10-Q

FORM 10-Q

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

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 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 149,562,125 shares of the issuer's common stock, par value $0.001, outstanding as of December 10, 2013.

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EXCHANGE RATES

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

CONVERSION TABLE

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

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

Forward Looking Statements

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

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

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

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CYCLONE URANIUM CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED OCTOBER 31, 2013

CONTENTS

PART I – Financial Information
Item 1.  Financial Statements	4
Condensed consolidated financial statements and notes (unaudited):
Balance sheets	4
Statements of operations	5
Statements of cash flows	6
Notes to unaudited condensed consolidated financial statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.  Quantitative and Qualitative Disclosures About Market Risk	21
Item 4. Controls and Procedures	21
PART II – Other Information	21
Item 1. Legal Proceedings	21
Item 1A. Risk Factors	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.  Defaults Upon Senior Securities	22
Item 4.  Mine Safety Disclosure	22
Item 5.  Other Information	22
Item 6. Exhibits	23
Signatures	24

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ITEM 1. Financial Statements and Notes

(An Exploration Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
	October 31, 2013 (unaudited)		January 31, 2013
ASSETS
CURRENT ASSETS
Cash	$	8,603	$	21,323
Restricted deposits		35,106		35,000
Prepaid and other current assets		123,771		139,413
Total Current Assets		167,480		195,736
OTHER ASSETS
Mineral interests		1,400,000		1,400,000
Total Other Assets		1,400,000		1,400,000
TOTAL ASSETS	$	1,567,480	$	1,595,736
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	208,051	$	98,996
Accounts payable and accrued expenses - related party		80,273		88,303
Notes payable-shareholders		311,713		195,000
Note payable		300,000		300,000
Accounts payable and accrued expenses - shareholders		536,648		496,156
Total Current Liabilities		1,436,685		1,178,455
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 600,000,000 shares authorized 149,562,125 and 141,062,125 shares issued and outstanding, respectively		149,561		141,061
Additional paid-in capital		21,268,908		20,988,642
Accumulated (deficit) prior to exploration stage		(15,353,115)		(15,353,115)
Accumulated (deficit) during exploration stage		(5,934,559)		(5,359,307)
Total Stockholders' Equity (Deficit)		130,795		417,281
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,567,480	$	1,595,736

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

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(An Exploration Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
									February 1, 2001 (Inception of ExplorationStage) to October 31,
	For the three months ended				For the nine months ended
	October 31,				October 31,
	2013		2012		2013		2012		2013
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
REVENUE	$	-	$	-	$	-	$	-	$	44,240
COSTS AND EXPENSES
Cost of revenue		-		-		-		-		50,000
Exploration expense		34,470		66,584		137,383		164,368		1,799,969
Impairment of mineral interests		-		-		-		281,477		621,277
Write down of inventory to fair value		-		-		-		-		125,000
General and administrative		36,102		132,856		266,494		405,594		4,826,206
TOTAL OPERATING EXPENSES		70,572		199,440		403,877		851,439		7,422,452
(LOSS) FROM OPERATIONS		(70,572)		(199,440)		(403,877)		(851,439)		(7,378,212)
OTHER INCOME (EXPENSES)
Interest expense - related party		-		(6,947)		-		(22,272)		(162,032)
Interest expense		(34,872)		(139,976)		(103,477)		(139,976)		(278,881)
Interest expense - shareholder		(48,503)				(68,003)				(68,003)
Relief of payables and other indebtedness		-		-		-		-		66,935
Other income		-		4		105		4		2,404,793
Interest income		-		-		-		-		37,709
TOTAL OTHER INCOME (EXPENSES)		(83,375)		(146,919)		(171,375)		(162,244)		2,000,521
(LOSS) BEFORE TAXES		(153,947)		(346,359)		(575,252)		(1,013,683)		(5,377,691)
INCOME TAXES		-		-		-		-		556,868
NET (LOSS)	$	(153,947)	$	(346,359)	$	(575,252)	$	(1,013,683)	$	(5,934,559)
NET LOSS PER COMMON SHARE,
BASIC AND DILUTED	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.01)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARESOUTSTANDING,
BASIC AND DILUTED		149,404,516		141,062,125		144,622,632		131,999,854

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

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(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
					Period from February 1, 2001 (Inception of Exploration Stage to October 31, 2013
	Nine months ended
	October 31, 2013		October 31, 2012
	(unaudited)		(unaudited)		(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(575,252)	$	(1,013,683)	$	(5,934,559)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Income from sale of mineral interests		-		-		(2,235,000)
Writedown of inventory to market value		-		-		125,000
Impairment of mineral interests		-		281,477		621,277
Relief of payables and other indebtedness		-		-		(66,935)
Depreciation		-		-		7,062
Common stock issued for services		-		-		419,814
Stock compensation		52,193		199,924		1,244,794
Non cash interest expense		33,286		132,332		33,286
Changes in assets and liabilities:
Inventory		-		-		50,000
Prepaid and other current assets		15,536		(52,724)		(60,987)
Accounts payable and accrued expenses		109,055		(5,341)		758,267
Accounts payable and accrued expenses, related party		(8,030)		-		(8,030)
Asset retirement obligation		-		-		(52,000)
Accounts payable and accrued expenses - shareholders		40,492		39,768		571,348
Net cash (used in) operating activities		(332,720)		(418,247)		(4,526,663)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received in New Fork acquisition		-		297,564		297,564
Cash received in Tournigan acquisition		-		-		12,829
Proceeds from sale of mineral interests		-		-		2,235,000
Release of reclamation bonds		-		-		895,000
Net cash provided by investing activities		-		297,564		3,440,393
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of amounts due to Tournigan Energy, Inc.		-		-		(330,000)
Cash received from sale of common stock		170,000		50,000		1,026,486
Proceeds from the exercise of stock options		-		-		35,000
Proceeds from notes payable		150,000		300,000		485,000
Proceeds from notes payable - shareholder		-		-		350,500
Repayment of note payable - shareholder		-		(149,000)		(1,181,568)
Capital contribution by shareholder		-		-		689,068
Net cash provided by financing activities		320,000		201,000		1,074,486
INCREASE(DECREASE) IN CASH		(12,720)		80,317		(11,784)
Cash, beginning of period		21,323		315		20,387
Cash, end of period	$	8,603	$	80,632	$	8,603
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Reclassification of capital contributions to note payable	$	-	$	-	$	864,068
Initial debt discount to record warrants to additional paid in capital	$	-	$	-	$	-
Conversion of notes payable and accrued interest to common stock	$	-	$	-	$	329,181
Conversion of amounts due to shareholders to common stock	$	-	$	-	$	374,089
Common shares issued for stock subscriptions - shareholder	$	-	$	-	$	433,813
Conversion of amounts due to affiliate to stock subscription	$	-	$	-	$	131,282
Purchase of inventory via direct payment by shareholder	$	-	$	-	$	175,000
Contribution of accounts payable and accrued expenses - shareholder	$	-	$	-	$	50,000
Contribution of amounts due Tournigan Energy Ltd to capital	$	-	$	-	$	873,327
Common shares issued for New Fork acquisition	$	-	$	2,000,000	$	2,030,300

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

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CYCLONE URANIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2013

(Unaudited)

NOTE 1 – Nature of Operations and Basis of Presentation

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

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) pursuant to Item 210 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K and 10-K/A 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 and 10-K/A for the year ended January 31, 2013, and are supplemented throughout the notes to condensed consolidated financial statements. 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 and 10-K/A 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 (“the Agreement”) whereby the shareholders of New Fork Uranium Corporation (“New Fork”) sold all of the issued and outstanding shares of New Fork to the Company in exchange for the issuance to the shareholders of an aggregate of 50,000,000 shares of common stock, at $0.001 par value, of the Company.

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The 50,000,000 shares of common stock of the Company issued pursuant to the 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 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

NOTE 3 – Loss Per Share

Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share is calculated by dividing net 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 $21,287,674 and has a working capital deficit of $1,269,205 at October 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 October 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 October 31, 2013 principal and interest due are $160,000 and $104,966.

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 due upon maturity. The note and accrued interest was due and payable July 7, 2013. As of October 31, 2013, the Company had recorded $4,286 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 October 31, 2013, the Company is in default on the note.  On October 31, 2013 the balance due, including interest is $39,286. We are currently engaged in discussions with the lender to extend the note.

9

On August 30, 2013, the Company entered into an agreement with a shareholder in the form of a promissory note payable, in the amount of $150,000. The terms of the note include an interest rate of 30% per annum. The note is due and payable 120 days from August 30, 2013. In connection with the financing agreement, on August 30, 2013 the Company issued a warrant to purchase 5,000,000 shares of common stock, exercisable on or before August 30, 2016 at $0.02 per share. The fair value of the warrant at the date of grant was $119,698 using a Black Scholes option pricing model using inputs described in Note 8. The proceeds from the note were allocated to notes payable and warrants based on the relative fair value of the debt and warrants. An amount of $33,286 was expensed in the quarter ended October 31, 2013. The remaining amount of $33,287 will be amortized and expensed over the life of the note which matures December 30, 2013.

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 October 31, 2013, the Company is in default on the note.The default interest rate is 45%. As of October 31, 2013 the balance due, including interest, is $446,550. In addition, the note is secured by all of the property of the Company. We are currently engaged in discussions with the lender to extend the note.  

In connection with the financing agreement, on August 31, 2012 the Company issued a warrant to purchase 6,814,000 shares of common stock, exercisable on or before August 31, 2017 at $0.02 per share. The fair value of the warrant at the date of grant was $132,332 using a Black Scholes option pricing model using inputs described in Note 8, and the full expense was recorded as of the date of issuance.

NOTE 6 - Asset Retirement Obligations and Restricted Deposits

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

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

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

The balance of restricted deposits at October 31, 2013 was $35,106, which may be released upon future inspection by the Arizona BLM.

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NOTE 7 - Stockholders’ Equity (Deficit)

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

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

On August 28, 2013, Accredited Members, Inc. was issued 500,000 of common stock at a price of $0.02 per share in exchange for an accounts payable for professional services provided to the Company. Each share also included one-half warrant exercisable at $0.25 per share with a term of five years from issuance.

During the nine months ended October 31, 2013 the Company, for a total of $170,000 issued 8,500,000 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. This issuance included the Accredited Members, Inc. transaction described above, which was the only equity based transaction for the quarter ended October 31, 2013. Based on the terms and conditions of the warrants, we have concluded that all of the warrants issued meet the criteria for equity classification.

NOTE 8 - Common Stock Options and Warrants   

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

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

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

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

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

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

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

Range of Prices	Weighted Average Number Outstanding	Contractual Life	Weighted Average Exercise Price	Weighted Average Number Exercisable	Weighted Average Exercise Price
$0.02	4,500,000	4.40 yrs	$0.02	2,250,000	$0.02
$0.05	2,000,000	2.55 yrs	$0.05	2,000,000	$0.05
$0.06	5,650,000	2.18 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	1.22 yrs	$0.08	500,000	$0.08
$0.30	100,000	1.22 yrs	$0.30	100,000	$0.30
$0.60	2,000,000	2.10 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.

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 October 31, 2013 the Company issued 500,000 shares of common stock at $0.02 per share in exchange for certain services provided to the Company.  In addition 250,000 warrants were issued to the same service provider  which are exercisable at $0.25 per share with a term of five years from the grant date.

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Warrants	Number of Shares	Weighted Average Exercise Price
Outstanding at January 31, 2013	8,814,000	$0.02
Issued	9,250,000	$0.09
Exercised	-	-
Expired/Cancelled	-	-
Outstanding at October 31, 2013	18,064,000	$0.08
Exercisable at October 31, 2013	18,064,000	$0.08

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

Exercise Price	Number of Shares	Remaining Contractual Life	Exercise Price Times Number of Shares	Weighted Average Exercise Price
$0.02	12,814,000	3.32 yrs	$256,280	$0.02
$0.05	1,000,000	1.64 yrs	$50,000	$0.05
$0.25	4,250,000	2.58 yrs	$1,000,000	$0.25
	18,064,000

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.

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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 revalued again using the Black-Scholes option pricing model for the quarter ended October 31, 2013 based on the following assumptions: expected life of the options of 4.50 years, expected volatility of 228.3%, risk-free interest rate of 1.31% and a stock price of $0.016, the Company calculated that the value for the unvested options had declined by $27,126 which was recorded as a negative stock option expense in the quarter ended October 31, 2013. 

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

As of October 31, 2013 James G. Baughman, our CEO and Director, was owed $14,500 in fees and $2,192 in accrued benefits for his duties as CEO and $12,222 in expense reimbursements.  As of October 31, 2013, the entire amount of $28,914 was owed to Mr. Baughman.

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

Cautionary Statement about Forward-Looking Statements

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

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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.

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.

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Although the Company can maintain control of these claims going forward for a fairly minimal cost, management believes that it can significantly increase the value of the properties by investing in drill programs to define the resource of these claims.  The strategy would be to implement drill programs focused on our Cyclone Rim and New Fork properties in a phased approach over the next couple of years.  Management estimates the total required investment for these drill programs to be between $8 million and $15 million with the costs being weighted more heavily toward the later phases and depending on the results from the earlier phases.  The Company’s business plan will require additional capital through debt or equity financing to fund these programs, which may not be available at reasonable terms, if at all.

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

Results of Operations

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

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

Exploration expenses for the quarter ended October 31, 2013 were $34,470 compared to $66,584 for the quarter ended October 31, 2012.  Exploration expenses may fluctuate slightly going forward as the Company adjusts its claim portfolio, but should remain in this general range until the Company is able to expand its exploration drill program.

General and administrative expenses for the quarter ended October 31, 2013 amounted to $36,102 compared to $132,856 for the quarter ended October 31, 2012.  General and administrative expenses decreased primarily due to greater professional services incurred over the past year.

Total other expenses for the quarter ended October 31, 2013 were $83,375 compared to $146,919 for the quarter ended October 31, 2012.  This decrease was primarily due to a large one-time  interest expense recorded for a short-term note in the third quarter 2012 related to warrants issued with the note. (See Footnote #8.) 

For the quarter ended October 31, 2013, the Company reported a net loss of $153,947 compared to a net loss of $346,359 for the quarter ended October 31, 2012.

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

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Exploration expenses for the nine months ended October 31, 2013 were $137,383 compared to $164,368 for the nine months ended October 31, 2012.  Exploration expenses may fluctuate slightly going forward as the Company adjusts its claim portfolio, but should remain in this general range until the Company is able to expand its exploration drill program.

General and administrative expenses for the nine months ended October 31, 2013 amounted to $266,494 compared to $405,594 for the nine months ended October 31, 2012.  This decrease is primarily due to cost cutting measures and efficiencies introduced by management. 

Total other expenses for the nine months ended October 31, 2013 were $171,375 compared to $162,244 for the nine months ended October 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 nine months ended October 31, 2013, the Company reported a net loss of $575,252 compared to a net loss of $1,013,683 for the nine months ended October 31, 2012.

Liquidity and Financial Condition

The Company had unrestricted cash on hand at October 31, 2013, of $8,603 compared to $21,323 on January 31, 2013.  The Company also holds restricted cash of $35,106 relating to reclamation bonds covering the mineral properties acquired from Tournigan Energy.

Current liabilities amounted to $1,436,685 on October 31, 2013 compared to $1,178,455 on January 31, 2013 of which $195,000 were owed to affiliates for both periods.  We also increased current liabilities with a $300,000 bridge loan from a non-affiliate on August 31, 2012, which is in default, and a $150,000 loan from a company shareholder on August 30, 2013.  Current assets amounted to $167,480 resulting in a working capital deficit of $1,269,205 at October 31, 2013.

Cash used in operating activities for the nine months ended October 31, 2013 was $332,720 compared to $418,247 for the nine months ended October 31, 2012.

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

Cash provided by financing activities for the nine months ended October 31, 2013 was $320,000 compared to $201,000 for the nine months ended October 31, 2012.  The increase was primarily due to proceeds from the sale of common stock and loans, offset by repayment of a portion of a shareholder note payable. 

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

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

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

On August 30, 2013, the Company entered into an agreement with a shareholder in the form of a promissory note payable, in the amount of $150,000. The terms of the note include an interest rate of 30% per annum.  The note is due and payable 120 days from August 30, 2013.  In connection with the financing agreement, on August 30, 2013 the Company issued a warrant to purchase 5,000,000 shares of common stock, exercisable on or before August 30, 2016 at $0.02 per share.  The fair value of the warrant at the date of grant was $119,698 using a Black Scholes option pricing model using inputs described in Note 8. An amount of $33,286 was expensed in the quarter ended October 31, 2013. The remaining amount of $33,287 will be amortized and expensed over the life of the note which matures December 30, 2013 at the end of this fiscal year.

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.

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Contractual Obligations

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

Off Balance Sheet Arrangements

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

Recently issued and adopted accounting pronouncements

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

Business Combinations

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

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

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

Critical Accounting Policies

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

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Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

           Not applicable.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

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

Changes in Internal Control Over Financial Reporting

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

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.

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Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES

On August 30, 2013, the Company entered into an agreement with a shareholder in the form of a promissory note payable, in the amount of $150,000. The terms of the note include an interest rate of 30% per annum. The note is due and payable 120 days from August 30, 2013. In connection with the financing agreement, on August 30, 2013 the Company issued a warrant to purchase 5,000,000 shares of common stock, exercisable on or before August 30, 2016 at $0.02 per share. The fair value of the warrant at the date of grant was $119,698 using a Black Scholes option pricing model using inputs described in Note 8. An amount of $33,286 was expensed in the quarter ended October 31, 2013. The remaining amount of $33,287 will be amortized and expensed over the life of the note which matures December 30, 2013 at the end of this fiscal year.

On August 28, 2013, Accredited Members, Inc. was issued 500,000 of common stock at a price of $0.02 per share in exchange for an accounts payable for professional services provided to the Company. 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 warrants were issued to the investors 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 transactions set forth above. 

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 October 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 October 31, 2013 the balance due, including interest, is $446,550. In addition, the note is secured by all of the property of the Company. The Company received notification of the lender's intent to forclose on the pledged assets and the Company is currently engaged in negotiations with the lender with regard to satisfying the lender's demand for payment.  

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 October 31, 2013, the Company recorded $4,286 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 October 31, 2013, the Company was unable to repay the note, thus, the Company is in default on the note.  On October 31, 2013 the balance due, including interest is $39,286.  We are currently engaged in discussions with the lender with regard to negotiating an extension on the note.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

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Item 6. EXHIBITS

Exhibit No.	Document
3.1	Articles of Incorporation, as amended. Filed as Exhibit 2.3 to Form 10-QSB filed January 6, 1998 and incorporated herein by reference.
3.2	By-laws of the Corporation. Amended and Restated. Filed as Exhibit 3.3 to Form 10-QSB filed December 16, 1996 and incorporated herein by reference.
10.1	Subscription Agreement Promissory Note and Warrant Purchase Agreement, dated August 30, 2013 between the Corporation and Perry L. Miller.
10.2	Promissory Note, dated August 30, 2013 between the Corporation and Perry L. Miller.
31	Officers Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for James G. Baughman. Filed herewith.
32	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 for James G. Baughman. Filed herewith.
101	Interactive data files pursuant to Rule 405 of Regulation S-T. Filed herewith.

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SIGNATURES

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

		CYCLONE URANIUM CORPORATION
Date:	December 16, 2013	By:	/s/ James G. Baughman
			James G. Baughman
			President and Chief Executive Officer and acting Chief Financial Officer

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EX-10

August 30, 2013

SUBSCRIPTION AGREEMENT

CYCLONE URANIUM CORPORATION

Offering of Units

(30.0% Promissory Note and Common Stock Purchase Warrants)

THE UNITS (30% PROMISSORY NOTE AND COMMON STOCK PURCHASE WARANTS (THE “UNITS”)) OFFERED HEREBY ARE OFFERED BY CYCLONE URANIUM CORPORATION (“CYCLONE” or THE “COMPANY”) THROUGH ITS OFFICERS AND DIRECTORS.  THE UNITS ARE OFFERED ON A “BEST EFFORTS” BASIS (THE “OFFERING”) PURSUANT TO SECTION 4(2) OF THE SECURITIES ACT OF 1933 (THE “ACT”), AND RULE 506 OF REGULATION D PROMULGATED THEREUNDER.  

THE UNITS ARE NOT CURRENTLY REGISTERED UNDER THE ACT, NOR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 UNDER THE ACT.  THE UNITS ARE BEING OFFERED TO “ACCREDITED INVESTORS” ONLY, AS THAT TERM IS DEFINED IN REGULATION D PROMULGATED UNDER THE ACT. THE UNITS MAY NOT BE OFFERED OR SOLD UNLESS THEY ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE.  THE DELIVERY OF THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION WITH RESPECT TO THE UNITS IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.    

THIS SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER HAS BEEN PREPARED FOR DISTRIBUTION TO A LIMITED NUMBER OF PERSONS (EACH A “SUBSCRIBER”) TO ASSIST THEM IN EVALUATING A PROPOSED INVESTMENT IN THE COMPANY. THIS DOCUMENT CONSTITUTES AN OFFER ONLY TO THE PERSON TO WHOM IT IS DELIVERED BY THE COMPANY.  SUBSCRIPTIONS WILL BE ACCEPTED ONLY FROM PERSONS DEEMED ELIGIBLE UNDER THE CRITERIA SET FORTH IN THIS DOCUMENT.  THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION WHETHER OR NOT FUNDS HAVE BEEN RECEIVED BY THE COMPANY.

THE UNITS INVOLVE A VERY HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.

ALL SUBSCRIBERS WILL BE REQUIRED TO REPRESENT IN WRITING TO THE COMPANY THAT THEY MEET THE SUBSCRIBER CRITERIA SET FORTH HEREIN.  IN ADDITION, SUBSCRIBERS WILL BE REQUIRED TO FURNISH WRITTEN EVIDENCE OF COMPLIANCE WITH ANY ADDITIONAL OR GREATER SUITABILITY STANDARDS AS MAY BE IMPOSED UNDER APPLICABLE SECURITIES LAWS.

THIS OFFERING HAS NOT BEEN REVIEWED BY, AND THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY, ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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Cyclone Uranium Corporation

Terms of Offering

Type of Security:	Unit offering consisting of one (1) $150,000 promissory note and five million ( 5,000,000)common stock purchase warrants.
Price:	$150,000 per Unit.
Placement Agent: Description of the Note:	None. Units are being offered directly by the company. $150,000 face value note with a term of one hundred twenty (120) days and an interest rate of 30% per annum, payable at maturity.
Description of Warrant:	The investor will be entitled to purchase one million (5,000,000) shares of common stock at a price of $.02 per share for a period of three (3) years commencing from the issue date of the warrant.  The warrants will carry customary anti-dilution rights as adjusted for stock splits and stock dividends
Additional Collateral:	The notes will be secured by 400,000 common shares of WestMountain Gold, Inc. owned by Cyclone’s CEO, James G. Baughman
Use of Proceeds:	The proceeds from this offering will be used to pay for the Company’s annual BLM payments on its uranium mining claims.

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RISK FACTORS

An investment in Cyclone Uranium Corporation involves an extraordinary high degree of risk.  Investors and prospective investors should consider carefully the risk factors contained in the Company’s Form 10-K filed on May 16, 2013, as well as the following risk factors relating to this offering.

The Notes are unsecured by the Company’s assets and the holders may not have priority to Company assets over other unsecured creditors.  The Notes are not secured by collateral and the Company currently has no cash flow.  If the Company is unable to repay the Notes, holders will be included with all other unsecured creditors of the Company.  Only after any secured creditors are paid will the holders be able to recoup their investment, and then only to the extent the Company has sufficient assets. The Company currently has outstanding debt to a secured creditor, and is in default under the loan agreement with the secured creditor.  There can be no assurance that Note holders will be able to recoup all or any portion of their investment if the Company defaults on the Notes.

The Company will be significantly leveraged and have significant debt service requirements.  Following the Offering the Company will have a significant amount of indebtedness which could limit the Company’s ability to incur additional indebtedness for capital raising purposes, securing a line of credit, or otherwise. The Company currently has outstanding debt to a secured creditor, and is in default under the loan agreement with the secured creditor.  The Company’s indebtedness (both secured and unsecured) could adversely affect the Company’s operations, including among other things its ability to obtain additional financing if necessary, and a significant portion of the Company’s cash flow from operations could be dedicated to the repayment of interest and principal on the Notes which would reduce the amount of funds available for other corporate purposes.  The Company’s ability to meet its debt service obligations and reduce its indebtedness will be dependent upon the Company’s future performance, which will be subject to the success of its business strategy, general economic conditions, and other factors affecting the Company’s operations, many of which are beyond the Company’s control.  

The Company is not required to establish a sinking fund (or any similar type of segregated accounts) for the repayment of the Notes. There can be no assurance that the Company’s business operations will generate sufficient cash flow from operations to meet its debt service requirements and the potential payment of principal in cash when due, and the if the Company is unable to do so, it may be required to liquidate assets, to refinance all or a portion of the indebtedness or seek to obtain additional financing.

Lack of Marketability of the Securities/No Trading Market.  There is currently no trading market for the Notes or Warrants and they are restricted securities as that term is defined under Rule 144 of the 1933 Act.  Therefore, the Units may not be readily liquidated in the event of an emergency. Subscribers must be prepared to hold the Units for an indefinite period of time.  

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No Dividends.  The Company does not intend to declare any dividends in the foreseeable future.  Investors who require income from dividends should not purchase these Securities.

FINANCIAL INFORMATION

Cyclone Uranium Corporation is a fully reporting company under SEC guidelines. Please refer to the SEC web site for the company’s most recently reported financial information at www.sec.gov. Particular attention should be paid to the Company’s filings on Form 10-K filed on May 16, 2013, as well as the Company’s filings on form 10-Q filed on June 19, 2013 and Forms 8-K filed on August 5, 2013 and August 30, 2013.

4

1.

Subscription.  The undersigned hereby subscribes for and agrees to purchase one (1)Unit of the company representing a $150,000 note  and a warrant to purchase one million (5,000,000) shares of common stock of Cyclone Uranium Corporation, a Nevada corporation (the “Company”), exercisable for three years at a price of $.02 per share, for a total of thirty five thousand dollars ($150,000).

2.

Payment.  The undersigned is delivering with this subscription a check payable to "Cyclone Uranium Corporation" in the amount set forth above.  The undersigned understands that the Company will have the right to reject this subscription, in whole or in part, in its sole discretion and for any or no reason.

3.

Representations, Warranties, Covenants, and Acknowledgements.  By executing this subscription agreement, the undersigned hereby represents, warrants, covenants, and acknowledges to the Company as follows:

(a)

The undersigned, in determining to purchase the Units, has relied solely upon  the advice of the undersigned's legal counsel and accountants or other financial advisers with respect to the financial, tax, and other considerations relating to the purchase of the Units and has been given reasonable opportunity to review such documents as requested and to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the Units and the business and affairs of the Company and to obtain any additional information concerning the Company's business, to the extent reasonably available, so as to understand more fully the nature of the investment and to verify the accuracy of the information supplied.

(b)

The undersigned (i) can bear the economic risk of the purchase of the Units, including the total loss of the undersigned's investment; (ii) has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in the Units; and (iii) understands the non-liquid nature of an investment in the Units.

(c)

The undersigned acknowledges and understands that the Units are a speculative investment that involve a high degree of risk and there can be no guarantee of the amount of or type of consideration, profit or loss to be realized, if any, as a result of an investment in the Units.

(d)

The undersigned is presently a bona fide resident of the state listed below and has no present intention of becoming a resident of any other state or jurisdiction, and the address set forth below is the undersigned's true and correct residential address.

(e)

The undersigned (i) has adequate means of providing for the undersigned's current needs and personal contingencies; (ii) has no need for liquidity in these undersigned's investments; (iii) warrants that all investments in and commitments to non-liquid investments are, and after the undersigned's purchase of the Units will be, reasonable in relation to the undersigned's net worth and current needs; and (iv) warrants that any personal financial information that is provided herewith by the undersigned, or is subsequently submitted by the undersigned at the request of the Company, does or will accurately reflect the undersigned's financial condition with respect to which the undersigned does not anticipate any material adverse change.

(f)

The undersigned acknowledges that the Company is relying on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and afforded by applicable state statutes and regulations.

(g)

The undersigned understands that the Units (Notes and Warrants, including the shares into which the Warrants are convertible) have not been registered under the Securities Act, or the securities laws of any state and are subject to substantial restrictions on transfer.

5

(h)

The undersigned acknowledges that the Units being acquired will be acquired for the undersigned's own account without a view to public distribution, transfer, resale, subdivision, or assignment and that the undersigned has no contract, undertaking, agreement, or arrangement to sell or otherwise transfer or dispose of the Units or any portion thereof to any other person.

(i)

The undersigned agrees that the undersigned will not sell or otherwise transfer or dispose of the Units  or any portion thereof unless such Units are registered under the Securities Act and any applicable state securities laws or the undersigned obtains an opinion of counsel satisfactory to the Company that such Units  may be sold in reliance on an exemption from such registration requirements.

(j)

The undersigned understands that (i) the Company has no obligation or intention to register the Shares for resale or transfer under the Securities Act or any state securities laws, or to take any action that would make available any exemption from the registration requirements of any such laws; and (ii) the undersigned therefore may be precluded from selling or otherwise transferring or disposing of the Units for an indefinite period of time or at any particular time.

(k)

The undersigned understands that no federal or state agency, including the Securities and Exchange Commission, or the securities commission or authorities of any state, has approved or disapproved the Units or made any finding or determination as to the fairness of the Units for investment.

(l)

The undersigned is not subject to back-up withholding provisions of Section 3406(a)(1) of the Internal Revenue Code.

(m)

If subject to the Employee Retirement Income Security Act (ERISA), the undersigned is aware of and has taken into consideration the diversification requirements of Section 404(a)(3) of ERISA in determining to purchase the Units and the undersigned has concluded that the purchase of the Units is prudent.

(n)

The undersigned represents, warrants, and agrees that, if the undersigned is acquiring the Units in a fiduciary capacity, (i) the above representations, warranties, agreements, acknowledgments, and understandings shall be deemed to have been made on behalf of the person or persons for whose benefit such Units are being acquired, (ii) the name of such person or persons is indicated below under the subscriber's name, and (iii) such further information as the Company deems appropriate shall be furnished regarding such person or persons.

(o)

Neither the Company nor any person representing or acting on behalf of the Company, or purportedly representing or acting on behalf of the Company, has made any representations, warranties, agreements, or statements other than those contained herein which influenced or affected the undersigned's decision to purchase the Units.

(p)

The foregoing representations and warranties are true and accurate as of the date hereof and shall survive the delivery of payment.  The undersigned understands that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements, and understandings set forth herein in order to determine the suitability of the undersigned to acquire Units.  The undersigned agrees promptly to notify the Company of any changes to any of the foregoing.

4.

General Information.

(a)

Check One:

(  )

Individual ownership

(  )

Joint tenants with right of survivorship*

(  )

Community Property*

(  )

Tenants in common*

6

(  )

Corporation

(  )

Partnership

(  )

Employee Benefit Plan

(  )

Trust

*Signatures of all parties required.  Each Co-Subscriber (other than a spouse) must complete and sign a separate subscription agreement.

(b)

PLEASE PRINT NAME(S) IN WHICH YOUR NOTES AND WARRANTS ARE TO BE REGISTERED

(c)

Country of Principal Residence:

Business Address

(Address No. P.O. Boxes please)

City____________________  State___________  Country

5.

Subscriber acknowledges that the purpose of the following information is to assure the Company that it may rely on the exemption from the registration requirements of the Securities Act and of any applicable state statutes or regulations.

Please answer every question.  If the answer to any question is "None" or "Not Applicable" please so indicate.  Your answers will at all times be kept strictly confidential.  However, by signing this subscription agreement, you agree that the Company may present such information to its legal advisors and such parties as it deems appropriate if called upon to verify the information provided or to establish the availability of an exemption from registration under the Securities Act or any state securities statutes or regulations, or if the contents are relevant to any issue in any action, suit, or proceeding to which the Company or any agent of the Company involved in offering the Units is a party or by which it is or may be bound.  Your investment in the Units will not be accepted until the Company determines that you satisfy all of the suitability standards.

6.

Accredited Status.  Please complete the applicable certifications:

7

Name of Subscriber:
	An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Employee Retirement Income Security Act, which is either a bank, savings and loan association, insurance company or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self directed plan, with investment decisions made solely by persons that are otherwise accredited investors.	A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Securities. A bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity.
	A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.	A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.
	An organization described in Section 501(c)(3) of the Internal Revenue Code, or a corporation, Massachusetts or similar business trust, or a partnership (in each case not formed for the specific purpose of acquiring the Securities) with total assets in excess of $5,000,000.	An insurance company as defined in Section 2(13) of the Act. An investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940.
	A natural person whose net worth, individually or jointly with spouse, exceeds $1,000,000 at this time (excluding the value of that person's primary residence and excluding any debt up to the value of the residence, but adding back any debt incurred within 60 days of this subscription unless incurred in connection with the purchase of the primary residence).	A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000.
	A natural person who had an individual income in excess of $200,000 in each of the two most recent calendar years or joint income with spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same level of income in the current calendar year.	Any entity in which all the equity owners are accredited investors (i.e., by virtue of their meeting any of the other tests for an “accredited investor”). Any director or executive officer of the Company.

8

IN WITNESS WHEREOF, intending to irrevocably bind the undersigned and the personal representatives, successors, and assigns of the undersigned and to be bound by this Subscription Agreement, the undersigned is executing this Subscription Agreement on the date indicated.

Dated this 30th day of August 2013.

  /s/ Perry Miller                       8/30/13 

                                                                                          Signature                                   Date

PRINT Name of Individual who, or other

entity which, is subscribing.

                                                                                         Subscriber Social Security #____________________

                                                                                          Signature of Co-Subscriber    Date

PRINTED Name of Co-Subscriber if the

Units are to be held as joint tenants with
right of survivorship, community property               Co-Subscriber Social Security #_________________
or tenants in common.

Accepted on August 30, 2013, subject

to the provisions set forth in the Private Offering Memorandum

CYCLONE URANIUM CORPORATION

By:    /s/ James G. Baughman 

Name:   James G. Baughman   

Its:      CEO                                 

9

EXHIBIT I   Form of Note

EXHIBIT II   Form of Warrant

EX-10

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (“THE ACT”), NOR UNDER APPLICABLE STATE SECURITIES LAWS.  THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND STATE LAWS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

ISSUE DATE:

August 30, 2013

LENDER OR NOTE HOLDER:

Perry L. Miller

PRINCIPAL SUM:

$150,000

CYCLONE URANIUM CORPORATION

30.0 % PROMISSORY NOTE

1.

PROMISE TO PAY

1.1

Promise to Pay - FOR VALUE RECEIVED, CYCLONE URANIUM CORPORATION, a Nevada corporation (the “Company”), promises to pay to the order of the Lender on the Maturity Date any remaining unpaid Principal Sum plus any accrued but unpaid interest.  This 30.0% Promissory Note (the “Note”) is issued pursuant to that certain Subscription Agreement dated August 30, 2013 between the Company and Lender (the “Subscription Agreement”).

1.2

Maturity Date - The Maturity Date of this Note is one hundred twenty days from the Issue Date.  The Company shall pay any unpaid Principal Sum outstanding to the Lender in lawful money of the United States of America on the Maturity Date, and any accrued but unpaid interest, at the address of the Lender provided in the Subscription Agreement or such other address as the Lender designates by written notice to the Company prior to the payment being made.

1.3

Payment of Interest - Interest at the rate of 30.0% per annum on the Principal Sum will accrue and be paid at maturity.

1.4

Prepayment - The Company shall have the right to prepay this Note, in whole or in part, at any time prior to the Maturity Date.  Any amounts prepaid under this Note shall be credited first against any accrued but unpaid interest and then against principal.

1.5

Events of Default - The whole of the Principal Sum or the balance remaining unpaid, together with any accrued and unpaid interest may, at the option of the Lender, become immediately due and payable upon the occurrence of any of the following events (each event being called an “event of default”):

(a)

the Company defaults in payment of the Principal Sum or accrued interest on the Maturity Date and the default continues for 60 days after written notice of the default to the Company by the Lender;

(b)

the Company defaults in payment of any Minimum Payment for 60 days and the default continues for 30 days after written notice of the default to the Company by Lender;

(c)

the Company defaults in the performance or observance of any other covenant or condition of the Note and the default continues for 90 days after written notice of the default to the Company by the Lender;

(d)

an order is made for the winding-up of the Company; a petition is filed by or against the Company; an assignment for the benefit of creditors is made by the Company; a receiver or agent is appointed in respect of the Company under any bankruptcy or insolvency legislation, or by or on behalf of a secured creditor of the Company; or an application is made under the United States Bankruptcy Code or any successor or similar legislation;

(e)

the Company ceases to carry on its business or disposes of substantially all of its assets; or

(f)

the Company takes any corporate proceedings for its dissolution or liquidation.

2.

AVAILABLE AUTHORIZED CAPITAL

The Company will, at all times after the Company increases its authorized capital such that sufficient shares of Common Stock are available for issuance upon conversion, while this Note is outstanding, keep available shares of authorized and unissued common stock sufficient to enable the Principal Sum evidenced by this Note from time to time outstanding and unconverted, to be converted to shares of common stock in accordance with this Note.

3.

REGISTERS OF THE COMPANY

3.1

Maintenance of Registers - The Company shall, at all times while this Note is outstanding, cause to be kept by and at the principal office of the Company, registers in which will be entered the Lender's name and address and particulars of this Note held by it.  No transfer, exchange or conversion of this Note will be valid unless made by the Lender or its administrators or other legal representatives or its attorney duly appointed by an instrument in writing unless in form and execution satisfactory to the Company acting reasonably upon compliance with such requirements as are set out in this Note, and such other requirements as the Company acting reasonably may prescribe, and unless the transfer has been duly entered on one of the appropriate registers or noted on this Note by the Company or other registrar.

2

3.2

Inspection of Registers - The registers referred to above will at all reasonable times be open for inspection by the Lender.

3.3

Transfer on Registers - Subject to restrictions under the Securities Act of 1933 and similar laws, the Lender may at any time and from time to time have this Note transferred at any of the places at which a register is kept pursuant to the provisions of this section, in accordance with such reasonable regulations as the Company may prescribe.

4.

GENERAL

4.1

Ownership of Note - The Company will not be charged with notice of nor be bound to see to the execution of any trust, whether expressed, implied or constructive, in respect of this Note and the Company may transfer this Note on the direction of the Lender whether named as trustee or otherwise, as though that person were the beneficial owner.

4.2

Notice and Other Instruments - Any notice, demand or other communication required or permitted to be given to a party must be in writing and must be sent, if to the Company, as follows:

______________________________

______________________________

______________________________

or if to Lender, to the address set forth on the Company’s books and records.  The notice must be:

(a)

personally delivered to that party; or

(b)

except during a period of strike, lock-out or other postal disruption, sent by registered mail, postage prepaid to the address of that party set forth on the signature page; or

(c)

sent by telegraph, telecopier, telex or facsimile, e-mail, or similar communication tested prior to sending and confirmed by prepaid registered or certified mail to the address of that party set forth on the signature page;

and will be deemed to have been received by that party on the earliest of the date of delivery under paragraph (a), the actual date of receipt where mailed under paragraph (b) and the day following the date of communication (otherwise than by U.S Postal Service mail) under paragraph (c).  Any party may give written notice to the other party of a change of address to some other address, in which event any communication must thereafter be given to that party, at the last such changed address of which the party communicating has received written notice.

4.3

Headings - Headings to the sections, paragraphs, subparagraphs and clauses of this Note have been inserted for convenience of reference only, and are not to affect its construction.

4.4

Governing Law - This Note and the rights, remedies, powers, covenants, duties and obligations of the parties will be construed in accordance with and governed by the laws of the State of Colorado and the federal laws of the United States.

3

4.5

Severability - If any provision of this Note is or becomes invalid, illegal or unenforceable in any respect, that fact will not affect the validity, legality or enforceability of the remaining provisions of this Note or any valid, legal or enforceable parts of the impugned provision.

4.6

Binding on Successors – This Note will inure to the benefit of and be binding upon each of the parties and their respective heirs, executors, administrators, successors and permitted assigns.

4.7

Amendment and Waiver – This Note may not be amended, waived, discharged or terminated except by a document executed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought.

CYCLONE URANIUM CORPORATION

By:                    /s/ James G. Baughman                 

Title:                              CEO                                  

4

EX-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.

12/16/2013   /s/ James G. Baughman James G. Baughman
Chief Executive and acting Chief Financial Officer

EX-32

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER
OF CYCLONE URANIUM CORPORATION

PURSUANT TO 18 U.S.C. SECTION 1350

        Pursuant to 18 U.S.C. Section 1350 and in connection with the accompanying report on Form 10-Q for the quarter ended October 31, 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.

12/16/2013   /s/ James G. Baughman James G. Baughman
Chief Executive and acting Chief Financial Officer

XML

Acquisition of New Fork Uranium Corporation (Details) (USD $)	0 Months Ended	9 Months Ended
	Mar. 14, 2012	Oct. 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

XML

Notes Payable

9 Months Ended

Oct. 31, 2013

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 October 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 October 31, 2013 principal and interest due are $160,000 and $104,966.

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 due upon maturity. The note and accrued interest was due and payable July 7, 2013. As of October 31, 2013, the Company had recorded $4,286 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 October 31, 2013, the Company is in default on the note.  On October 31, 2013 the balance due, including interest is $39,286. We are currently engaged in discussions with the lender to extend the note.

On August 30, 2013, the Company entered into an agreement with a shareholder in the form of a promissory note payable, in the amount of $150,000. The terms of the note include an interest rate of 30% per annum. The note is due and payable 120 days from August 30, 2013. In connection with the financing agreement, on August 30, 2013 the Company issued a warrant to purchase 5,000,000 shares of common stock, exercisable on or before August 30, 2016 at $0.02 per share. The fair value of the warrant at the date of grant was $119,698 using a Black Scholes option pricing model using inputs described in Note 8. The proceeds from the note were allocated to notes payable and warrants based on the relative fair value of the debt and warrants. An amount of $33,286 was expensed in the quarter ended October 31, 2013. The remaining amount of $33,287 will be amortized and expensed over the life of the note which matures December 30, 2013.

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 October 31, 2013, the Company is in default on the note.The default interest rate is 45%. As of October 31, 2013 the balance due, including interest, is $446,550. In addition, the note is secured by all of the property of the Company. We are currently engaged in discussions with the lender to extend 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.

XML

Common Stock Options and Warrants (Details) (USD $)	3 Months Ended	9 Months Ended		0 Months Ended			3 Months Ended			0 Months Ended
	Oct. 31, 2013	Oct. 31, 2013	Jan. 31, 2013	Aug. 31, 2012 Warrant Purchase Agreement With An Unaffiliated Accredited Investor [Member]	Jan. 07, 2013 Warrant For Purchase Of Common Stock Agreement With Related Party Investor [Member]	Jun. 19, 2012 Common Stock [Member]	Oct. 31, 2013 Common Stock [Member]	Oct. 31, 2013 Warrant [Member]	Jun. 19, 2012 Warrant [Member]	Mar. 29, 2012 Officers And Directors [Member]	Mar. 25, 2013 CFO Services [Member]	Mar. 25, 2013 Accounting Services [Member]	Mar. 25, 2013 Contractors [Member]
Common Stock Options and Warrants (Details) [Line Items]
Stock Option Expiration Period		10 years								5 years	5 years	5 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares)		4,500,000			1,000,000					2,500,000	4,000,000	500,000	4,500,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share)		$ 0.02								$ 0.06	$ 0.02	$ 0.02
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value (in Dollars)										$ 99,924	$ 79,498	$ 9,937
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term				5 years	3 years					5 years	5 years	5 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate				194.81%	210.18%					305.30%	243.90%	243.90%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate				0.59%	0.41%					1.01%	0.80%	0.80%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used					Black Scholes option pricing model					Black-Scholes option pricing model	Black-Scholes option pricing model	Black-Scholes model
Stock Issued During Period, Shares, New Issues (in Shares)		8,500,000				2,000,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)				6,814,000				250,000	1,000,000
Shares Issued, Price Per Share (in Dollars per share)			$ 0.05			$ 0.05	$ 0.02
Warrant Term				5 years				5 years
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share)	$ 0.08	$ 0.08	$ 0.02	$ 0.02	$ 0.02			$ 0.25
Warrants Grant Date Fair Value (in Dollars)				132,332
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price (in Dollars per share)				$ 0.02	$ 0.02
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value (in Dollars)					25,417
Stock Issued During Period, Shares, Other (in Shares)							500,000
Fair Value Assumptions, Expected Term		4 years 6 months
Fair Value Assumptions, Expected Volatility Rate		228.30%
Fair Value Assumptions, Risk Free Interest Rate		1.31%
Fair Value Assumptions, Exercise Price (in Dollars per share)	$ 0.016	$ 0.016
Stock or Unit Option Plan Expense (in Dollars)	$ 27,126

XML

Acquisition of New Fork Uranium Corporation (Details) - Acquisition of New Fork Uranium Corporation (USD $)			9 Months Ended
	Oct. 31, 2013	Jan. 31, 2013	Oct. 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	$ 1,400,000	$ 1,400,000	$ 1,711,777

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Common Stock Options and Warrants (Details) - Warrant Activity (USD $)	9 Months Ended
	Oct. 31, 2013	Jan. 31, 2013
Warrant Activity [Abstract]
Warrants Outstanding, Number of Shares	18,064,000	8,814,000
Warrants Outstanding, Weighted Average Exercise Price (in Dollars per Share)	$ 0.08	$ 0.02
Exercisable at October 31, 2013	18,064,000
Exercisable at October 31, 2013 (in Dollars per share)	$ 0.08
Issued	9,250,000
Issued (in Dollars per share)	$ 0.09
Exercised
Exercised (in Dollars per share)
Expired/Cancelled
Expired/Cancelled (in Dollars per share)

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Common Stock Options and Warrants (Details) - Information about stock options (USD $)	9 Months Ended
	Oct. 31, 2013
Range Of Price 0. 02 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding, Weighted Average Number Outstanding	4,500,000
Options Outstanding, Contractual Life	4 years 146 days
Options Outstanding, Weighted Average Exercise Price (in Dollars per share)	$ 0.02
Options Exercisable, Weighted Average Number Exercisable	2,250,000
Options Exercissble, Weighted Average Exercise Price (in Dollars per share)	$ 0.02
Range Of Price 0. 05 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding, Weighted Average Number Outstanding	2,000,000
Options Outstanding, Contractual Life	2 years 200 days
Options Outstanding, Weighted Average Exercise Price (in Dollars per share)	$ 0.05
Options Exercisable, Weighted Average Number Exercisable	2,000,000
Options Exercissble, Weighted Average Exercise Price (in Dollars per share)	$ 0.05
Range Of Price 0. 06 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding, Weighted Average Number Outstanding	5,650,000
Options Outstanding, Contractual Life	2 years 65 days
Options Outstanding, Weighted Average Exercise Price (in Dollars per share)	$ 0.06
Options Exercisable, Weighted Average Number Exercisable	3,150,000
Options Exercissble, Weighted Average Exercise Price (in Dollars per share)	$ 0.06
Range Of Price 0. 08 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding, Weighted Average Number Outstanding	500,000
Options Outstanding, Contractual Life	1 year 80 days
Options Outstanding, Weighted Average Exercise Price (in Dollars per share)	$ 0.08
Options Exercisable, Weighted Average Number Exercisable	500,000
Options Exercissble, Weighted Average Exercise Price (in Dollars per share)	$ 0.08
Range Of Price 0. 30 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding, Weighted Average Number Outstanding	100,000
Options Outstanding, Contractual Life	1 year 80 days
Options Outstanding, Weighted Average Exercise Price (in Dollars per share)	$ 0.30
Options Exercisable, Weighted Average Number Exercisable	100,000
Options Exercissble, Weighted Average Exercise Price (in Dollars per share)	$ 0.30
Range Of Price 0. 60 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding, Weighted Average Number Outstanding	2,000,000
Options Outstanding, Contractual Life	2 years 36 days
Options Outstanding, Weighted Average Exercise Price (in Dollars per share)	$ 0.60
Options Exercisable, Weighted Average Number Exercisable	2,000,000
Options Exercissble, Weighted Average Exercise Price (in Dollars per share)	$ 0.60

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Common Stock Options and Warrants (Details) - Stock options activity (USD $)	9 Months Ended
	Oct. 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 October 31, 2013	12,500,000
Exercisable at October 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)

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Nature of Operations and Basis of Presentation

9 Months Ended

Oct. 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 and 10-K/A 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 and 10-K/A for the year ended January 31, 2013, and are supplemented throughout the notes to condensed consolidated financial statements. 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 and 10-K/A 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.

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Loss Per Share

9 Months Ended

Oct. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

NOTE 3 – Loss Per Share

Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share is calculated by dividing net 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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Asset Retirement Obligations and Restricted Deposits

9 Months Ended

Oct. 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 was released. Approximately $127,000 of this amount was used to pay annual mineral claim fees, $130,000 was paid to Tournigan Energy, and $47,000 was used for operations.

The balance of restricted deposits at October 31, 2013 was $35,106, which may be released upon future inspection by the Arizona BLM.

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Going Concern

9 Months Ended

Oct. 31, 2013

Going Concern [Abstract]

Going Concern [Text Block]

NOTE 4 - Going Concern

The Company has an accumulated deficit of $21,287,674 and has a working capital deficit of $1,269,205 at October 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.

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Common Stock Options and Warrants (Details) - Information about outstanding warrants (USD $)			9 Months Ended
	Oct. 31, 2013	Jan. 31, 2013	Oct. 31, 2013 Exercise Price 0.02 [Member]	Oct. 31, 2013 Exercise Price 0. 05 [Member]	Oct. 31, 2013 Exercise Price 0. 25 [Member]
Common Stock Options and Warrants (Details) - Information about outstanding warrants [Line Items]
Warrants outstanding, Nember of Shares	18,064,000	8,814,000	12,814,000	1,000,000	4,250,000
Warrants outstanding, Remaining Contractual Life			3 years 116 days	1 year 233 days	2 years 211 days
Warrants outstanding, Exercise Price Times Number of Shares (in Dollars)			$ 256,280	$ 50,000	$ 1,000,000
Warrants outstanding, Weighted Average Exercise Price (in Dollars per Share)	$ 0.08	$ 0.02	$ 0.02	$ 0.05	$ 0.25

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $)	Oct. 31, 2013	Jan. 31, 2013
Common stock par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in Shares)	600,000,000	600,000,000
Common stock, shares issued (in Shares)	149,562,125	141,062,125
Common stock, shares outstanding (in Shares)	149,562,125	141,062,125

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Related Party Transactions

9 Months Ended

Oct. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

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

As of October 31, 2013 James G. Baughman, our CEO and Director, was owed $14,500 in fees and $2,192 in accrued benefits for his duties as CEO and $12,222 in expense reimbursements.  As of October 31, 2013, the entire amount of $28,914 was owed to Mr. Baughman.

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STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended		153 Months Ended
	Oct. 31, 2013	Oct. 31, 2012	Oct. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (575,252)	$ (1,013,683)	$ (5,934,559)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Income from sale of mineral interests			(2,235,000)
Writedown of inventory to market value			125,000
Impairment of mineral interests		281,477	621,277
Relief of payables and other indebtedness			(66,935)
Depreciation			7,062
Common stock issued for services			419,814
Stock compensation	52,193	199,924	1,244,794
Non cash interest expense	33,286	132,332	33,286
Changes in assets and liabilities:
Inventory			50,000
Prepaid and other current assets	15,536	(52,724)	(60,987)
Accounts payable and accrued expenses	109,055	(5,341)	758,267
Accounts payable and accrued expenses, related party	(8,030)		(8,030)
Asset retirement obligation			(52,000)
Accounts payable and accrued expenses - shareholders	40,492	39,768	571,348
Net cash (used in) operating activities	(332,720)	(418,247)	(4,526,663)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received in acquisition		297,564	310,393
Proceeds from sale of mineral interests			2,235,000
Release of reclamation bonds			895,000
Net cash provided by investing activities		297,564	3,440,393
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of amounts due to Tournigan Energy, Inc			(330,000)
Cash received from sale of common stock	170,000	50,000	1,026,486
Proceeds from the exercise of stock options			35,000
Proceeds from notes payable	150,000	300,000	485,000
Proceeds from notes payable - shareholder			350,500
Repayment of note payable - shareholder		(149,000)	(1,181,568)
Capital contribution by shareholder			689,068
Net cash provided by financing activities	320,000	201,000	1,074,486
INCREASE(DECREASE) IN CASH	(12,720)	80,317	(11,784)
Cash, beginning of period	21,323	315	20,387
Cash, end of period	8,603	80,632	8,603
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Reclassification of capital contributions to note payable			864,068
Conversion of notes payable and accrued interest to common stock			329,181
Conversion of amounts due to shareholders to common stock			374,089
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
New Fork Acquisition [Member]
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received in acquisition		297,564	297,564
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common shares issued for New Fork acquisition		2,000,000	2,030,300
Tournigan Acquisition [Member]
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received in acquisition			12,829
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of amounts due to Tournigan Energy, Inc			(330,000)
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Contribution of amounts due Tournigan Energy Ltd to capital			$ 873,327

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Oct. 31, 2013	Jan. 31, 2013
CURRENT ASSETS
Cash	$ 8,603	$ 21,323
Restricted deposits	35,106	35,000
Prepaid and other current assets	123,771	139,413
Total Current Assets	167,480	195,736
OTHER ASSETS
Mineral interests	1,400,000	1,400,000
Total Other Assets	1,400,000	1,400,000
TOTAL ASSETS	1,567,480	1,595,736
CURRENT LIABILITIES
Accounts payable and accrued expenses	208,051	98,996
Accounts payable and accrued expenses - related party	80,273	88,303
Notes payable-shareholders	311,713	195,000
Note payable	300,000	300,000
Accounts payable and accrued expenses - shareholders	536,648	496,156
Total Current Liabilities	1,436,685	1,178,455
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 600,000,000 shares authorized 149,562,125 and 141,062,125 shares issued and outstanding, respectively	149,561	141,061
Additional paid-in capital	21,268,908	20,988,642
Accumulated (deficit) prior to exploration stage	(15,353,115)	(15,353,115)
Accumulated (deficit) during exploration stage	(5,934,559)	(5,359,307)
Total Stockholders' Equity (Deficit)	130,795	417,281
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 1,567,480	$ 1,595,736

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Related Party Transactions (Details) (USD $)	12 Months Ended
	Jan. 31, 2012	Oct. 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		2,192
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		$ 28,914

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Stockholders' Equity (Deficit) (Details) (USD $)	9 Months Ended		12 Months Ended		153 Months Ended		12 Months Ended			12 Months Ended			0 Months Ended	12 Months Ended
	Oct. 31, 2013	Oct. 31, 2012	Jan. 31, 2013	Jan. 31, 2012	Oct. 31, 2013	Jan. 31, 2013 Private Placement [Member] One-Half Warrant [Member]	Jan. 31, 2013 Private Placement [Member]	Aug. 28, 2013 One-Half Warrant [Member] Accredited Member, Inc. [Member]	Oct. 31, 2013 One-Half Warrant [Member]	Jan. 31, 2012 Consulting Expense [Member]	Jan. 31, 2012 Website Expense [Member]	Jan. 31, 2012 Two Individuals [Member]	Aug. 28, 2013 Accredited Member, Inc. [Member]	Jan. 31, 2013 New Fork [Member]	Mar. 14, 2012 New Fork [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services			2,000,000							750,000	50,000	800,000	500,000
Shares Issued, Price Per Share (in Dollars per share)			$ 0.05				$ 0.04			$ 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)	8,500,000						2,000,000							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)	$ 0.08		$ 0.02		$ 0.08	$ 0.05		$ 0.25	$ 0.25
Share Price (in Dollars per share)	$ 0.02				$ 0.02								$ 0.02
Class Of Warrant Or Right Term For Which Warrants Or Rights Exercisable	5 years												5 years
Proceeds from Issuance of Common Stock (in Dollars)	$ 170,000	$ 50,000			$ 1,026,486

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Common Stock Options and Warrants

9 Months Ended

Oct. 31, 2013

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

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 fair market value at the date of grant. All options vest at a time determined at the discretion of the Company's Board of Directors. All options expire if not exercised within 10 years from the date of grant, unless stated otherwise by the Board of Directors upon issuance.

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

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

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

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

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

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

Range of Prices	Weighted Average Number Outstanding	Contractual Life	Weighted Average Exercise Price	Weighted Average Number Exercisable	Weighted Average Exercise Price
$0.02	4,500,000	4.40 yrs	$0.02	2,250,000	$0.02
$0.05	2,000,000	2.55 yrs	$0.05	2,000,000	$0.05
$0.06	5,650,000	2.18 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	1.22 yrs	$0.08	500,000	$0.08
$0.30	100,000	1.22 yrs	$0.30	100,000	$0.30
$0.60	2,000,000	2.10 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.

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 October 31, 2013 the Company issued 500,000 shares of common stock at $0.02 per share in exchange for certain services provided to the Company.  In addition 250,000 warrants were issued to the same service provider  which are exercisable at $0.25 per share with a term of five years from the grant date.

Warrants	Number of Shares	Weighted Average Exercise Price
Outstanding at January 31, 2013	8,814,000	$0.02
Issued	9,250,000	$0.09
Exercised	-	-
Expired/Cancelled	-	-
Outstanding at October 31, 2013	18,064,000	$0.08
Exercisable at October 31, 2013	18,064,000	$0.08

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

Exercise Price	Number of Shares	Remaining Contractual Life	Exercise Price Times Number of Shares	Weighted Average Exercise Price
$0.02	12,814,000	3.32 yrs	$256,280	$0.02
$0.05	1,000,000	1.64 yrs	$50,000	$0.05
$0.25	4,250,000	2.58 yrs	$1,000,000	$0.25
	18,064,000

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 revalued again using the Black-Scholes option pricing model for the quarter ended October 31, 2013 based on the following assumptions: expected life of the options of 4.50 years, expected volatility of 228.3%, risk-free interest rate of 1.31% and a stock price of $0.016, the Company calculated that the value for the unvested options had declined by $27,126 which was recorded as a negative stock option expense in the quarter ended October 31, 2013. 

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Common Stock Options and Warrants (Tables)

9 Months Ended

Oct. 31, 2013

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

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

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

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
$0.02	4,500,000	4.40 yrs	$0.02	2,250,000	$0.02
$0.05	2,000,000	2.55 yrs	$0.05	2,000,000	$0.05
$0.06	5,650,000	2.18 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	1.22 yrs	$0.08	500,000	$0.08
$0.30	100,000	1.22 yrs	$0.30	100,000	$0.30
$0.60	2,000,000	2.10 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, 2013	8,814,000	$0.02
Issued	9,250,000	$0.09
Exercised	-	-
Expired/Cancelled	-	-
Outstanding at October 31, 2013	18,064,000	$0.08
Exercisable at October 31, 2013	18,064,000	$0.08

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

Exercise Price	Number of Shares	Remaining Contractual Life	Exercise Price Times Number of Shares	Weighted Average Exercise Price
$0.02	12,814,000	3.32 yrs	$256,280	$0.02
$0.05	1,000,000	1.64 yrs	$50,000	$0.05
$0.25	4,250,000	2.58 yrs	$1,000,000	$0.25
	18,064,000

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Stockholders' Equity (Deficit)

9 Months Ended

Oct. 31, 2013

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 7 - Stockholders’ Equity (Deficit)

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

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

On August 28, 2013, Accredited Members, Inc. was issued 500,000 of common stock at a price of $0.02 per share in exchange for an accounts payable for professional services provided to the Company. Each share also included one-half warrant exercisable at $0.25 per share with a term of five years from issuance.

During the nine months ended October 31, 2013 the Company, for a total of $170,000 issued 8,500,000 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. This issuance included the Accredited Members, Inc. transaction described above, which was the only equity based transaction for the quarter ended October 31, 2013. Based on the terms and conditions of the warrants, we have concluded that all of the warrants issued meet the criteria for equity classification.

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Acquisition of New Fork Uranium Corporation

9 Months Ended

Oct. 31, 2013

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

NOTE 2 - Acquisition of New Fork Uranium Corporation

On March 14, 2012, the Company entered into a Stock Purchase Agreement (“the 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 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 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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Acquisition of New Fork Uranium Corporation (Details) - Acquisition of New Fork Uranium Corporation (Parentheticals) (New Fork [Member])	0 Months Ended	9 Months Ended
	Mar. 14, 2012	Oct. 31, 2013
New Fork [Member]
Acquisition of New Fork Uranium Corporation (Details) - Acquisition of New Fork Uranium Corporation (Parentheticals) [Line Items]
Acquired net assets percentage		100.00%
Issuance of shares of stock (in Shares)	50,000,000	50,000,000

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Acquisition of New Fork Uranium Corporation (Tables)

9 Months Ended

Oct. 31, 2013

Business Combinations [Abstract]

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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Asset Retirement Obligations and Restricted Deposits (Details) (USD $)	9 Months Ended		12 Months Ended		153 Months Ended
	Oct. 31, 2013	Oct. 31, 2012	Jan. 31, 2011	Jan. 31, 2010	Oct. 31, 2013	Jan. 31, 2013
Asset Retirement Obligations and Restricted Deposits (Details) [Line Items]
Release Of Restricted Deposit During The Period			$ 304,400	$ 575,600
Mineral Claim Fees			127,000	340,000
Repayment of Amounts Due to Acquired Entity					330,000
Release Of Restricted Deposit Used For Operation			47,000
Deposits Assets, Current	35,106				35,106	35,000
Tournigan Energy [Member]
Asset Retirement Obligations and Restricted Deposits (Details) [Line Items]
Repayment of Amounts Due to Acquired Entity			$ 130,000	$ 200,000

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Going Concern (Details) (USD $)	Oct. 31, 2013
Going Concern (Details) [Line Items]
Retained Earnings (Accumulated Deficit)	$ 21,287,674
Working Capital Deficit	1,269,205
Note Payable Issued On August 31 2012 [Member]
Going Concern (Details) [Line Items]
Debt Instrument, Debt Default, Amount	300,000
Note Payable Issued On January 7 2013 [Member]
Going Concern (Details) [Line Items]
Debt Instrument, Debt Default, Amount	$ 35,000

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Document And Entity Information	9 Months Ended
	Oct. 31, 2013	Dec. 10, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	Cyclone Uranium Corp
Document Type	10-Q
Current Fiscal Year End Date	--01-31
Entity Common Stock, Shares Outstanding		149,562,125
Amendment Flag	false
Entity Central Index Key	0000844788
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Oct. 31, 2013
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3

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Notes Payable (Details) (USD $)	9 Months Ended		153 Months Ended		0 Months Ended	9 Months Ended	0 Months Ended			9 Months Ended	12 Months Ended								0 Months Ended
	Oct. 31, 2013	Oct. 31, 2012	Oct. 31, 2013	Jan. 31, 2013	Aug. 30, 2013 Warrant [Member] Shareholders Loan [Member]	Oct. 31, 2013 Warrant [Member] Shareholders Loan [Member]	Aug. 31, 2012 Warrant [Member] Non Affiliated [Member]	Oct. 31, 2013 Warrant [Member]	Jun. 19, 2012 Warrant [Member]	Oct. 31, 2013 Shareholders Loan [Member]	Jan. 31, 2009 Shareholders Loan [Member]	Aug. 30, 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, 2005 Shareholders Loan [Member]	Aug. 31, 2012 Non Affiliated [Member]	Aug. 30, 2013 Promissory Notes [Member]	Jan. 07, 2013 Promissory Notes [Member]
Notes Payable (Details) [Line Items]
Notes Payable, Related Parties, Current	$ 311,713		$ 311,713	$ 195,000						$ 160,000	$ 80,000		$ 340,000	$ 30,000	$ 150,000	$ 50,000	$ 30,000		$ 150,000	$ 35,000
Debt Instrument, Interest Rate, Stated Percentage											5.00%							15.00%	30.00%	15.00%
Debt Instrument, Interest Rate, Increase (Decrease)											10.00%
Repayments of Notes Payable										180,000									33,287
Interest Payable, Current										104,966
Interest Payable	4,286		4,286
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)							6,814,000	250,000	1,000,000	1,000,000		5,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share)	$ 0.08		$ 0.08	$ 0.02			$ 0.02	$ 0.25		$ 0.02		$ 0.02
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value (in Dollars)					119,698	25,417	132,332
Notes Payable, Current	300,000		300,000	300,000						39,286
Debt Instrument, Term																			120 days
Debt Instrument, Issuance Date																			Aug. 30, 2013
Interest Expense, Debt	33,286	132,332	33,286
Debt Instrument, Maturity Date																			Dec. 30, 2013
Bridge Loan																		300,000
Debt Default Short Term Debt Interest Rate																		45.00%
Short-term Debt																		$ 446,550