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, 2014

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 5

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 159,562,125 shares of the issuer's common stock, par value $0.001, outstanding as of December 11, 2014.

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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, 2014

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	13
Item 3.  Quantitative and Qualitative Disclosures About Market Risk	16
Item 4. Controls and Procedures	16
PART II – Other Information
Item 1. Legal Proceedings	17
Item 1A. Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.  Defaults Upon Senior Securities	17
Item 4.  Mine Safety Disclosure	18
Item 5.  Other Information	18
Item 6. Exhibits	19
Signatures	20

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ITEM 1. Financial Statements and Notes

Cyclone Uranium Corporation Condensed Consolidated Balance Sheets
	October 31, 2014 (unaudited)		January 31, 2014
ASSETS
CURRENT ASSETS
Cash	$	323	$	2,582
Restricted deposits		35,184		35,184
Prepaid and other current assets		1,000		81,607
Total Current Assets		36,507		119,373
OTHER ASSETS
Mineral interests		-		1,400,000
Total Other Assets		-		1,400,000
TOTAL ASSETS	$	36,507	$	1,519,373
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	366,779	$	255,886
Accounts payable and accrued expenses - related party		107,350		88,657
Accounts payable and accrued expenses - shareholders		555,230		550,620
Notes payable-shareholders		195,000		345,000
Note payable		300,000		300,000
Total Current Liabilities		1,524,359		1,540,163
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 600,000,000 shares authorized
159,562,125 and 149,562,125 shares issued and outstanding, respectively		159,561		149,561
Additional paid-in capital		21,369,193		21,268,482
Accumulated (deficit)		(23,016,606)		(21,438,833)
Total Stockholders' Equity (Deficit)		(1,487,852)		(20,790)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	36,507	$	1,519,373

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

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Cyclone Uranium Corporation Condensed Consolidated Statement of Operations (unaudited) For the three and nine months ended October 31, 2014 and 2013
	For the three months ended October 31,				For the nine months ended October 31,
	2014		2013		2014		2013
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
REVENUE	$	-	$	-	$	-	$	-
COSTS AND EXPENSES
Exploration expense		11,461		34,470		80,607		137,383
General and administrative		37,504		36,102		144,186		266,494
TOTAL OPERATING EXPENSES		48,965		70,572		224,793		403,877
LOSS FROM OPERATIONS		(48,965)		(70,572)		(224,793)		(403,877)
OTHER INCOME (EXPENSES)
Interest expense - related party		-		-		-		-
Interest expense		(34,872)		(34,872)		(103,478)		(103,477)
Interest expense - shareholder		(5,323)		(48,503)		(43,446)		(68,003)
Impairment of mineral interests		(1,400,000)		-		(1,400,000)		-
Relief of payables and other indebtedness		188,836		-		188,836		-
Other income		5,108		-		5,108		105
TOTAL OTHER INCOME (EXPENSES)		(1,246,251)		(83,375)		(1,352,980)		(171,375)
LOSS BEFORE TAXES		(1,295,216)		(153,947)		(1,577,773)		(575,252)
INCOME TAXES		-		-		-		-
NET LOSS	$	(1,295,216)	$	(153,947)	$	(1,577,773)	$	(575,252)
NET LOSS PER COMMON SHARE,
BASIC AND DILUTED	$	(0.01)	$	(0.00)	$	(0.01)	$	(0.00)
WEIGHTED AVERAGE NUMBER OFCOMMON STOCK SHARES OUTSTANDING,
BASIC AND DILUTED		157,388,212		149,404,516		154,836,850		144,622,632

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

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Cyclone Uranium Corporation Statements of Cash Flows (unaudited) For the nine months ended October 31, 2014
	For the nine months ended
	October 31, 2014		October 31, 2013
	(unaudited)		(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,577,773)	$	(575,252)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Impairment of mineral interests		1,400,000		-
Relief of payables and other indebtedness		(188,836)		-
Stock based compensation		10,711		52,193
Non cash interest expense		-		33,286
Changes in assets and liabilities:
Prepaid and other current assets		80,607		15,536
Accounts payable and accrued expenses		110,893		109,055
Accounts payable and accrued expenses, related party		18,693		(8,030)
Accounts payable and accrued expenses - shareholders		43,446		40,492
Net cash used in operating activities		(102,259)		(332,720)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash received from sale of common stock		100,000		170,000
Proceeds from notes payable		-		150,000
Net cash provided by financing activities		100,000		320,000
INCREASE DECREASE IN CASH		(2,259)		(12,720)
Cash, beginning of period		2,582		21,323
Cash, end of period	$	323	$	8,603

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, 2014

(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 uranium.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) pursuant to Item 210 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2014.

The accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements in the Report on Form 10-K for the year ended January 31, 2014, 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 for the year ended January 31, 2014.

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

In June 2014, the FASB issued ASU No. 2014-10, which amended Accounting Standards Codification (ASC) Topic 915 Development Stage Entities. The amendment eliminates certain financial reporting requirements surrounding development stage entities, including an amendment to the variable interest entities guidance in ASC Topic 810, Consolidation. The amendment removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other entities from U.S. GAAP. Consequently, the amendment eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

This amendment is effective for fiscal years beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company has made the election to early adopt this amendment effective June 30, 2014 and, as a result, the Company is no longer presenting or disclosing the information previously required under Topic 915. The early adoption was made to reduce data maintenance by removing all incremental financial reporting requirements for development stage entities. The adoption of this amendment alters the disclosure requirements of the Company, but it does not have any material impact on the Company’s financial position or results of operations for the current or any prior reporting periods.

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact the adoption of ASU 2014-15 will have on our financial statements and related disclosures.

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NOTE 2 - Going Concern

The Company has an accumulated deficit of $23,016,606 and has a working capital deficit of $1,487,852 at October 31, 2014.  The Company has no current revenue producing operations and is in default on all of its outstanding debt.  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 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 3 - 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, 2014 principal and interest due are $160,000 and $126,189.

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, 2014, the Company had recorded $8,213 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 5, and the full expense was recorded as of the date of issuance.  As of October 31, 2014, the Company is in default on the note.  On October 31, 2014 the balance due, including interest is $44,536.  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 was due and payable 120 days from August 30, 2013.  In addition, the Note was secured by a pledge of certain shares of common stock owned by James Baughman, CEO of the Company.  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 5.  The proceeds from the note were allocated to notes payable and warrants based on the relative fair value of the debt and warrants.  The remaining amount of $66,573 was amortized and expensed over the life of the note which matured December 30, 2013.  

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On August 27, 2014, the Company entered into a Settlement Agreement and General Release document with the lender that releases the Company’s obligation to pay on this note in exchange for 400,000 common shares of WestMountain Gold, Inc. that had been pledged by James Baughman, which had been collateralized per the note.  The principal balance due of $150,000, accrued interest of $38,836 and legal expenses of $2,500, for a total of $191,336, was due on this obligation. The Company recorded an accrual and legal expense for the $2,500. The principal and interest was recorded as other income as a debt extinguishment. With the release of this obligation, the Company has $-0- balance due on the note.

Non-affiliated

On August 31, 2012 the Company entered into a $300,000 bridge loan financing arrangement with an unaffiliated accredited investor, the proceeds of which were used to pay maintenance fees to the Bureau of Land Management and general operating expenses of the Company.  The note payable bears interest at a rate of 15% per annum and was due and payable on or before October 30, 2012.  As of October 31, 2014, the Company is in default on the note.  The default interest rate is 45%. As of October 31, 2014 the balance due, including interest, is $584,900. The Note is secured by all of the property of the Company in addition to a pledge of certain shares of common stock owned by James Baughman, Maria Baughman, Purcell Group LLC and Publican Capital Corporation.  The Company is currently engaged in settlement negotiations with lender for payment of the note.

NOTE 4 – Stockholders’ Equity (Deficit)

On June 9, 2014 the Company, issued 10,000,000 shares of common stock for a $100,000 investment received from an accredited investor.  Each share also includes one warrant exercisable at $0.05 per share with a term of five years from issuance.  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 5 - 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 stock-based 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 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.

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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.

		Weighted Average Exercise Price
	Number of Shares
Options
Outstanding at January 31, 2014	14,750,000	$	0.12
Issued	-		-
Exercised	-		-
Expired/Cancelled	-		-
Outstanding at October 31, 2014	14,750,000	$	0.12
Exercisable at October 31, 2014	13,750,000	$	0.13

The following table summarizes information about stock options at October 31, 2014:

	Weighted Average Number Outstanding			Weighted Average Number Exercisable	Weighted Average Exercise Price
Range of Prices			Weighted Average Exercise Price
		Contractual Life
$0.02	4,500,000	3.40 yrs	$0.02	3,500,000	$0.02
$0.05	2,000,000	1.55 yrs	$0.05	2,000,000	$0.05
$0.06	5,650,000	1.18 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	0.22 yrs	$0.08	500,000	$0.08
$0.30	100,000	0.22 yrs	$0.30	100,000	$0.30
$0.60	2,000,000	1.35 yrs	$0.60	2,000,000	$0.60

		Weighted Average Exercise Price
	Number of Shares
Warrants
Outstanding at January 31, 2014	18,064,000	$0.08
Issued	10,000,000	$0.05
Exercised	-	-
Expired/Cancelled	-	-
Outstanding at October 31, 2014	28,064,000	$0.07
Exercisable at October 31, 2014	28,064,000	$0.07

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On October 31, 2014, the Company had the following outstanding warrants:

					Weighted Average Exercise Price
		Remaining Contractual Life	Exercise Price Times Number of Shares
Exercise Price	Number of Shares
$0.02	12,814,000	2.32 yrs	$	256,280	$0.02
$0.05	11,000,000	4.25 yrs	$	550,000	$0.05
$0.25	4,250,000	3.58 yrs	$	1,000,000	$0.25
	28,064,000

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.  On March 25, 2013, options to purchase 4,500,000 shares of common stock were issued to contractors, 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, 2014 based on the following assumptions: expected life of the options of 3.50 years, expected volatility of 205.34%, risk-free interest rate of 1.62% and a stock price of $0.01 per share.  Based on these assumptions, the Company calculated that the value for the unvested options had decreased by $2,938 during the quarter which was recorded as a negative stock option expense in the quarter ended October 31, 2014. 

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NOTE 6 - 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, 2014, $51,359 was owed to Minex Exploration for these services.

NOTE 7 – Mineral Interests and Maintenance Fees

On September 2, 2014 the annual lease payments to the Bureau of Land Management were due for our federal mining claims covering about 10,000 acres of land in Arizona and Wyoming and account for substantially all of the assets in the Company.  We were unable to raise the capital required to make these payments to the BLM and as a result have lost all rights and interests in these claims. As of October 31, 2014, the Company recorded a loss of $1.4 million related to the mineral interests. For the three months ended October 31, 2014, the Company recorded an exploration expense of $11,461. All prepaid expenses related to maintenance fees are now at $-0- on the Balance Sheet.   

Management is currently assessing the options for the Company going forward.

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

Cautionary Statement about Forward-Looking Statements

This Form 10-Q contains forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “hopes,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, the Company’s plans for a drill program, the Company’s potential for joint venture partners, and other characterizations of future events or circumstances are forward-looking statements. The Company’s properties are without known reserves and any proposed projects or drill programs are exploratory in nature.  Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified under “Risk Factors” in our Form 10-K for the year ended January 31, 2014.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.

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

Overview

Cyclone Uranium Corporation (formerly known as Fischer-Watt Gold Company, Inc., collectively with its subsidiaries, "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, 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.  Until September 2, 2014 the Company held significant acreage on key uranium ground in the Red Desert.  The Company is currently in negotiations to replace the mineral properties that were lost.

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

On September 2, 2014 the annual lease payments to the Bureau of Land Management were due for our federal mining claims covering about 10,000 acres of land in Arizona and Wyoming and account for substantially all of the assets in the Company.  We were unable to raise the capital required to make these payments to the BLM and as a result have lost all rights and interests in these claims. As of October 31, 2014, the Company recorded a loss of $1.4 million related to the mineral interests.

Results of Operations

The following discussion involves the results of operations for the three and nine months ended October 31, 2014 and October 31, 2013.

The Company had no revenue from production during the three and nine months ended October 31, 2014 or 2013 as the Company had no properties in production.

Exploration expenses for the three months ended October 31, 2014 were $11,461 compared to $34,470 for the three months ended October 31, 2013.  For the nine months ended October 31, 2014 and October 31, 2013, the exploration expenses were $80,607 and $137,383, respectively. This decrease for the three and nine months are attributed to management’s decision to not renew certain claims that were deemed to be more speculative in the last year which weren’t adding to the Company’s strategy and then not being able to renew all of the Company’s claims in September 2014.

General and administrative expenses for the three months ended October 31, 2014 were $37,505 compared to $36,102 for the three months ended October 31, 2013.  For the nine months ended October 31, 2014 and 2013, general and administrative expenses were $144,186 and $266,494, respectively. This decrease for the three and nine month comparable periods are attributed primarily to a decrease in professional services in 2014.

Total other expenses for the three months ended October 31, 2014 were $661,351 compared to $83,375 for the three months ended October 31, 2013.  Total other expenses for the nine months ended October 31, 2014 and October 31, 2013 were $768,080 and $171,375, respectively. The increase in both comparable periods were due to the $1.4M write off of mineral interests and the forgiveness of indebtedness for a past due note payable. (See Footnotes 3 and 7)

For the three months ended October 31, 2014, the Company reported a net loss of $1,295,216 compared to a net loss of $153,947 for the three months ended October 31, 2013. For the nine months ended October 31, 2014, the Company reported a net loss of $1,577,773 compared to a net loss of $575,252 for the nine months ended October 31, 2013.

Liquidity and Financial Condition

The Company had unrestricted cash on hand at October 31, 2014, of $323 compared to $2,582 on January 31, 2014.  The Company also holds restricted cash of $35,184 relating to reclamation bonds covering the mineral properties acquired from Tournigan Energy.

14

Current liabilities amounted to $939,459 on October 31, 2014 compared to $1,540,163 on January 31, 2014. This decrease of $600,704 is associated with the forgiveness of debt that was recorded during the nine months ended October 31, 2014. Current assets amounted to $36,507 resulting in a working capital deficit of $902,952 at October 31, 2014.

Cash used in operating activities for the nine months ended October 31, 2014 was $102,259 compared to $332,720 for the nine months ended October 31, 2013.

Cash provided by financing activities for the nine months ended October 31, 2014 was $100,000 compared to $320,000 for the nine months ended October 31, 2013. 

Because the Company was unable to make its annual lease payments on September 2, 2014 to the Bureau of Land Management, it recorded an impairment of its assets.  Other than nominal cash, the Company has no assets.  It is currently trying to raise additional capital and is exploring and evaluating additional assets to acquire.  The Company is currently in negotiations to replace the mineral assets that were lost.

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.

15

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

In June 2014, the FASB issued ASU No. 2014-10, which amended Accounting Standards Codification (ASC) Topic 915 Development Stage Entities. The amendment eliminates certain financial reporting requirements surrounding development stage entities, including an amendment to the variable interest entities guidance in ASC Topic 810, Consolidation. The amendment removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other entities from U.S. GAAP. Consequently, the amendment eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

This amendment is effective for fiscal years beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company has made the election to early adopt this amendment effective June 30, 2014 and, as a result, the Company is no longer presenting or disclosing the information previously required under Topic 915. The early adoption was made to reduce data maintenance by removing all incremental financial reporting requirements for development stage entities. The adoption of this amendment alters the disclosure requirements of the Company, but it does not have any material impact on the Company’s financial position or results of operations for the current or any prior reporting periods.

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact the adoption of ASU 2014-15 will have on our financial statements and related disclosures.

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

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, 2014, 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.

16

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, 2014 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 May 16, 2014, except to the extent factual information disclosed elsewhere in this Form 10-Q relates to such risk factors.

Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES

On June 9, 2014 the Company, issued 10,000,000 shares of common stock for a $100,000 investment received from an accredited investor.  Each share will also include one warrant exercisable at $0.05 per share with a term of five years from issuance.  Based on the terms and conditions of the warrants, we have concluded that all of the warrants issued meet the criteria for equity classification.

Item 3. DEFAULTS UPON SENIOR SECURITIES

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, 2014, the Company recorded $8,213 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 5, and the full expense was recorded as of the date of issuance.  As of October 31, 2014, the Company was unable to repay the note, thus, the Company is in default on the note.  On October 31, 2014 the balance due, including interest is $43,213.  We are currently engaged in discussions with the lender with regard to negotiating an extension on the note.

17

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, 2014, the Company is in default on the note.  The default interest rate is 45%. As of October 31, 2014 the balance due, including interest, is $584,900. The Note is secured by all of the property of the Company in addition to a pledge of certain shares of common stock owned by James Baughman, Maria Baughman, Purcell Group LLC and Publican Capital Corporation.  The Company is currently engaged in settlement negotiations with lender for payment of the note.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

18

Item 6. EXHIBITS

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

19

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 22, 2014	By:	/s/ James G. Baughman
			James G. Baughman
			President and Chief Executive Officer and acting Chief Financial Officer

20

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.

12/22/14	/s/ James G. Baughman
	James G. Baughman
	Chief Executive and acting Chief Financial Officer

EX-32

EXHIBIT 32    

XML

Stockholders' Equity (Deficit)

9 Months Ended

Oct. 31, 2014

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 4 – Stockholders’ Equity (Deficit)

On June 9, 2014 the Company, issued 10,000,000 shares of common stock for a $100,000 investment received from an accredited investor. Each share also includes one warrant exercisable at $0.05 per share with a term of five years from issuance. Based on the terms and conditions of the warrants, we have concluded that all of the warrants issued meet the criteria for equity classification.

XML

Notes Payable

9 Months Ended

Oct. 31, 2014

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

NOTE 3 - 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, 2014 principal and interest due are $160,000 and $126,189.

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, 2014, the Company had recorded $8,213 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 5, and the full expense was recorded as of the date of issuance. As of October 31, 2014, the Company is in default on the note.  On October 31, 2014 the balance due, including interest is $44,536. 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 was due and payable 120 days from August 30, 2013. In addition, the Note was secured by a pledge of certain shares of common stock owned by James Baughman, CEO of the Company. 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 5. The proceeds from the note were allocated to notes payable and warrants based on the relative fair value of the debt and warrants. The remaining amount of $66,573 was amortized and expensed over the life of the note which matured December 30, 2013.  

On August 27, 2014, the Company entered into a Settlement Agreement and General Release document with the lender that releases the Company’s obligation to pay on this note in exchange for 400,000 common shares of WestMountain Gold, Inc. that had been pledged by James Baughman, which had been collateralized per the note.  The principal balance due of $150,000, accrued interest of $38,836 and legal expenses of $2,500, for a total of $191,336, was due on this obligation. The Company recorded an accrual and legal expense for the $2,500. The principal and interest was recorded as other income as a debt extinguishment. With the release of this obligation, the Company has $-0- balance due on the note.

Non-affiliated

On August 31, 2012 the Company entered into a $300,000 bridge loan financing arrangement with an unaffiliated accredited investor, the proceeds of which were used to pay maintenance fees to the Bureau of Land Management and general operating expenses of the Company.  The note payable bears interest at a rate of 15% per annum and was due and payable on or before October 30, 2012.  As of October 31, 2014, the Company is in default on the note.  The default interest rate is 45%. As of October 31, 2014 the balance due, including interest, is $584,900. The Note is secured by all of the property of the Company in addition to a pledge of certain shares of common stock owned by James Baughman, Maria Baughman, Purcell Group LLC and Publican Capital Corporation. The Company is currently engaged in settlement negotiations with lender for payment of the note.

XML

Condensed Consolidated Balance Sheets (USD $)	Oct. 31, 2014	Jan. 31, 2014
CURRENT ASSETS
Cash	$ 323	$ 2,582
Restricted deposits	35,184	35,184
Prepaid and other current assets	1,000	81,607
Total Current Assets	36,507	119,373
OTHER ASSETS
Mineral interests		1,400,000
Total Other Assets		1,400,000
TOTAL ASSETS	36,507	1,519,373
CURRENT LIABILITIES
Accounts payable and accrued expenses	366,779	255,886
Accounts payable and accrued expenses - related party	107,350	88,657
Accounts payable and accrued expenses - shareholders	555,230	550,620
Notes payable-shareholders	195,000	345,000
Note payable	300,000	300,000
Total Current Liabilities	1,524,359	1,540,163
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 600,000,000 shares authorized 159,562,125 and 149,562,125 shares issued and outstanding, respectively	159,561	149,561
Additional paid-in capital	21,369,193	21,268,482
Accumulated (deficit)	(23,016,606)	(21,438,833)
Total Stockholders' Equity (Deficit)	(1,487,852)	(20,790)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 36,507	$ 1,519,373

XML

Nature of Operations and Basis of Presentation

9 Months Ended

Oct. 31, 2014

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 uranium.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) pursuant to Item 210 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2014.

The accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements in the Report on Form 10-K for the year ended January 31, 2014, 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 for the year ended January 31, 2014.

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

In June 2014, the FASB issued ASU No. 2014-10, which amended Accounting Standards Codification (ASC) Topic 915 Development Stage Entities. The amendment eliminates certain financial reporting requirements surrounding development stage entities, including an amendment to the variable interest entities guidance in ASC Topic 810, Consolidation. The amendment removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other entities from U.S. GAAP. Consequently, the amendment eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

This amendment is effective for fiscal years beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company has made the election to early adopt this amendment effective June 30, 2014 and, as a result, the Company is no longer presenting or disclosing the information previously required under Topic 915. The early adoption was made to reduce data maintenance by removing all incremental financial reporting requirements for development stage entities. The adoption of this amendment alters the disclosure requirements of the Company, but it does not have any material impact on the Company’s financial position or results of operations for the current or any prior reporting periods.

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact the adoption of ASU 2014-15 will have on our financial statements and related disclosures.

XML

Related Party Transactions (Details) (Minex Exploration [Member], USD $)	12 Months Ended
	Jan. 31, 2011	Oct. 31, 2014
Minex Exploration [Member]
Related Party Transactions (Details) [Line Items]
Related Party Transaction, Amounts of Transaction	$ 86,358
Due to Related Parties, Current		$ 51,359

XML

Going Concern

9 Months Ended

Oct. 31, 2014

Going Concern [Abstract]

Going Concern [Text Block]

NOTE 2 - Going Concern

The Company has an accumulated deficit of $23,016,606 and has a working capital deficit of $1,487,852 at October 31, 2014.  The Company has no current revenue producing operations and is in default on all of its outstanding debt. 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 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.

XML

Condensed Consolidated Balance Sheets (Parentheticals) (USD $)	Oct. 31, 2014	Jan. 31, 2014
Common stock par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	159,562,125	149,562,125
Common stock, shares outstanding	159,562,125	149,562,125

XML

Common Stock Options and Warrants (Details) (USD $)	9 Months Ended	0 Months Ended
	Oct. 31, 2014	Mar. 25, 2013
Common Stock Options and Warrants (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share)
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	3 years 6 months
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	205.34%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	1.62%
Share Price (in Dollars per share)	$ 0.01
Stock or Unit Option Plan Expense (in Dollars)	$ 2,938
Individual Providing Contract CFO Services [Member] | Each Of The Subsequent Two Years Of Service [Member]
Common Stock Options and Warrants (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage		25.00%
Individual Providing Contract CFO Services [Member]
Common Stock Options and Warrants (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period		5 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares)		4,000,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share)		0.02
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value (in Dollars)		79,498
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term		5 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate		243.90%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate		0.80%
Individual Providing Contract Accounting Services [Member]
Common Stock Options and Warrants (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period		5 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares)		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
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value (in Dollars)		9,937
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term		5 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate		243.90%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate		0.80%
Contractors [Member]
Common Stock Options and Warrants (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares)		4,500,000
Employee Stock Option [Member] | 2012 Stock Option Plan [Member]
Common Stock Options and Warrants (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	10 years

XML

Document And Entity Information	9 Months Ended
	Oct. 31, 2014	Dec. 11, 2014
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		159,562,125
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, 2014
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3

XML

Common Stock Options and Warrants (Details) - Stock options activity (USD $)	9 Months Ended
	Oct. 31, 2014
Stock options activity [Abstract]
Outstanding at January 31, 2014	14,750,000
Outstanding at January 31, 2014	$ 0.12
Issued
Issued
Exercised
Exercised
Expired/Cancelled
Expired/Cancelled
Outstanding at October 31, 2014	14,750,000
Outstanding at October 31, 2014	$ 0.12
Exercisable at October 31, 2014	13,750,000
Exercisable at October 31, 2014	$ 0.13

XML

Condensed Consolidated Statement of Operations (unaudited) (USD $)	3 Months Ended		9 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2014	Oct. 31, 2013
REVENUE
COSTS AND EXPENSES
Exploration expense	11,461	34,470	80,607	137,383
General and administrative	37,504	36,102	144,186	266,494
TOTAL OPERATING EXPENSES	48,965	70,572	224,793	403,877
LOSS FROM OPERATIONS	(48,965)	(70,572)	(224,793)	(403,877)
OTHER INCOME (EXPENSES)
Interest expense - related party
Interest expense	(34,872)	(34,872)	(103,478)	(103,477)
Interest expense - shareholder	(5,323)	(48,503)	(43,446)	(68,003)
Impairment of mineral interests	(1,400,000)		(1,400,000)
Relief of payables and other indebtedness	188,836		188,836
Other income	5,108		5,108	105
TOTAL OTHER INCOME (EXPENSES)	(1,246,251)	(83,375)	(1,352,980)	(171,375)
LOSS BEFORE TAXES	(1,295,216)	(153,947)	(1,577,773)	(575,252)
INCOME TAXES
NET LOSS	$ (1,295,216)	$ (153,947)	$ (1,577,773)	$ (575,252)
NET LOSS PER COMMON SHARE, BASIC AND DILUTED (in Dollars per share)	$ (0.01)	$ 0.00	$ (0.01)	$ 0.00
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED (in Shares)	157,388,212	149,404,516	154,836,850	144,622,632

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Mineral Interests and Maintenance Fees

9 Months Ended

Oct. 31, 2014

Mineral Interest And Maintenance Fees Disclosure [Abstract]

Mineral Interest And Maintenance Fees Disclosure [Text Block]

NOTE 7 – Mineral Interests and Maintenance Fees

On September 2, 2014 the annual lease payments to the Bureau of Land Management were due for our federal mining claims covering about 10,000 acres of land in Arizona and Wyoming and account for substantially all of the assets in the Company. We were unable to raise the capital required to make these payments to the BLM and as a result have lost all rights and interests in these claims. As of October 31, 2014, the Company recorded a loss of $1.4 million related to the mineral interests. For the three months ended October 31, 2014, the Company recorded an exploration expense of $11,461. All prepaid expenses related to maintenance fees are now at $-0- on the Balance Sheet.  

Management is currently assessing the options for the Company going forward.

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Related Party Transactions

9 Months Ended

Oct. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 6 - 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, 2014, $51,359 was owed to Minex Exploration for these services.

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Mineral Interests and Maintenance Fees (Details) (USD $)	3 Months Ended		9 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2014	Oct. 31, 2013	Sep. 02, 2014 acre
Mineral Interests and Maintenance Fees (Details) [Line Items]
Land Subject to Ground Leases (in Acres)					10,000
Impairment of Intangible Assets, Finite-lived	$ 1,400,000		$ 1,400,000
Exploration Costs, Period Cost	11,461	34,470	80,607	137,383
Maintenance Fees [Member]
Mineral Interests and Maintenance Fees (Details) [Line Items]
Prepaid Expense, Current	$ 0		$ 0

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Common Stock Options and Warrants (Details) - Information about stock options (USD $)	9 Months Ended
	Oct. 31, 2014
Range Of Price 0.02 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted Average Number Outstanding	4,500,000
Contractual Life	3 years 146 days
Weighted Average Exercise Price (in Dollars per share)	$ 0.02
Weighted Average Number Exercisable	3,500,000
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]
Weighted Average Number Outstanding	2,000,000
Contractual Life	1 year 200 days
Weighted Average Exercise Price (in Dollars per share)	$ 0.05
Weighted Average Number Exercisable	2,000,000
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]
Weighted Average Number Outstanding	5,650,000
Contractual Life	1 year 65 days
Weighted Average Exercise Price (in Dollars per share)	$ 0.06
Weighted Average Number Exercisable	3,150,000
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]
Weighted Average Number Outstanding	500,000
Contractual Life	80 days
Weighted Average Exercise Price (in Dollars per share)	$ 0.08
Weighted Average Number Exercisable	500,000
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]
Weighted Average Number Outstanding	100,000
Contractual Life	80 days
Weighted Average Exercise Price (in Dollars per share)	$ 0.30
Weighted Average Number Exercisable	100,000
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]
Weighted Average Number Outstanding	2,000,000
Contractual Life	1 year 127 days
Weighted Average Exercise Price (in Dollars per share)	$ 0.60
Weighted Average Number Exercisable	2,000,000
Weighted Average Exercise Price (in Dollars per share)	$ 0.60

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Notes Payable (Details) (USD $)	0 Months Ended	4 Months Ended	0 Months Ended			12 Months Ended
	Aug. 30, 2013	Dec. 31, 2013	Aug. 27, 2014	Oct. 27, 2011	Aug. 31, 2011	Jan. 31, 2013	Jan. 31, 2010	Jan. 31, 2009	Jan. 31, 2005	Oct. 31, 2014	Jun. 09, 2014	Jan. 31, 2014	Jan. 07, 2014	Jan. 07, 2013	Aug. 31, 2012	Oct. 30, 2012	Jan. 31, 2012
Notes Payable (Details) [Line Items]
Notes Payable, Related Parties, Current										$ 195,000		$ 345,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)										$ 0.07	$ 0.05	$ 0.08
Bridge Loan										584,900
Agreement With A Shareholder In Form Of A Promissory Note Payable On January 7 2013 [Member]
Notes Payable (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage														15.00%
Notes Payable, Related Parties, Current										44,536
Interest Payable, Current										8,213
Debt Instrument, Face Amount														35,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)													1,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)													$ 0.02
Warrants Not Settleable in Cash, Fair Value Disclosure													25,417
Agreement With A Shareholder In Form Of A Promissory Note Payable On August 30 2013 [Member]
Notes Payable (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	30.00%
Debt Instrument, Face Amount	150,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)	5,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)	$ 0.02
Warrants Not Settleable in Cash, Fair Value Disclosure	119,698
Notes Payable Expiration Period	120 days
Amortization of Debt Discount (Premium)		66,573
Bridge Loan															300,000
Settlement Agreement [Member]
Notes Payable (Details) [Line Items]
Notes Payable, Related Parties, Current			191,336							0
Interest Payable, Current			38,836
Debt Instrument, Face Amount			150,000
Debt Conversion, Converted Instrument, Shares Issued (in Shares)			400,000
Legal Fees			2,500
Bridge Loan [Member]
Notes Payable (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage																15.00%
Debt Default Short Term Debt Interest Rate										45.00%
Shareholders Loan [Member]
Notes Payable (Details) [Line Items]
Proceeds from Related Party Debt									30,000
Debt Instrument, Interest Rate, Stated Percentage								10.00%	5.00%
Proceeds from Issuance of Debt				30,000	150,000		50,000	80,000
Notes Payable, Related Parties, Current										160,000							340,000
Repayments of Related Party Debt						180,000
Interest Payable, Current										$ 126,189

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Common Stock Options and Warrants (Tables)

9 Months Ended

Oct. 31, 2014

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, 2014	14,750,000	$0.12
Issued	-	-
Exercised	-	-
Expired/Cancelled	-	-
Outstanding at October 31, 2014	14,750,000	$0.12
Exercisable at October 31, 2014	13,750,000	$0.13

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	3.40 yrs	$0.02	3,500,000	$0.02
$0.05	2,000,000	1.55 yrs	$0.05	2,000,000	$0.05
$0.06	5,650,000	1.18 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	0.22 yrs	$0.08	500,000	$0.08
$0.30	100,000	0.22 yrs	$0.30	100,000	$0.30
$0.60	2,000,000	1.35 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, 2014	18,064,000	$0.08
Issued	10,000,000	$0.05
Exercised	-	-
Expired/Cancelled	-	-
Outstanding at October 31, 2014	28,064,000	$0.07
Exercisable at October 31, 2014	28,064,000	$0.07

Schedule Of Share Based Compensation Shares Authorized Under Warrants Plans By Exercise Price Range [Table Text Block]

Exercise Price	Number of Shares	Remaining Contractual Life	Exercise Price Times Number of Shares	Weighted Average Exercise  Price
$0.02	12,814,000	2.32 yrs	$256,280	$0.02
$0.05	11,000,000	4.25 yrs	$550,000	$0.05
$0.25	4,250,000	3.58 yrs	$1,000,000	$0.25
	28,064,000

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Going Concern (Details) (USD $)	Oct. 31, 2014	Jan. 31, 2014
Going Concern [Abstract]
Retained Earnings (Accumulated Deficit)	$ (23,016,606)	$ (21,438,833)
Working Capital Deficit	$ 1,487,852

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Stockholders' Equity (Deficit) (Details) (USD $)	0 Months Ended
	Jun. 09, 2014	Oct. 31, 2014	Jun. 09, 2014	Jan. 31, 2014
Stockholders' Equity Note [Abstract]
Stock Issued During Period, Shares, New Issues	10,000,000
Stock Issued During Period, Value, New Issues (in Dollars)	$ 100,000
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right			1
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)		$ 0.07	$ 0.05	$ 0.08
Warrant Expiration Term	5 years

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Common Stock Options and Warrants (Details) - Information about outstanding warrants (USD $)	9 Months Ended
	Oct. 31, 2014	Jun. 09, 2014	Jan. 31, 2014
Common Stock Options and Warrants (Details) - Information about outstanding warrants [Line Items]
Number of Shares	28,064,000		18,064,000
Weighted Average Exercise Price (in Dollars per share)	$ 0.07	$ 0.05	$ 0.08
Exercise Price 0.02 [Member]
Common Stock Options and Warrants (Details) - Information about outstanding warrants [Line Items]
Number of Shares	12,814,000
Remaining Contractual Life	2 years 116 days
Exercise Price Times Number of Shares (in Dollars)	$ 256,280
Weighted Average Exercise Price (in Dollars per share)	$ 0.02
Exercise Price 0.05 [Member]
Common Stock Options and Warrants (Details) - Information about outstanding warrants [Line Items]
Number of Shares	11,000,000
Remaining Contractual Life	4 years 3 months
Exercise Price Times Number of Shares (in Dollars)	550,000
Weighted Average Exercise Price (in Dollars per share)	$ 0.05
Exercise Price 0.25 [Member]
Common Stock Options and Warrants (Details) - Information about outstanding warrants [Line Items]
Number of Shares	4,250,000
Remaining Contractual Life	3 years 211 days
Exercise Price Times Number of Shares (in Dollars)	$ 1,000,000
Weighted Average Exercise Price (in Dollars per share)	$ 0.25

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Statements Of Cash Flows (Unaudited) (USD $)	9 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,577,773)	$ (575,252)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Impairment of mineral interests	1,400,000
Relief of payables and other indebtedness	(188,836)
Stock based compensation	10,711	52,193
Non cash interest expense		33,286
Changes in assets and liabilities:
Prepaid and other current assets	80,607	15,536
Accounts payable and accrued expenses	110,893	109,055
Accounts payable and accrued expenses, related party	18,693	(8,030)
Accounts payable and accrued expenses - shareholders	43,446	40,492
Net cash used in operating activities	(102,259)	(332,720)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash received from sale of common stock	100,000	170,000
Proceeds from notes payable		150,000
Net cash provided by financing activities	100,000	320,000
INCREASE DECREASE IN CASH	(2,259)	(12,720)
Cash, beginning of period	2,582	21,323
Cash, end of period	$ 323	$ 8,603

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Common Stock Options and Warrants

9 Months Ended

Oct. 31, 2014

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

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

NOTE 5 - 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 stock-based 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 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, 2014	14,750,000	$0.12
Issued	-	-
Exercised	-	-
Expired/Cancelled	-	-
Outstanding at October 31, 2014	14,750,000	$0.12
Exercisable at October 31, 2014	13,750,000	$0.13

The following table summarizes information about stock options at October 31, 2014:

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	3.40 yrs	$0.02	3,500,000	$0.02
$0.05	2,000,000	1.55 yrs	$0.05	2,000,000	$0.05
$0.06	5,650,000	1.18 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	0.22 yrs	$0.08	500,000	$0.08
$0.30	100,000	0.22 yrs	$0.30	100,000	$0.30
$0.60	2,000,000	1.35 yrs	$0.60	2,000,000	$0.60

Warrants	Number of Shares	Weighted Average Exercise Price
Outstanding at January 31, 2014	18,064,000	$0.08
Issued	10,000,000	$0.05
Exercised	-	-
Expired/Cancelled	-	-
Outstanding at October 31, 2014	28,064,000	$0.07
Exercisable at October 31, 2014	28,064,000	$0.07

On October 31, 2014, 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	2.32 yrs	$256,280	$0.02
$0.05	11,000,000	4.25 yrs	$550,000	$0.05
$0.25	4,250,000	3.58 yrs	$1,000,000	$0.25
	28,064,000

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. On March 25, 2013, options to purchase 4,500,000 shares of common stock were issued to contractors, 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, 2014 based on the following assumptions: expected life of the options of 3.50 years, expected volatility of 205.34%, risk-free interest rate of 1.62% and a stock price of $0.01 per share.  Based on these assumptions, the Company calculated that the value for the unvested options had decreased by $2,938 during the quarter which was recorded as a negative stock option expense in the quarter ended October 31, 2014.

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Common Stock Options and Warrants (Details) - Warrant activity (USD $)	9 Months Ended
	Oct. 31, 2014	Jun. 09, 2014
Warrant activity [Abstract]
Outstanding at January 31, 2014	18,064,000
Outstanding at January 31, 2014	$ 0.08	$ 0.05
Issued	10,000,000
Issued	$ 0.05
Exercised
Exercised
Expired/Cancelled
Expired/Cancelled
Outstanding at October 31, 2014	28,064,000
Outstanding at October 31, 2014	$ 0.07	$ 0.05
Exercisable at October 31, 2014	28,064,000
Exercisable at October 31, 2014	$ 0.07