2008
Reclamation Bond, Subsequent Installment due Date	Dec. 31, 2008
Repayments of Debt			410,860						130,000
Due to Related Parties										600,000
Debt Instrument, Decrease, Forgiveness										600,000
Royalty Revenue										10,000,000	5,000,000
Royalty Expense										3,000,000
Mineral Properties, Accumulated Impairment				$ 309,500

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Related Party Transactions (Detail) (USD $)	12 Months Ended
	Jan. 31, 2013	Jan. 31, 2011
Minex Exploration [Member]
Mining Claims, Maintenance Services Cost	$ 51,359	$ 86,358
CEO and Director [Member] | Director's Fees [Member]
Due to Related Parties	21,500
CEO and Director [Member] | Accrued Benefits [Member]
Due to Related Parties	1,154
CEO and Director [Member] | Expense Reimbursements [Member]
Due to Related Parties	14,290
CEO and Director [Member]
Due to Related Parties	$ 36,944

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Condensed Consolidated Statements of Cash Flows (USD $)	12 Months Ended		144 Months Ended
	Jan. 31, 2013	Jan. 31, 2012	Jan. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (1,285,247)	$ (499,527)	$ (5,359,307)
Income from sale of mineral interests			(2,235,000)
Writedown of inventory to market value			125,000
Impairment of mineral interests	311,777		621,277
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	257,673	76,741	333,173
Stock based compensation			699,937
Stock option expense			76,741
Inventory			50,000
Prepaid and other current assets	(4,831)		(76,523)
Accounts payable and accrued expenses	139,072	74,057	649,212
Asset retirement obligation			(52,000)
Accounts payable and accrued expenses - shareholders			530,856
Net cash (used in) operating activities	(481,556)	(253,449)	(4,193,943)
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		15,000	895,000
Net cash provided by investing activities	297,564	15,000	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		180,000	350,500
Proceeds from notes payable - shareholder	335,000		335,000
Repayment of note payable - shareholder	(180,000)		(1,181,568)
Capital contribution by shareholder			689,068
Net cash provided by financing activities	205,000	180,000	754,486
INCREASE(DECREASE) IN CASH	21,008	(58,449)	936
Cash, beginning of period	315	58,764	20,387
Cash, end of period	21,323	315	21,323
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	$ 2,030,300		$ 2,030,300

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Mineral Interests

12 Months Ended

Jan. 31, 2013

Mineral Industries Disclosures [Text Block]

Note 3. 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 January 31, 2013, 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 Cyclone 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, Cyclone 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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Mineral Interests (Detail) - The transaction described relating to the acquisition of TUSA (USD $)	Jan. 31, 2013
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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Income Taxes (Detail) (USD $)	Jan. 31, 2013
Deferred Tax Assets, Operating Loss Carryforwards	$ 1,900,000
Operating Loss Carryforwards, Valuation Allowance	385,000
Domestic Tax Authority [Member]
Operating Loss Carryforwards	$ 5,725,000

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Mineral Interests (Tables)

12 Months Ended

Jan. 31, 2013

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