FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2013
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT
Commission file number: 0-17386
CYCLONE URANIUM CORPORATION
(Exact name of the registrant as specified in its charter)
Nevada | 88-0227654 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
2186 S. Holly St., Suite 104
Denver, CO 80222
(Address of principal executive offices)
303-800-0678
Telephone number, including
Area code
(Former name or former address if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting Company x
There were 149,062,125 shares of the issuer's common stock, par value $0.001, outstanding as of September 6, 2013.
1
EXCHANGE RATES
Except as otherwise indicated, all dollar amounts described in this Report are expressed in United States (US) dollars.
CONVERSION TABLE
For ease of reference, the following conversion factors are provided:
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1 mile = 1.6093 kilometers | 1 metric tonne = 2,204.6 pounds |
1 foot = 0.305 meters | 1 ounce (troy) = 31.1035 grams |
1 acre = 0.4047 hectare | 1 imperial gallon = 4.5546 liters |
1 long ton = 2,240 pounds | 1 imperial gallon = 1.2010 U.S. gallons |
Forward Looking Statements
The Company desires to take advantage of the "safe harbor" provisions contained in Section 27A of the Securities Act of 1933, as amended (the "1933 Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is including this statement herein in order to do so:
From time to time, the Company's management or persons acting on the Company's behalf may wish to make, either orally or in writing, forward-looking statements (which may come within the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act), to inform existing and potential security holders regarding various matters including, without limitation, projections regarding financial matters, timing regarding transfer of licenses and receipts of government approvals, effects of regulation and completion of work programs.
Such forward-looking statements are generally accompanied by words such as "estimate," "project," "predict," "believes," "expect," "anticipate," "goal" or other words that convey the uncertainty of future events or outcomes. Forward-looking statements by their nature are subject to certain risks, uncertainties and assumptions and will be influenced by various factors. Should one or more of these forecasts or underlying assumptions prove incorrect, actual results could vary materially.
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ITEM 1. Financial Statements and Notes
(An Exploration Stage Company) |
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CONDENSED CONSOLIDATED BALANCE SHEETS |
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July 31,
2013
(unaudited) |
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January 31,
2013 | ||
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ASSETS |
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CURRENT ASSETS |
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Cash | $ | 22,563 |
| $ | 21,323 |
Restricted deposits |
| 35,106 |
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| 35,000 |
Prepaid and other current assets |
| 19,202 |
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| 139,413 |
Total Current Assets |
| 76,871 |
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| 195,736 |
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OTHER ASSETS |
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Mineral interests |
| 1,400,000 |
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| 1,400,000 |
Total Other Assets |
| 1,400,000 |
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| 1,400,000 |
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TOTAL ASSETS | $ | 1,476,871 |
| $ | 1,595,736 |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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CURRENT LIABILITIES |
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Accounts payable and accrued expenses | $ | 151,428 |
| $ | 98,996 |
Accounts payable and accrued expenses - related party |
| 79,927 |
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| 88,303 |
Notes payable-shareholders |
| 195,000 |
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| 195,000 |
Note payable |
| 300,000 |
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| 300,000 |
Accounts payable and accrued expenses - shareholders |
| 521,432 |
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| 496,156 |
Total Current Liabilities |
| 1,247,787 |
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| 1,178,455 |
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STOCKHOLDERS' EQUITY (DEFICIT) |
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Common stock, $0.001 par value, 600,000,000 shares authorized 149,062,125 and 141,062,125 shares issued and outstanding, respectively | 149,061 |
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| 141,061 | |
Additional paid-in capital |
| 21,213,750 |
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| 20,988,642 |
Accumulated (deficit) prior to exploration stage |
| (15,353,115) |
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| (15,353,115) |
Accumulated (deficit) during exploration stage |
| (5,780,612) |
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| (5,359,307) |
Total Stockholders' Equity (Deficit) |
| 229,084 |
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| 417,281 |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ | 1,476,871 |
| $ | 1,595,736 |
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The accompanying notes are an integral part of these condensed consolidated financial statements. |
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(An Exploration Stage Company) |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
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February 1, 2001 (Inception of ExplorationStage)
to July 31, | |
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For the three months ended
July 31, |
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For the six months ended
July 31, |
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2013 |
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2012 |
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2013 |
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2012 |
| 2013 | |||||
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(unaudited) |
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(unaudited) |
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(unaudited) |
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(unaudited) |
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REVENUE | $ | - |
| $ | - |
| $ | - |
| $ | - |
| $ | 44,240 |
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COSTS AND EXPENSES |
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Cost of revenue |
| - |
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| - |
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| - |
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| - |
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| 50,000 |
Exploration expense |
| 54,166 |
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| 66,039 |
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| 102,914 |
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| 97,784 |
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| 1,765,500 |
Impairment of mineral interests |
| - |
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| - |
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| - |
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| 281,477 |
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| 621,277 |
Write down of inventory to fair value |
| - |
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| - |
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| - |
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| - |
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| 125,000 |
General and administrative |
| 126,452 |
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| 112,415 |
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| 230,391 |
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| 272,738 |
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| 4,790,103 |
TOTAL OPERATING EXPENSES |
| 180,618 |
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| 178,454 |
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| 333,305 |
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| 651,999 |
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| 7,351,880 |
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(LOSS) FROM OPERATIONS |
| (180,618) |
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| (178,454) |
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| (333,305) |
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| (651,999) |
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| (7,307,640) |
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OTHER INCOME (EXPENSES) |
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Interest expense - related party |
| - |
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| - |
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| - |
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| - |
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| (162,032) |
Interest expense |
| (34,872) |
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| (6,777) |
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| (68,606) |
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| (15,325) |
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| (244,010) |
Interest expense - shareholder |
| (9,232) |
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| (19,500) |
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| (19,500) |
Relief of payables and other indebtedness |
| - |
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| - |
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| - |
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| - |
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| 66,935 |
Other income |
| - |
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| - |
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| 106 |
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| - |
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| 2,404,794 |
Interest income |
| - |
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| - |
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| - |
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| - |
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| 37,709 |
TOTAL OTHER INCOME (EXPENSES) |
| (44,104) |
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| (6,777) |
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| (88,000) |
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| (15,325) |
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| 2,083,896 |
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(LOSS) BEFORE TAXES |
| (224,722) |
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| (185,231) |
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| (421,305) |
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| (667,324) |
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| (5,223,744) |
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INCOME TAXES |
| - |
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| - |
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| - |
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| - |
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| 556,868 |
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NET (LOSS) | $ | (224,722) |
| $ | (185,231) |
| $ | (421,305) |
| $ | (667,324) |
| $ | (5,780,612) |
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NET LOSS PER COMMON SHARE, BASIC AND DILUTED | $ | (0.00) |
| $ | (0.00) |
| $ | (0.00) |
| $ | (0.01) |
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WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED |
| 146,869,190 |
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| 140,170,821 |
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| 144,024,832 |
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| 127,393,617 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
(An Exploration Stage Company) |
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STATEMENTS OF CASH FLOWS |
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Period from February 1, 2001
(Inception of
Exploration Stage
to July 31, 2013 | |
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Six months ended |
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July 31,
2013 |
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July 31,
2012 |
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(unaudited) |
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(unaudited) |
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(unaudited) | |||
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net (loss) | $ | (421,305) |
| $ | (667,324) |
| $ | (5,780,612) |
Adjustments to reconcile net (loss) to net cash (used in) operating activities: |
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Income from sale of mineral interests |
| - |
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| - |
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| (2,235,000) |
Writedown of inventory to market value |
| - |
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| - |
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| 125,000 |
Impairment of mineral interests |
| - |
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| 281,477 |
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| 621,277 |
Relief of payables and other indebtedness |
| - |
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| - |
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| (66,935) |
Depreciation |
| - |
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| - |
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| 7,062 |
Common stock issued for services |
| - |
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| - |
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| 419,814 |
Stock subscriptions related to services provided |
| - |
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| 100,000 |
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| 82,750 |
Stock options issued for services |
| - |
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| - |
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| 333,173 |
Stock based compensation |
| - |
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| - |
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| 699,937 |
Stock option expense |
| 73,108 |
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| 99,924 |
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| 149,849 |
Changes in assets and liabilities: |
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Inventory |
| - |
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| - |
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| 50,000 |
Prepaid and other current assets |
| 120,105 |
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| 56,912 |
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| 43,582 |
Accounts payable and accrued expenses |
| 52,433 |
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| (56,483) |
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| 701,645 |
Accounts payable and accrued expenses, related party |
| (8,376) |
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| - |
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| (8,376) |
Asset retirement obligation |
| - |
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| - |
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| (52,000) |
Accounts payable and accrued expenses - shareholders |
| 25,275 |
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| 32,820 |
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| 556,131 |
Net cash (used in) operating activities |
| (158,760) |
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| (152,674) |
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| (4,352,703) |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Cash received in New Fork acquisition |
| - |
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| 297,564 |
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| 297,564 |
Cash received in Tournigan acquisition |
| - |
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| - |
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| 12,829 |
Proceeds from sale of mineral interests |
| - |
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| - |
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| 2,235,000 |
Release of reclamation bonds |
| - |
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| - |
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| 895,000 |
Net cash provided by investing activities |
| - |
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| 297,564 |
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| 3,440,393 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Repayment of amounts due to Tournigan Energy, Inc. |
| - |
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| - |
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| (330,000) |
Cash received from sale of common stock |
| 160,000 |
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| 50,000 |
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| 1,016,486 |
Proceeds from the exercise of stock options |
| - |
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| - |
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| 35,000 |
Proceeds from notes payable |
| - |
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| - |
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| 335,000 |
Proceeds from notes payable - shareholder |
| - |
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| - |
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| 350,500 |
Repayment of note payable - shareholder |
| - |
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| (149,000) |
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| (1,181,568) |
Capital contribution by shareholder |
| - |
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| - |
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| 689,068 |
Net cash provided by financing activities |
| 160,000 |
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| (99,000) |
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| 914,486 |
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INCREASE(DECREASE) IN CASH |
| 1,240 |
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| 45,890 |
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| 2,176 |
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Cash, beginning of period |
| 21,323 |
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| 315 |
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| 20,387 |
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Cash, end of period | $ | 22,563 |
| $ | 46,205 |
| $ | 22,563 |
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NON-CASH INVESTING AND FINANCING ACTIVITIES: |
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Reclassification of capital contributions to note payable | $ | - |
| $ | - |
| $ | 864,068 |
Conversion of notes payable and accrued interest to common stock | $ | - |
| $ | - |
| $ | 329,181 |
Conversion of amounts due to shareholders to common stock | $ | - |
| $ | - |
| $ | 374,089 |
Conversion of amounts due to shareholders upon exercise of stock warrants | $ | - |
| $ | - |
| $ | 347,498 |
Common shares issued for stock subscriptions - shareholder | $ | - |
| $ | - |
| $ | 433,813 |
Conversion of amounts due to affiliate to stock subscription | $ | - |
| $ | - |
| $ | 131,282 |
Purchase of inventory via direct payment by shareholder | $ | - |
| $ | - |
| $ | 175,000 |
Contribution of accounts payable and accrued expenses - shareholder | $ | - |
| $ | - |
| $ | 50,000 |
Contribution of amounts due Tournigan Energy Ltd to capital | $ | - |
| $ | - |
| $ | 873,327 |
Common shares issued for New Fork acquisition | $ | - |
| $ | 2,000,000 |
| $ | 2,030,300 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
CYCLONE URANIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2013
(Unaudited)
NOTE 1 Nature of Operations and Basis of Presentation
Cyclone Uranium Corporation (Cyclone or the Company), and its subsidiaries are engaged in the business of mining and mineral exploration. This includes locating, acquiring, exploring, improving, leasing and developing mineral interests, primarily in the field of precious metals.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) pursuant to Item 210 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year ended January 31, 2013.
The accounting policies followed by the Company are set forth in Note 1 to the Companys consolidated financial statements in the Report on Form 10-K for the year ended January 31, 2013, and are supplemented throughout the notes to condensed consolidated financial statements in this report. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes included in the Companys Report on the Form 10-K for the year ended January 31, 2013.
The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.
NOTE 2 - Acquisition of New Fork Uranium Corporation
On March 14, 2012, the Company entered into a Stock Purchase Agreement whereby the shareholders of New Fork Uranium Corporation (New Fork) sold all of the issued and outstanding shares of New Fork to the Company in exchange for the issuance to the shareholders of an aggregate of 50,000,000 shares of common stock, at $0.001 par value, of the Company.
The 50,000,000 shares of common stock of the Company issued pursuant to the Stock Purchase Agreement were issued pro rata to all of the shareholders of New Fork on the basis of 0.877192983 shares of the Companys 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 Companys Cyclone Rim uranium exploration properties in Sweetwater County, Wyoming. New Forks 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 Companys 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.
7
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: |
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Cash | $ | 297,564 |
Prepaid expenses and other assets |
| 89,989 |
Accounts payable |
| (69,030) |
Acquired net assets (100%) | $ | 318,523 |
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Purchase Price: |
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Issuance of 50,000,000 shares of stock | $ | 2,030,300 |
Total | $ | 2,030,300 |
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Mineral rights | $ | 1,711,777 |
NOTE 3 Earnings (Loss) Per Share
Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares and dilutive common stock equivalents outstanding. During periods when they are anti-dilutive, common stock equivalents are not included in the calculation.
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NOTE 4 - Going Concern
The Company has an accumulated deficit of $21,133,727 and has a working capital deficit of $1,170,916 at July 31, 2013. The Company has no current revenue producing operations and is in default on its $300,000 and $35,000 notes payable. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
The ability of the Company to achieve its operating goals and thus positive cash flows from operations is dependent upon the future market price of metals, future capital raising efforts, and the ability to achieve and sustain efficient revenue producing operations. Management's plans will require additional financing, reduced exploration activity or disposition of or joint ventures with respect to mineral properties. While the Company has been successful in these capital raising endeavors in the past, there can be no assurance that its future efforts and anticipated operating improvements will be successful.
The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
NOTE 5 - Notes Payable
Shareholders
In 2005, a shareholder advanced $30,000 to the Company for working capital purposes and to assist in identification of new mining properties. This loan is due on demand and bore interest at 5% per annum through January 31, 2009, at which time the interest rate increased to 10% per annum. During the years ended January 31, 2010 and 2009, the shareholder advanced an additional $50,000 and $80,000, respectively, under substantially identical terms. On August 31, 2011 the shareholder advanced a further $150,000 and added an additional $30,000 on Oct 27, 2011, for a loan total of $340,000 at January 31, 2012. The additional loans were drafted under identical terms of previous loans advanced to the Company. Payments of $180,000 were made on these loans during the year ended January 31, 2013. As of July 31, 2013 principal and interest due are $160,000 and $98,963.
On January 7, 2013, the Company entered into an agreement with a shareholder in the form of a promissory note payable, in the amount of $35,000. The terms of the note include an interest rate of 15% that is accrued and paid at the time of maturity. The note and accrued interest are due and payable July 7, 2013. As of July 31, 2013, the Company recorded $2,963 in accrued interest. In connection with the note payable, the Company issued a Warrant to purchase 1,000,000 shares of common stock, exercisable on or before January 7, 2016 at $0.02 per share. The fair value of the warrant at the date of grant was $25,417 using a Black Scholes option pricing model using inputs described in Note 8, and the full expense was recorded as of the date of issuance. As of July 31, 2013, the Company was unable to repay the note, thus, the Company is in default on the note. On July 31, 2013 the balance due, including interest is $37,963. We are currently engaged in discussions with the lender with regard to negotiating an extension on the note.
9
The following table summarizes information about stock options at July 31, 2013:
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Range of Prices | Weighted Average Number Outstanding |
Contractual Life | Weighted Average Exercise Price | Weighted Average Number Exercisable | Weighted Average Exercise Price |
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$0.02 | 4,500,000 | 4.65 yrs | $0.02 | 2,250,000 | $0.02 |
$0.05 | 2,000,000 | 2.81 yrs | $0.05 | 2,000,000 | $0.05 |
$0.06 | 5,650,000 | 2.44 yrs | $0.06 | 3,150,000 | $0.06 |
$0.08 | 500,000 | 1.48 yrs | $0.08 | 500,000 | $0.08 |
$0.30 | 100,000 | 1.48 yrs | $0.30 | 100,000 | $0.30 |
$0.60 | 2,000,000 | 2.35 yrs | $0.60 | 2,000,000 | $0.60 |
On June 19, 2012 the Company issued 2,000,000 shares of common stock and a warrant to purchase 1,000,000 shares of common stock at $0.05 per share within a three year period.
On August 31, 2012, in connection with a note payable, the Company entered into a Warrant Purchase Agreement with an unaffiliated accredited investor. As part of the terms of the note, the Company issued a five year warrant to the lender to purchase 6,814,000 shares of Company common stock, exercisable at $0.02 per share. The fair value of these warrants at the date of grant was $132,332 using a Black Scholes option pricing model and the following assumptions: expected life of warrants is five years, expected volatility rate of 194.81%, risk free rate of 0.59%, and an exercise price of $0.02. The $132,332 was fully expensed on the date of issuance.
12
On January 7, 2013, in connection with a note payable, the Company entered into a Warrant for Purchase of Common Stock agreement with a related party investor. As stated in the agreement, the Company granted 1,000,000 shares of common stock, exercisable on or before January 7, 2016 at $0.02 per share. The fair value of these warrants at the date of grant was $25,417 using a Black Scholes option pricing model and the following assumptions: expected life of warrants is three years, expected volatility rate of 210.18%, risk free rate of 0.41%, and an exercise price of $0.02. The $25,417 was fully expensed on the date of issuance.
During the quarter ended July 31, 2013 the Company, for a total of $125,000, issued 6,250,000 shares of common stock at $0.02 per share. In addition 3,125,000 warrants were issued to these investors which are exercisable at $0.25 per share with a term of five years from the grant date.
Warrants |
Number of Shares | Weighted Average Exercise Price |
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Outstanding at January 31, 2013 | 8,814,000 | $0.02 |
Issued | 4,000,000 | $0.25 |
Exercised | - | - |
Expired/Cancelled | - | - |
Outstanding at July 31, 2013 | 12,814,000 | $0.09 |
Exercisable at July 31, 2013 | 12,814,000 | $0.09 |
On July 31, 2013, the Company had the following outstanding warrants:
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Exercise Price |
Number of Shares |
Remaining Contractual Life | Exercise Price Times Number of Shares | Weighted Average Exercise Price |
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$0.02 | 1,000,000 | 2.44 yrs | $20,000 | $0.02 |
$0.02 | 6,814,000 | 4.09 yrs | $136,280 | $0.02 |
$0.05 | 1,000,000 | 1.89 yrs | $50,000 | $0.05 |
$0.25 | 4,000,000 | 4.82 yrs | $1,000,000 | $0.25 |
13
Fair Value Considerations:
GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels:
Level 1 valuations: | Quoted prices in active markets for identical assets and liabilities. |
Level 2 valuations: | Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable. |
Level 3 valuations: | Significant inputs to valuation model are unobservable. |
We classify assets and liabilities measured at fair value in their entirety based on the lowest level of input that is significant to their fair value measurement. We measure all our stock options issued to contractors that are required to be measured at fair value on a recurring basis using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. While we had no outstanding instruments as of January 31, 2013 that required fair value measurement, 4,500,000 options were issued to contractors on March 25, 2013 which require fair value measurement for the unvested options on a quarterly basis.
The options were valued using the Black-Scholes option pricing model. Based on the following assumptions: expected life of the options of 4.75 years, expected volatility of 232.3%, risk-free interest rate of 1.38% and a stock price of $0.03, the Company calculated an additional value for the unvested options of $22,179 which was recorded as stock option expense in the quarter ended July 31, 2013.
The following table sets forth a reconciliation of changes in the fair value of financial liabilities classified as Level 3 in the fair valued hierarchy:
Beginning balance as of period ended January 31, 2013 | $-0- |
Grant date fair value of unvested options | $44,717 |
Fair value adjustment | $22,179 |
Balance as of period ended July 31, 2013 | $66,896 |
NOTE 9 - Related Party Transactions
During 2011, Minex Exploration which is controlled by our Director Gregory Schifrin, provided services to New Fork related to maintaining our mining claims in Sweetwater County, Wyoming for $86,358. As of July 31, 2013, $51,359 was owed to Minex Exploration for these services.
As of July 31, 2013 James G. Baughman, our CEO and Director, was owed $14,500 in fees and $1,846 in accrued benefits for his duties as CEO and $12,222 in expense reimbursements. As of July 31, 2013, the entire amount of $28,568 was owed to Mr. Baughman.
14
NOTE 10 - Subsequent Events
On August 30, 2013 the Company entered into a $150,000 bridge loan financing arrangement with an unaffiliated accredited investor, the proceeds of which were used to pay maintenance fees to the Bureau of Land Management and the payment of general operating expenses of the Company. The note payable accumulates interest at a rate of 30% per annum and is payable on or before December 30, 2013. The Company issued a five year warrant to the lender to purchase 5,000,000 shares of Company common stock, exercisable at $0.02 per share.
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Statement about Forward-Looking Statements
This Form 10-Q contains forward-looking statements regarding future events and the Companys 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 Companys 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 Companys future financial performance, the Companys plans for a drill program, the Companys potential for joint venture partners, and other characterizations of future events or circumstances are forward-looking statements. The Companys properties are without known reserves and any proposed projects or drill programs are exploratory in nature. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified under Risk Factors in our Form 10-K for the year ended January 31, 2013. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.
The Company is under no duty to update any of these forward-looking statements after the date of this report. You should not place undue reliance on these forward-looking statements.
15
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 Companys existing Cyclone Rim claims cover a 28-mile extent of the western portion of this same roll-front trend. This area of Sweetwater County is a historical uranium-mining district that is seeing a resurgence of development activity. The Company now holds significant acreage on key uranium ground in the Red Desert.
On March 19, 2012, James G. Baughman was appointed Chairman, President, CEO, and acting Chief Financial Officer to succeed Peter Bojtos who had held those positions since 2005. Mr. Baughman is an experienced geologist and mining company executive with proven management skills, and possesses an international background in the mining industry. Mr. Baughman has worked as a geologist for more than 25 years in mining operations and mineral exploration projects for precious, base metals, and uranium and has also provided technical services and project management for a number of major and junior mining companies.
Corporate Strategy
Management believes that given the global supply and demand outlook for uranium over the next several years that demand could likely exceed supply which in turn could cause uranium prices to increase substantially from their current levels as well as prompt the large uranium producers to acquire uranium properties that could one day go into production. The Company has strategically amassed a portfolio of mining claims that are largely focused on a historically productive uranium mining region in Wyoming and can maintain control of these claims going forward for an annual cost of approximately $200,000 annually in lease payments to the Bureau of Land Management.
Although the Company can maintain control of these claims going forward for a fairly minimal cost, management believes that it can significantly increase the value of the properties by investing in drill programs to define the resource of these claims. The strategy would be to implement drill programs focused on our Cyclone Rim and New Fork properties in a phased approach over the next couple of years. Management estimates the total required investment for these drill programs to be between $8 million and $15 million with the costs being weighted more heavily toward the later phases and depending on the results from the earlier phases. The Companys business plan will require additional capital through debt or equity financing to fund these programs, which may not be available at reasonable terms, if at all.
The advantages of implementing a phased drill program are that the Company can assess the results of the earlier phases to be more strategic in investing in the later, more expensive phases and by raising capital incrementally for each phase, management believes that it can minimize the dilutive effect of each subsequent equity raise by demonstrating added value of its claims with each drill program. Assuming these drill programs are successful, management believes that they will substantially increase the value of it properties which would increase shareholder value.
16
Results of Operations
The following discussion involves the results of operations for the quarters ended July 31, 2013 and July 31, 2012 and for the six months ended July 31, 2013 and July 31, 2012.
The Company had no revenue from production during the quarters ended July 31, 2013 or 2012 as the Company had no properties in production.
Exploration expenses for the quarter ended July 31, 2013 were $54,166 compared to $66,039 for the quarter ended July 31, 2012. Exploration expenses may fluctuate somewhat going forward as the Company adjusts its claim portfolio, but should remain in this range until the Company is able to expand its exploration drill program.
General and administrative expenses for the quarter ended July 31, 2013 amounted to $126,452 compared to $112,415 for the quarter ended July 31, 2012. General and administrative expenses increased primarily due to greater professional services incurred over the past year.
Total other expenses for the quarter ended July 31, 2013 were $44,104 compared to $6,777 for the quarter ended July 31, 2012. The increase was primarily due to an increase in interest expense as a result of the increased level of debt that was incurred over the past twelve months.
For the quarter ended July 31, 2013, the Company reported a net loss of $224,722 compared to a net loss of $185,231 for the quarter ended July 31, 2012.
The Company had no revenue from production during the six months ended July 31, 2013 or 2012 as the Company had no properties in production.
Exploration expenses for the six months ended July 31, 2013 were $102,914 compared to $97,784 for the six months ended July 31, 2012. Exploration expenses may fluctuate somewhat going forward as the Company adjusts its claim portfolio, but should remain in this range until the Company is able to expand its exploration drill program.
General and administrative expenses for the six months ended July 31, 2013 amounted to $230,391 compared to $272,738 for the six months ended July 31, 2012.
Total other expenses for the six months ended July 31, 2013 were $88,000 compared to $15,325 for the six months ended July 31, 2012. The increase was primarily due to an increase in interest expense as a result of the increased level of debt that was incurred over the past twelve months.
For the six months ended July 31, 2013, the Company reported a net loss of $421,305 compared to a net loss of $667,324 for the six months ended July 31, 2012.
17
On August 30, 2013 the Company entered into a $150,000 bridge loan financing arrangement with an unaffiliated accredited investor, the proceeds of which were used to pay maintenance fees to the Bureau of Land Management and the payment of general operating expenses of the Company. The note payable accumulates interest at a rate of 30% per annum and is payable on or before December 30, 2013. The Company issued a five year warrant to the lender to purchase 5,000,000 shares of Company common stock, exercisable at $0.02 per share.
The Company's financial statements are prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced significant net losses since inception and has a significant negative working capital position. These issues raise substantial doubt about the Company's ability to continue as a going concern.
Other
Management believes that the Company has adequately reserved its reclamation commitments. Management also believes that the Company is substantially in compliance with all environmental regulations.
While it intends to continue with its uranium exploration, management also continues to evaluate precious and/or base-metal mineral properties with a view to developing into a cash generating, profitable, producing mine. The chief area of interest is in the western United States.
Contractual Obligations
The Company entered into an employment agreement with James Baughman on March 19, 2012. The term is indefinite and provides for an annual salary of $36,000. Upon termination without cause, Mr. Baughman is entitled to two times the annual salary, two times the targeted annual bonus and accrued but unused vacation time.
Off Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our shareholders.
Recently issued and adopted accounting pronouncements
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to have a material impact on the Company's consolidated financial statements.
19
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None.
Item 1A. RISK FACTORS
There have been no material changes to the risk factors set forth in Item 1A. to Part II of our Form 10-K, as filed on April 16, 2013, except to the extent factual information disclosed elsewhere in this Form 10-Q relates to such risk factors.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES
During the quarter ended July 31, 2013 the Company, for a total of $125,000 issued 6,250,000 shares of common stock at $0.02 per share. Each share also included one-half warrant exercisable at $0.25 per share with a term of five years from issuance.
The common stock and warrant were issued to the investor in reliance on the exemption from registration contained in Rule 506 of Regulation D under the Securities Act of 1933. No commissions or other remuneration were paid on the transaction.
Item 3. DEFAULTS UPON SENIOR SECURITIES
On August 31, 2012 the Company entered into a $300,000 bridge loan financing arrangement with an unaffiliated accredited investor, the proceeds of which were used to pay maintenance fees to the Bureau of Land Management and general operating expenses of the Company. The note payable bears interest at a rate of 15% per annum and was due and payable on or before October 30, 2012. As of July 31, 2013, the Company was unable to repay the note, thus, the Company is in default on the note. The default interest rate is 45%. As of July 31, 2013 the balance due, including interest, is $411,679. In addition, the note is secured by all of the property of the Company. The Company is currently engaged in discussions with the lender with regard to negotiating an extension on the note.
On January 7, 2013, the Company entered into an agreement with a shareholder in the form of a promissory note payable, in the amount of $35,000. The terms of the note include an interest rate of 15% that is accrued and paid at the time of maturity. The note and accrued interest are due and payable July 7, 2013. As of July 31, 2013, the Company recorded $2,963 in accrued interest. In connection with the note payable, the Company issued a Warrant to purchase 1,000,000 shares of common stock, exercisable on or before January 7, 2016 at $0.02 per share. The fair value of the warrant at the date of grant was $25,417 using a Black Scholes option pricing model using inputs described in Note 8, and the full expense was recorded as of the date of issuance. As of July 31, 2013, the Company was unable to repay the note, thus, the Company is in default on the note. On July 31, 2013 the balance due, including interest is $37,963. We are currently engaged in discussions with the lender with regard to negotiating an extension on the note.
21
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS
Exhibit No. | Document | |
3.1 | Articles of Incorporation, as amended. Filed as Exhibit 2.3 to Form 10-QSB filed January 6, 1998 and incorporated herein by reference. | |
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3.2 | By-laws of the Corporation. Amended and Restated. Filed as Exhibit 3.3 to Form 10-QSB filed December 16, 1996 and incorporated herein by reference. | |
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31 | Officers Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for James G. Baughman. Filed herewith. | |
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32 | Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 for James G. Baughman. Filed herewith. |
22
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.
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| CYCLONE URANIUM CORPORATION | |
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Date: | September 20, 2013 |
| By: | /s/ James G. Baughman |
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| James G. Baughman |
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| President and Chief Executive Officer and acting Chief Financial Officer |
23
EXHIBIT 31
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
I, James G. Baughman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cyclone Uranium Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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9/20/2013
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| /s/ James G. Baughman James G. Baughman |
EXHIBIT 32
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
OF CYCLONE URANIUM CORPORATION
PURSUANT TO 18 U.S.C. SECTION 1350
Pursuant to 18 U.S.C. Section 1350 and in connection with the accompanying report on Form 10-Q for the quarter ended July 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.
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9/20/2013
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| /s/ James G. Baughman James G. Baughman |
Common Stock Options and Warrants (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2013
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] |
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Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] |
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Schedule of Share-based Compensation, Warrant, Activity [Table Text Block] |
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Share-based Compensation, Shares Authorized under Warrants, by Exercise Price Range [Table Text Block] |
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Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
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3 Months Ended | 6 Months Ended | 150 Months Ended | ||
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Jul. 31, 2013
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Jul. 31, 2012
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Jul. 31, 2013
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Jul. 31, 2012
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Jul. 31, 2013
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REVENUE | $ 44,240 | ||||
COSTS AND EXPENSES | |||||
Cost of revenue | 50,000 | ||||
Exploration expense | 54,166 | 66,039 | 102,914 | 97,784 | 1,765,500 |
Impairment of mineral interests | 281,477 | 621,277 | |||
Write down of inventory to fair value | 125,000 | ||||
General and administrative | 126,452 | 112,415 | 230,391 | 272,738 | 4,790,103 |
TOTAL OPERATING EXPENSES | 180,618 | 178,454 | 333,305 | 651,999 | 7,351,880 |
(LOSS) FROM OPERATIONS | (180,618) | (178,454) | (333,305) | (651,999) | (7,307,640) |
OTHER INCOME (EXPENSES) | |||||
Interest expense - related party | (162,032) | ||||
Interest expense | (34,872) | (6,777) | (68,606) | (15,325) | (244,010) |
Interest expense - shareholder | (9,232) | (19,500) | (19,500) | ||
Relief of payables and other indebtedness | 66,935 | ||||
Other income | 106 | 2,404,794 | |||
Interest income | 37,709 | ||||
TOTAL OTHER INCOME (EXPENSES) | (44,104) | (6,777) | (88,000) | (15,325) | 2,083,896 |
(LOSS) BEFORE TAXES | (224,722) | (185,231) | (421,305) | (667,324) | (5,223,744) |
INCOME TAXES | 556,868 | ||||
NET (LOSS) | $ (224,722) | $ (185,231) | $ (421,305) | $ (667,324) | $ (5,780,612) |
NET LOSS PER COMMON SHARE, BASIC AND DILUTED (in Dollars per share) | $ 0.00 | $ 0.00 | $ 0.00 | $ (0.01) | |
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED (in Shares) | 146,869,190 | 140,170,821 | 144,024,832 | 127,393,617 |
Notes Payable
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6 Months Ended |
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Jul. 31, 2013
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Notes Payable Disclosure [Abstract] | |
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 increased to 10% per annum. During the years ended January 31, 2010 and 2009, the shareholder advanced an additional $50,000 and $80,000, respectively, under substantially identical terms. On August 31, 2011 the shareholder advanced a further $150,000 and added an additional $30,000 on Oct 27, 2011, for a loan total of $340,000 at January 31, 2012. The additional loans were drafted under identical terms of previous loans advanced to the Company. Payments of $180,000 were made on these loans during the year ended January 31, 2013. As of July 31, 2013 principal and interest due are $160,000 and $98,963. On January 7, 2013, the Company entered into an agreement with a shareholder in the form of a promissory note payable, in the amount of $35,000. The terms of the note include an interest rate of 15% that is accrued and paid at the time of maturity. The note and accrued interest are due and payable July 7, 2013. As of July 31, 2013, the Company recorded $2,963 in accrued interest. In connection with the note payable, the Company issued a Warrant to purchase 1,000,000 shares of common stock, exercisable on or before January 7, 2016 at $0.02 per share. The fair value of the warrant at the date of grant was $25,417 using a Black Scholes option pricing model using inputs described in Note 8, and the full expense was recorded as of the date of issuance. As of July 31, 2013, the Company was unable to repay the note, thus, the Company is in default on the note. On July 31, 2013 the balance due, including interest is $37,963. We are currently engaged in discussions with the lender with regard to negotiating an extension on the note. Non-affiliated On August 31, 2012 the Company entered into a $300,000 bridge loan financing arrangement with an unaffiliated accredited investor, the proceeds of which were used to pay maintenance fees to the Bureau of Land Management and general operating expenses of the Company. The note payable bears interest at a rate of 15% per annum and was due and payable on or before October 30, 2012. As of July 31, 2013, the Company was unable to repay the note, thus, the Company is in default on the note. The default interest rate is 45%. As of July 31, 2013 the balance due, including interest, is $411,679. In addition, the note is secured by all of the property of the Company. We are currently engaged in discussions with the lender with regard to negotiating an extension on the note. In connection with the financing agreement, on August 31, 2012 the Company issued a Warrant to purchase 6,814,000 shares of common stock, exercisable on or before August 31, 2017 at $0.02 per share. The fair value of the warrant at the date of grant was $132,332 using a Black Scholes option pricing model using inputs described in Note 8, and the full expense was recorded as of the date of issuance. |
Stockholders' Equity (Deficit) (Details) (USD $)
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3 Months Ended | 6 Months Ended | 12 Months Ended | 150 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
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Jul. 31, 2013
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Jul. 31, 2013
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Jul. 31, 2012
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Jan. 31, 2013
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Jan. 31, 2012
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Jul. 31, 2013
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Jan. 31, 2013
Private Placement [Member]
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Jun. 19, 2012
Common Stock [Member]
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Jul. 31, 2013
Common Stock [Member]
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Jul. 31, 2013
Warrant [Member]
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Jan. 31, 2012
Consulting Expense [Member]
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Jan. 31, 2012
Website Expense [Member]
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Jan. 31, 2012
Two Individuals [Member]
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Jan. 31, 2013
New Fork [Member]
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Mar. 14, 2012
New Fork [Member]
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Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 2,000,000 | 750,000 | 50,000 | 800,000 | |||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.05 | $ 0.04 | $ 0.05 | $ 0.02 | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.001 | |||||||
Debt Instrument, Decrease, Forgiveness (in Dollars) | $ 600,000 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,323,820 | ||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | 410,860 | ||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 2,000,000 | 2,000,000 | 6,250,000 | 50,000,000 | |||||||||||
Investor Relations Service Terminated Date | Mar. 19, 2013 | ||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | 100,000 | (419,814) | |||||||||||||
Units Issued for Cash | 2,000,000 | ||||||||||||||
Units Issued for Cash, Value (in Dollars) | 50,000 | ||||||||||||||
Proceeds from Issuance of Private Placement (in Dollars) | 50,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share) | $ 0.09 | $ 0.09 | $ 0.02 | $ 0.09 | $ 0.05 | $ 0.25 | |||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 125,000 | ||||||||||||||
Class of Warrant or Right Term For Which Warrants Or Rights Exercisable | 5 years |
Acquisition of New Fork Uranium Corporation (Details) (USD $)
|
0 Months Ended | 6 Months Ended | |
---|---|---|---|
Mar. 14, 2012
|
Jul. 31, 2013
|
Jan. 31, 2013
|
|
Acquisition of New Fork Uranium Corporation (Details) [Line Items] | |||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.05 | ||
New Fork [Member]
|
|||
Acquisition of New Fork Uranium Corporation (Details) [Line Items] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 50,000,000 | 50,000,000 | |
Shares Issued, Price Per Share (in Dollars per share) | $ 0.001 | $ 0.04 | |
Business Acquisition, Equity Interest Issued or Issuable, Exchange Rate Per Share of Acquiree Entity | 0.877192983 |
Common Stock Options and Warrants (Details) - Stock options activity (USD $)
|
6 Months Ended | |
---|---|---|
Jul. 31, 2013
|
Jan. 31, 2013
|
|
Stock options activity [Abstract] | ||
Options Outstanding, Number of Shares | 14,750,000 | 10,250,000 |
Options Outstanding, Weighted Average Exercise Price (in Dollars per share) | $ 0.12 | $ 0.17 |
Exercisable at July 31, 2013 | 12,500,000 | |
Exercisable at July 31, 2013 (in Dollars per share) | $ 0.14 | |
Issued | 4,500,000 | |
Issued (in Dollars per share) | $ 0.02 | |
Exercised | ||
Exercised (in Dollars per share) | ||
Expired/Cancelled | ||
Expired/Cancelled (in Dollars per share) |
Related Party Transactions (Details) (USD $)
|
12 Months Ended | |
---|---|---|
Jan. 31, 2012
|
Jul. 31, 2013
|
|
Minex Exploration [Member]
|
||
Related Party Transactions (Details) [Line Items] | ||
Cost of Services, Maintenance Costs | $ 86,358 | |
Due to Related Parties | 51,359 | |
CEO And Director [Member] | Directors Fees [Member]
|
||
Related Party Transactions (Details) [Line Items] | ||
Due to Related Parties | 14,500 | |
CEO And Director [Member] | Accrued Benefits [Member]
|
||
Related Party Transactions (Details) [Line Items] | ||
Due to Related Parties | 1,846 | |
CEO And Director [Member] | Expense Reimbursements [Member]
|
||
Related Party Transactions (Details) [Line Items] | ||
Due to Related Parties | 12,222 | |
CEO And Director [Member]
|
||
Related Party Transactions (Details) [Line Items] | ||
Due to Related Parties | $ 28,568 |
Nature of Operations and Basis of Presentation
|
6 Months Ended |
---|---|
Jul. 31, 2013
|
|
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 – Nature of Operations and Basis of Presentation Cyclone Uranium Corporation (“Cyclone” or the “Company”), and its subsidiaries are engaged in the business of mining and mineral exploration. This includes locating, acquiring, exploring, improving, leasing and developing mineral interests, primarily in the field of precious metals. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) pursuant to Item 210 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2013. The accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements in the Report on Form 10-K for the year ended January 31, 2013, and are supplemented throughout the notes to condensed consolidated financial statements in this report. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes included in the Company’s Report on the Form 10-K for the year ended January 31, 2013. The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. |
Earnings (Loss) Per Share
|
6 Months Ended |
---|---|
Jul. 31, 2013
|
|
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 3 – Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares and dilutive common stock equivalents outstanding. During periods when they are anti-dilutive, common stock equivalents are not included in the calculation. |
Asset Retirement Obligations and Restricted Deposits
|
6 Months Ended |
---|---|
Jul. 31, 2013
|
|
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation Disclosure [Text Block] | NOTE 6 - Asset Retirement Obligations and Restricted Deposits Asset retirement obligations relate to legal obligations for site restoration and clean-up costs for exploration drilling activities in Arizona and Wyoming. The Company posts restricted deposits with US government agencies that are legally restricted for the purpose of settling these obligations. During 2008 and 2009, TUSA carried out the required reclamation work and reseeding of affected areas in Wyoming. During the year ended January 31, 2010, the Wyoming Department of Environmental Quality (WDEQ) inspected the property and subsequently released $575,600 of restricted deposits. Approximately $340,000 of this amount was used to pay annual mineral claim fees, $200,000 was paid to Tournigan Energy, and the balance was used for operations. During the year ended January 31, 2011, the remaining reclamation work was completed, and $304,400 of restricted deposits were released. Approximately $127,000 of this amount was used to pay annual mineral claim fees, $130,000 was paid to Tournigan Energy, and $47,000 was used for operations. The balance of restricted deposits at July 31, 2013 was $35,106, which may be released upon future inspection by the Arizona BLM. |
Going Concern
|
6 Months Ended |
---|---|
Jul. 31, 2013
|
|
Going Concern [Abstract] | |
Going Concern [Text Block] | NOTE 4 - Going Concern The Company has an accumulated deficit of $21,133,727 and has a working capital deficit of $1,170,916 at July 31, 2013. The Company has no current revenue producing operations and is in default on its $300,000 and $35,000 notes payable. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to achieve its operating goals and thus positive cash flows from operations is dependent upon the future market price of metals, future capital raising efforts, and the ability to achieve and sustain efficient revenue producing operations. Management's plans will require additional financing, reduced exploration activity or disposition of or joint ventures with respect to mineral properties. While the Company has been successful in these capital raising endeavors in the past, there can be no assurance that its future efforts and anticipated operating improvements will be successful. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Common Stock Options and Warrants (Details) - Warrant Activity (USD $)
|
6 Months Ended | |
---|---|---|
Jul. 31, 2013
|
Jan. 31, 2013
|
|
Warrant Activity [Abstract] | ||
Warrants Outstanding, Number of Shares | 12,814,000 | 8,814,000 |
Warrants Outstanding, Weighted Average Exercise Price (in Dollars per Share) | $ 0.09 | $ 0.02 |
Exercisable at July 31, 2013 | 12,814,000 | |
Exercisable at July 31, 2013 (in Dollars per share) | $ 0.09 | |
Issued | 4,000,000 | |
Issued (in Dollars per share) | $ 0.25 | |
Exercised | ||
Exercised (in Dollars per share) | ||
Expired/Cancelled | ||
Expired/Cancelled (in Dollars per share) |
Subsequent Events (Details) (USD $)
|
5 Months Ended | 5 Months Ended | 0 Months Ended | 3 Months Ended | ||
---|---|---|---|---|---|---|
Aug. 30, 2013
Subsequent Event [Member]
Bridge Loan [Member]
Investor [Member]
|
Dec. 31, 2013
Subsequent Event [Member]
Common Stock [Member]
|
Aug. 30, 2013
Subsequent Event [Member]
Investor [Member]
|
Dec. 31, 2013
Subsequent Event [Member]
|
Jun. 19, 2012
Common Stock [Member]
|
Jul. 31, 2013
Common Stock [Member]
|
|
Subsequent Events (Details) [Line Items] | ||||||
Bridge Loan (in Dollars) | $ 150,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 30.00% | |||||
Warrant Term | 5 years | |||||
Stock Issued During Period, Shares, New Issues (in Shares) | 5,000,000 | 2,000,000 | 6,250,000 | |||
Stock Issued to Investors Price Per Share (in Dollars per share) | $ 0.02 |