UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

_________________

(Mark One)

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

For the fiscal year ended January 31, ~~2013~~2014



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

For the Transition Period from to

Commission File Number 0-17386

Common Stock $.001 per share par value

CYCLONE URANIUM CORPORATION

(Exact name of registrant as specified in its charter)



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

2186 S. Holly St. Ste 104

Denver, Colorado 80222

(Address of principal executive offices and zip code)

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

Securities registered pursuant to Section 12(g) of the Act:

Common Stock $.001 per share par value

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

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

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

Yes þ No o

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

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

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



Large accelerated filer ¨		Accelerated filer ¨

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of July 31, ~~2012,~~2013, based upon the closing price of the common stock as reported by OTCBB on such date was approximately ~~$1,654,773.~~$3,159,600. The total number of shares of Common Stock issued and outstanding as of May ~~10, 2013~~6, 2014 was ~~141,062,125~~149,562,125

TABLE OF CONTENTS


Item 1:	Business ~~………………………………………………………………………….~~	5
Item 1A:	Risk ~~Factors……………………………………………………………………...~~Factors	5
Item 1B:	Unresolved Staff ~~Comments……………………………………………………..~~Comments	1113
Item 2:	~~Properties………………………………………………………………………….~~Properties	1113
Item 3:	Legal ~~Proceedings………..………………………………...……………............~~Proceedings	2421
Item 4:	Mine Safety Disclosures	2421

PART II
Item 5:	Market for Registrant's Common Equity, Related Stockholder Matters
	and Issuer Purchases of Equity ~~Securities...........................................................~~Securities	2521
Item 6:	Selected Financial ~~Data………………………………………………….………~~Data	2623
Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	~~Results of Operations….…….…………………………………………………~~	2724
Item 7A:	Quantitative and Qualitative Disclosures About Market ~~Risk….……..………..~~Risk	29
Item 8:	Financial Statements and Supplementary ~~Data....................................................~~Data	3231
Item 9:	Changes in and Disagreements with Accountants on Accountingand Financial Disclosure
	~~and Financial Disclosure….……………………………………………............~~	5247
Item 9A:	Controls and ~~Procedures……….…………………………………………..........~~Procedures	5247
Item 9B:	Other ~~Information……………….……………………………………………….~~Information	5248

PART III
Item 10:	Directors, Executive Officers and Corporate ~~Governance………………….......~~Governance	5350
Item 11:	Executive ~~Compensation......................................................................................~~Compensation	5653
Item 12:	Security Ownership of Certain Beneficial Owners and Management
	and Related Stockholder ~~Matters………………………………………………~~Matters	5756
Item 13:	Certain Relationships and Related Transactions, and Director Independence ~~….……………………………………………………………….~~	6059
Item 14:	Principal Accounting Fees and ~~Services…………….……………………….….~~Services	6160

PART IV
Item 15:	Exhibits, Financial Statement ~~Schedules…………………………………….….~~Schedules	6261
Signatures	~~…………………………………………………….……………………….........~~	6362

EXCHANGE RATES

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

CONVERSION TABLE

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


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

FORWARD LOOKING STATEMENTS

This Form 10-K contains forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s ~~management. Words~~management.Words such as “hopes,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, the continuing development of the Company’s website, the prospects for selling advertising on the website and new visitors and visitor page views related to advertising agreements, the Company’s anticipated growth and potentials in its business, and other characterizations of future events or circumstances are forward-looking statements.

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

PART I

Item 1. Business.

Introduction

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

In 2009 Cyclone acquired a 100% interest in Tournigan Energy Ltd and with the New Fork Uranium Corp. acquisition now holds ~~30,000~~19,300 acres of claims in Wyoming ~~(1,376~~(965 federal claims and ~~three~~seven state ~~leases), South Dakota (51 federal claims)~~leases and Arizona (31 federal claims). Between 2006 and 2008 approximately $7.0 million was invested in uranium exploration activities on certain of these claims. The core area of focus is Cyclone Rim of Sweetwater County, Wyoming, where the claims cover roughly 2815 miles of land hosting sinuous roll-front. The acquisition of New Fork Uranium Corp. added ten claim blocks containing ~~521~~519 claims in the heart of the Great Divide Basin, which is one of the focal points of uranium exploration in the United States.

The assets acquired from New Fork Uranium Corp. include ~~521~~519 federal mining claims ~~(10,500~~covering approximately 10,000 acres ~~over 16square miles)~~ in Sweetwater County, Wyoming. Cyclone holds extensive historical data on these claims obtained from the Wyoming Geological Survey. Drill maps of drilling conducted by Kerr McGee isare the most complete and show numerous uranium ore holes drilled on New Fork claims. Management believes these claims reflect uranium mineralization ~~through~~warranting further surface work and subsequent drill programs. These claims, which are in close proximity to other operators that are investing heavily in exploration activities, are on trend to uranium mineralization found in the Eocene Battle Springs Formation that is a coarse, arkosic sandstone interbedded with intermittent mudstone, claystone, and siltstone.

Employees

The Company has one full time ~~employee.~~employee.

Item 1A. Risk Factors.

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

RISKS RELATED TO OUR BUSINESS:

Exploration Stage Mining Company with No History of Operation

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

We identified material weaknesses in our disclosure controls and procedures and our Internal Controls Over Financial Reporting.

Section 404 of the Sarbanes-Oxley Act of 2002 requires management to assess our internal controls over financial reporting (“ICFR”) pursuant to a defined framework. In making that assessment, management identified a material weakness in our disclosure controls as a result of several material weaknesses identified in our ICFR as described in Item 9A below. There are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective ICFR can provide only reasonable assurance with respect of financial statement preparation and may not prevent or detect misstatements. Material weaknesses make it more likely that a material misstatement of annual or interim financial statements will not be prevented or detected. In addition, effective ICFR at any point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

The Company is significantly leveraged and has significant debt service requirements.

The Company has 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’s indebtedness has, and could continue to, adversely affect the Company’s operations, including among other things its ability to obtain additional financing if necessary. A significant portion of the Company’s use of proceeds from any capital raising efforts must be dedicated to the repayment of interest and principal on the debts 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 success of the Company’s business strategy, general economic conditions, and other factors affecting the Company’s plan of 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 its debt. There can be no assurance that the Company’s business operations will raise additional equity or debt financing to meet its debt service requirements and the potential payment of principal in cash when due, and if the Company is unable to do so, it may be required to liquidate assets.

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

During the ~~year~~years ended January 31, ~~2013~~2014 and ~~2012~~2013 we suffered net losses of ~~$1,285,247~~$726,411 and ~~$499,527~~$1,285,247 respectively. At January 31, ~~2013~~2014 there was a working capital deficit of ~~$982,719. There~~$1,420,790.There is no assurance that we can generate net income, generate revenues or successfully explore and exploit our properties.

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

Capital Requirements and Liquidity; Need for Subsequent Funding

Company management and our board of directors monitor our overall costs and expenses and, if necessary, adjust Company programs and planned expenditures in an attempt to ensure we have sufficient operating capital. We continue to evaluate our costs and planned expenditures for our on-going exploration project at our Wyoming mining claim. The Company ~~may~~will need to explore raising additional capital during fiscal ~~2013 so that it can continue~~2015 in order to fully fund its planned operations. The weak US and global economies combined with instability in global financial and capital markets have impacted the availability of funding. If the disruptions in the global financial and capital markets continue, debt or equity financing may not be available to us on acceptable terms, if at all. Equity financing, if available, may result in substantial dilution to existing stockholders. If we are unable to fund future operations by way of financing, including public or private offerings of equity or debt securities, our business, financial condition and results of operations will be adversely impacted.

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

As a result of our losses from operations and limited capital resources, our independent registered public accounting firm’s report on our financial statements as of, and for the year ended, January 31, ~~2013,~~2014, includes an explanatory paragraph discussing that these conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue to pursue our plan of operations as described herein is dependent upon our ability to increase our revenues and/or raise the capital necessary to meet our financial requirements on a continuing basis.

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

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

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

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

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

Certain of our mining claims acquired from New Fork are subject to annual renewal payments of approximately ~~$200,000~~$150,000 in the aggregate. In order to make these payments each year, we must raise funds either through the sale of capital or the issuance of debt. There are no assurances that we will be able to raise the funds required to make the annual lease payments. Further, as a result of the recent volatility of the global markets, a general tightening of lending standards, and a general decrease in equity financing and similar type transactions it could be difficult for us to obtain funding to allow us to renew these claims, which could materially impact our business operations and business plan.

No Commercially Mineable Ore Body; Resources and Reserves

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

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

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

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

Risks Inherent in the Mining Industry

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

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

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

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

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

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

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

THE BUSINESS OF MINERAL EXPLORATION IS SUBJECT TO MANY RISKS:

Fluctuating Price for Metals

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

Title to Our Mineral Properties May be Challenged

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

Environmental Controls

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

Availability of Water

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

Shortages of Supplies and Materials

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

Availability of Outside Engineers and Consultants

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

Need for Additional Key Personnel; Reliance on Officers and Directors

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

RISKS RELATED TO OUR SECURITIES

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

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

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

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

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

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

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

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

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

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

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

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Executive Office

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

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

Mineral Claims and Leases

The mineral holdings in ~~Tournigan USA, Inc. (“TUSA”)~~ of Cyclone Uranium are comprised of ~~907~~965 federal lode claims covering ~~18,100~~19,300 acres in Wyoming, ~~South Dakota~~ and 31 federal lode claims covering 620 acres in Arizona, along with 37 State leases covering ~~879~~3,600 acres in Wyoming. All the claims and leases are 100% controlled ~~in TUSA~~by Cyclone Uranium through two subsidiaries – Tournigan USA (“TUSA”) and ~~there~~New Fork Uranium (“New Fork”). There is a royalty of 2% on production from company properties. There are no further underlying agreements, payments or royalties other than statutory Federal, State and County fees and production royalties. Annual fees and minimum work requirements to hold these properties currently amount to approximately $127,000. The claims were staked by Sweetwater River Resources and Cowboy Explorations of Wyoming who were contracted by TUSA to perform geological services. All the claims and leases are registered in TUSA’s name.

Wyoming

The Wyoming properties consist of ~~825~~965 Federal claims covering ~~16,500~~19,300 acres and 37 State leases covering ~~879~~3,600 acres distributed in ~~five~~three areas of prospective uranium bearing geology. Some of the properties are close to former and existing producing uranium mines or in-situ recovery (“ISR”) ~~operations. These~~operations.These areas are Cyclone Rim in Sweetwater County; South Pass in Sublette and Fremont Counties; ~~Alkali Creek and Whiskey Peak in Fremont County; and Shirley~~Great Divide Basin in ~~Carbon~~Sweetwater County.

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

Cyclone Rim.

The largest exploration area ~~in TUSA~~ is in the Cyclone Rim and the Great Divide Basin covering 14,200 acres. The claims are located in the northwestern portion of the Great Divide Basin and are located in Township 26 North, Range 96 West and Township 26 North, Range 92 & 91 W, and Township 25 North, Range ~~94 through 96 West. The property extends for 28 miles astride the “CR Trend” roll-front.~~92 & 91 W. The area is underlain by rock units of the Wasatch and the Battle Springs Formations, which host uranium mineralization in the eastern Great Divide Basin and at Crooks Gap/Green Mountain located approximately 30 miles west. The general area was explored in the early 1970’s by Union Carbide and Teton Exploration, and in the late 1970’s by Newmont Mining, Rocky Mountain Energy, Western Fuels and Ogle Petroleum. The current claim group was assembled between 2005 and 2008 and it covers an extensive length of potential roll-front mineralization from the UT claims in the west and ~~along~~ the ~~CR trend for a further 25 miles~~claim blocks of ~~favorable uranium geology. The east end of these claims is approximately 8 miles west of Rio Tinto’s Sweetwater uranium processing mill. That facility is presently on care and maintenance.~~New Fork Uranium to the east.

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

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

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

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

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

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

Drill Hole
From
To
Thickness
Average Grade
(ft.)
(ft.)
(ft.)
(% eU₃O₈)
UT-001
242
245
3.0
0.047%

283.5
287
3.5
0.054%
Incl’d
286
287
1.0
0.113%
UT-002
169.5
171.5
2.0
0.032%
UT-008
195.2
205.2
10.0
0.076%
UT-009
205
207
2.0
0.038%
UT-018
219
225
6.0
0.040%
Incl’d
220.5
224.5
4.0
0.056%
UT-019
215.5
225
9.5
0.028%
Incl’d
217
222
5.0
0.043%
Incl’d
217.5
220.5
3.0
0.059%
UT-020
207.5
218.5
11.0
0.050%
Incl’d
216.5
218.5
2.0
0.125%
UT-024
243.5
245.1
2.5
0.025%
UT-027
167.7
169.6
2
0.024%
UT-031
210.6
213.6
3
0.029%
UT-034
278.6
284.1
5.5
0.030%

290.4
293
2.5
0.020%
UT-039
270.4
273
2.5
0.023%
UT-042
243.5
247.1
3.5
0.030%
UT-044
177.5
187.7
10
0.067%
UT-049
163.1
166
3.5
0.027%

Note: The uranium grades are reported as % eU₃O₈as determined by down-hole radiometric logging equipment. A number of the rotary holes that had the most significant intercepts were twinned with core holes, which were then sampled, analyzed and calibrated with the gamma log readings in order to increase the accuracy of the disequilibrium coefficient. This is a mathematical means of equating gamma log readings to actual % U₃O_8.

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


Drill Hole	Section Line	From (ft)	To (ft)	Thickness (ft)	% eU₃O₈	Comment

CR-010	Line 2	137.5	143.5	6.0	0.018	incl 3.0ft 0.024%
		137.5	155.5	18.0	0.016	incl 1.0ft 0.035%

CR-014	Line 2	208.0	234.0	26.0	0.059	incl 2.5ft 0.15%

CR-029	Line 3	413.0	415.0	2.0	0.026

CR-032	Line 9	54.0	60.5	6.5	0.030
		502.5	509.5	7.0	0.044
		595.0	607.0	12.0	0.020
		675.5	684.0	8.5	0.023
		704.5	708.5	4.0	0.021
		791.0	793.0	2.0	0.024

CR-033	Line 9	59.5	65.5	6.0	0.030
		548.5	557.0	8.5	0.020
		694.0	698.0	4.0	0.022
		699.5	706.0	6.5	0.022
		710.0	723.0	13.0	0.023
		727.5	733.0	5.5	0.035

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

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

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

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

South Pass

~~The 36~~Cyclone Uranium holds 16 mining claims (320 acres) and ~~2 leases~~one lease covering ~~about 800~~640 acres at South Pass are located along the southeast flank of the Wind River Mountains in the Green River Basin. Exploration was carried out in this area in the late 1960s by Federal American Partners, Getty Oil and Gulf Resources. In general they identified widespread low-grade mineralization over portions of a 26 mile long roll-front. Two mineralized areas, known as the East Sage and the Brett, were identified at that time. These may be evaluated by Cyclone Uranium for the possible application of ISR.

~~Shirley Basin~~

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

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

1817

Arizona

~~South Dakota~~

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

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

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

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

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

~~Arizona~~

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

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

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

2118

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

New Fork Properties

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

RCR Claims

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

BSD Claims

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

Juliet Claims

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

CS Claims

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

EGL Claims

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

HS Claims

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

WO Claims

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

GB Claims

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

PSR Claims

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

OD2 Claims

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

OSB Claims

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

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

Item 3. Legal Proceedings.

None.

Item 4. ~~(Mine~~(Mine Safety Disclosures)

Not applicable.

PART II

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

Purchases of Equity Securities.

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

HIGH
LOW

Year Ended January 31, 2013

Quarter ended April 30, 2012
$ 0.06
$ 0.02

Quarter ended July 31, 2012
   0.06
   0.03

Quarter ended October 31, 2012
   0.03
   0.02

Quarter ended January 31, 2013
   0.05
   0.02



		HIGH	LOW

Year Ended January 31, 2014
	Quarter ended April 30, 2013	$ 0.01	$ 0.03
	Quarter ended July 31, 2013	0.01	0.05
	Quarter ended October 31, 2013	0.01	0.03
	Quarter ended January 31, 2014	0.01	0.03

Year Ended January 31, 2012

Quarter ended April 30, 2011
$ 0.06
$ 0.04

Quarter ended July 31, 2011
   0.05
   0.02

Quarter ended October 31, 2011
   0.04
   0.01

Quarter ended January 31, 2012
   0.04
   0.01

~~Recent Sales of Unregistered Securities~~

During the year ended January 31, 2013, the company issued 2,000,000 shares of common stock and a warrant to purchase 1,000,000 shares of our common stock at $0.05 per share within a three year period. The Company received $50,000 for the purchase of these securities. The common stock and warrant were issued to the investor in reliance on the exemption from registration contained in Rule 506 of Regulation D under the Securities Act of 1933. No commissions or other remuneration were paid on the transaction.

2521

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

Cash Dividends:

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

~~Changes in Securities~~

On March 14, 2012, the Company entered into a Stock Purchase Agreement whereby the shareholders of New Fork Uranium Corporation (“New Fork”) sold all of the issued and outstanding shares of New Fork to the Company in exchange for the issuance to the shareholders of an aggregate of 50,000,000 shares of common stock, at $0.001 par value, of the Company.

The 50,000,000 shares of common stock of the Company issued pursuant to the Stock Purchase Agreement were issued pro rata to all of the shareholders of New Fork on the basis of 0.877192983 shares of the Company’s common stock for each outstanding New Fork share of common stock issued and outstanding on the effective date of the Stock Purchase Agreement.22

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

Shareholders

As of May ~~10, 2013~~6, 2014 there were ~~665~~670 beneficial holders of common shares.

Securities Authorized for Issuance Under Compensation Plans

Our Board of Directors has adopted the 2012 Stock Option Plan (the “Plan”) under which 15,000,000 shares of common stock are authorized for issuance. On November 12, 2012, the stockholders approved the adoption of the Plan at the Company’s annual meeting of shareholders. As of January 31, ~~2013 no~~2014 awards ~~had~~of 4,500,000 options have been made under the Plan.

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

2014:

Equity Compensation Plan Information

Number of Securities

Remaining Available

for Future Issuance

Under Equity

Compensation Plans

(Excluding Securities

Reflected in Column (a))

(c)

Remaining Available

Number of Securities

to be Issued Upon

Exercise of

Outstanding Options,

Warrants, and Rights

(a)

Number of Securities

for Future Issuance

Weighted-Average

Exercise Price of

Outstanding Options,

Warrants, and Rights⁽³⁾

(b)

to be Issued Upon

Weighted-Average

Under Equity

Exercise of

Exercise Price of

Compensation Plans

Outstanding Options,

(Excluding Securities

Plan Category

Warrants, and Rights

Warrants, and Rights⁽³⁾

Reflected in Column (a))

and Description

(a)

(b)

(c)

Plan Category

and Description

Number of Securities

to be Issued Upon

Exercise of

Outstanding Options,

Warrants, and Rights

(a)

Weighted-Average

Exercise Price of

Outstanding Options,

Warrants, and Rights⁽³⁾

(b)

Number of Securities

Remaining Available

for Future Issuance

Under Equity

Compensation Plans

(Excluding Securities

Reflected in Column (a))

(c)

Number of Securities

to be Issued Upon

Exercise of

Outstanding Options,

Warrants, and Rights

(a)

Weighted-Average

Exercise Price of

Outstanding Options,

Warrants, and Rights⁽³⁾

(b)

Equity Compensation Plans

Approved by Security Holders

15,000,000

Equity Compensation Plans Not

10,250,000

$0.17

10,250,000

$0.17

Approved by Security Holders

Total

10,250,000

$0.17

15,000,000

14,750,000

$0.12

10,500,000

Item 6. Selected Financial Data.

Not applicable to smaller reporting company.

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

Operations.

Cautionary Statement about Forward-Looking Statements

This Form 10-K contains forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “hopes,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, ~~the continuing development of the Company’s website, the prospects~~achieving exploration milestones, global demand for ~~selling advertising on the website and new visitors and visitor page views related to advertising agreements, the Company’s anticipated growth and potentials in its business,~~uranium, and other characterizations of future events or circumstances are forward-looking statements.

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

Overview

Cyclone Uranium Corporation (formerly known as Fischer-Watt Gold Company, Inc., collectively with its subsidiaries, "Cyclone Uranium", “Cyclone" or the "Company"), was formed under the laws of the State of Nevada in 1986. Cyclone Uranium's primary business is mining and mineral exploration, and to that end to own, acquire, improve, sell, lease, convey lands or mineral claims or any right, title or interest therein; and to search, explore, prospect or drill for and exploit ores and minerals therein or thereupon.

~~Mineral Properties~~

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

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

2724

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~~$150,000 annually in lease payments to the Bureau of Land Management. The Company continues to assess and manage its claims on an annual basis in an attempt to achieve the maximum value for shareholders for the cost of the claims.

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

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

Results of Operations

The following discussion involves the results of operations for the years ended January 31, ~~2013~~2014 and January 31, ~~2012.~~2013.

The Company had no revenue from production during the years ended January 31, ~~2013~~2014 or ~~2012~~2013 as the Company had no properties in production.

Exploration expenses for the year ended January 31, ~~2013~~2014 were ~~$216,563~~$178,725 compared to ~~$128,739~~$216,563 for the year ended January 31, ~~2012.~~2013. This ~~increase~~decrease is attributed to ~~the additional mining~~management’s decision to not renew claims ~~acquired~~that were deemed to be more speculative in the ~~New Fork transaction.~~last year which weren’t adding to the Company’s strategy.

General and administrative expenses for the year ended January 31, ~~2013~~2014 amounted to ~~$542,979~~$309,364 compared to ~~$344,551~~$542,979 for the year ended January 31, ~~2012.~~2013. General and administrative expenses ~~increased~~decreased approximately ~~58%~~44% primarily due to ~~increased~~decreased professional services incurred during the year. ~~The majority of this increase was attributable~~Management has actively sought to control its corporate expenses over the last year and believes that they are now at levels that can be maintained until drilling activities are increased ~~audit fees, legal fees and fees related to investor relations services.~~ on the Company’s properties. General and administrative costs are closely monitored and the Company continues to use contract personnel whenever ~~needed; however management anticipates that these costs will likely grow as the Company increases activities on its properties going forward.~~needed.

During the year ended January 31, 2013 the Company recognized $311,777 of impairment charges relating to our mineral interests compared to $-0- of impairment charges for the year ended January 31, ~~2012.~~2014. The impairment charges resulted from the Company’s evaluation of certain mineral interests associated with the New Fork acquisition.

Total other expenses for the year ended January 31, ~~2013~~2014 were ~~$213,928~~$238,322 compared to ~~$26,237~~$213,928 for the year ended January 31, ~~2012. Most of this~~2013. This increase was attributable to the interest expense associated with ~~warrants. Interest expense-related party~~our increased debt levels in the last year. Total interest expense was ~~38,528~~$253,612 and ~~27,280~~$213,932 for the years ended January 31, 2014 and 2013 ~~and 2012~~ respectively. ~~Interest expense for January 31, 2013 was 175,404 and $-0- for January 31, 2012.~~

For the year ended January 31, ~~2013,~~2014, the Company reported a net loss of ~~$1,285,247~~$726,411 compared to a net loss of ~~$499,527~~$1,285,247 for the year ended January 31, ~~2012.~~

2013.

Liquidity and Financial Condition

The Company had unrestricted cash on hand at January 31, ~~2013,~~2014, of ~~$21,323~~$2,582 compared to ~~$315~~$21,323 on January 31, ~~2012. The increase was attributable to cash injected from the acquisition of New Fork and note payable from an unaffiliated accredited investor.~~2013. The Company also holds restricted cash of ~~$35,000~~$35,184 relating to reclamation bonds covering the mineral properties acquired from Tournigan Energy.

Current liabilities amounted to $1,540,163 on January 31, 2014 compared to $1,178,455 on January 31, 2013 ~~compared to $845,654 on January 31, 2012~~ of which ~~$691,156~~$984,277 and ~~$611,667,~~$779,459, respectively, were owed to affiliates. ~~The Company increased its current liabilities due to a $300,000 bridge loan from a non-affiliate on August 31, 2012, which is currently in default.~~ Current assets amount to ~~$195,736~~$119,373 resulting in a working capital deficit of ~~$982,719~~$1,420,790 at January 31, ~~2013.~~2014.

Cash used in operating activities for the year ended January 31, ~~2013~~2014 was ~~$481,556~~$338,741 compared to ~~$253,449~~$481,556 for the year ended January 31, ~~2012.~~2013. This ~~increase~~decrease was largely attributable to ~~the increased exploration expense~~management’s controlling and ~~general and administrative expense from the New Fork acquisition.~~decreasing corporate overhead expenses. Management anticipates that the cash used in operating activities can be maintained at current levels, but will eventually increase further as the Company begins drilling activities on its ~~properties~~.properties.

Cash provided from investing activities for the year ended January 31, ~~2013~~2014 was ~~$297,564~~$-0- compared to ~~$15,000~~$297,564 for the year ended January 31, ~~2012.~~2013. This ~~increase~~decrease was due to an infusion of cash from the New Fork ~~acquisition.~~acquisition during the fiscal year ended January 31, 2013.

Cash provided by financing activities for the year ended January 31, ~~2013~~2014 was ~~$205,000~~$320,000 compared to ~~$180,000~~$205,000 for the year ended January 31, ~~2012.~~2013. The increase was primarily due to ~~$50,000~~ ~~proceeds from the sale of common stock and~~ ~~$335,000~~ ~~bridge loans, offset by~~ ~~$180,000~~ a $180,000 repayment of a portion of a shareholder note ~~payable. Management anticipates that~~with the New Fork transaction during the year ended January 31, 2013. Given the Company’s current cash position, the need for cash provided by financing activities will ~~increase~~continue to be commensurate with the current levels of cash used in ~~order to fund increased~~ operating ~~activities.~~activities until the Company begins drilling activities on its properties.

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

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

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

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

Other

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

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

Contractual Obligations

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

Off Balance Sheet Arrangements

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

3027

Recently issued and adopted accounting pronouncements

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

Business Combinations

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

The 50,000,000 shares of common stock of Cyclone Uranium issued pursuant to the Stock Purchase Agreement were issued pro rata to all of the shareholders of New Fork on the basis of 0.877192983 shares of Cyclone Uranium’s common stock for each outstanding New Fork share of common stock issued and outstanding on the effective date of the Stock Purchase Agreement.

Critical Accounting Policies

~~There were no material~~Mineral Interests

The Company is primarily engaged in the acquisition, exploration and exploitation of mineral properties with the objective of extracting minerals from these properties. Mineral property exploration costs are expensed as incurred. Costs for acquired mineral property are capitalized. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to ~~critical~~the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired and records an impairment equal to the amount of book value in excess of estimated fair value. Capitalization of mine development costs that meet the definition of an asset will commence once the Company has declared proven and probable reserves in accordance with SEC Industry Guide 7.

Equity-Based Compensation

The Company recognizes compensation costs for share-based awards based on the estimated fair value of the employee awards on their grant date. The fair value of stock options is estimated using the Black-Scholes option pricing model. Compensation costs are recognized on a straight-line basis over each issuance’s respective vesting period.

From time to time, the Company will issue share-based awards, including options and warrants, to non-employees. The fair value of these awards issued to non-employees (typically consultants) is measured on the earlier of the date the performance is complete or the date the consultant is committed to perform. In the event that the measurement date occurs after an interim reporting date, the awards are measured at their then-current fair value at each interim reporting date, estimated using the Black-Scholes pricing model. The fair value of these awards is expensed on a straight-line basis over the associated performance period.

Our significant accounting policies ~~since January 31, 2012.~~are set forth in Note 1 to the Financial Statements.

3128

ITEM 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Cyclone Uranium Corporation

Denver, Colorado

We have audited the accompanying consolidated balance sheets of Cyclone Uranium Corporation and Subsidiaries (an exploration stage company, the “Company”) as of January 31, 2014 and the related statements of operations, cash flows, and shareholders' deficit for the years ended January 31, 2014 and the cumulative period from February 1, 2001 (Inception of Exploration Stage) to January 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cyclone Uranium Corporation and Subsidiaries, as of January 31, 2014, and the results of their operations and their cash flows for the years ended January 31, 2014 and the cumulative period from February 1, 2001 (Inception of Exploration Stage) to January 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has significant funding requirements which require capital that may not be available on favorable terms or at all, as well as a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

EKS&H LLLP

May 16, 2014

Denver, Colorado

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders
Cyclone Uranium Corp.

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

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

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

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

StarkSchenkein, LLP
Denver, Colorado
May 15, 2013
30
Cyclone Uranium Corporation
(An Exploration Stage Company)
Consolidated Balance Sheets
January 31, 2014 and 2013
(An Exploration Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

January 31,
2014

January 31,
2013

ASSETS

CURRENT ASSETS

Cash
$
2,582

$
21,323
Restricted deposits

35,184

35,000
Prepaid and other current assets

81,607

139,413
Total Current Assets

119,373

195,736

OTHER ASSETS

Mineral interests

1,400,000

1,400,000
Total Other Assets

1,400,000

1,400,000

TOTAL ASSETS
$
1,519,373

$
1,595,736

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued expenses
$
255,886

$
98,996
Accounts payable and accrued expenses - related party

88,657

88,303
Accounts payable and accrued expenses - shareholders

550,620

496,156
Notes payable-shareholders

345,000

195,000
Note payable

300,000

300,000

Total Current Liabilities

1,540,163

1,178,455

COMMITMENTS AND CONTINGENCIES

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

21,268,482

20,988,642
Accumulated (deficit) prior to exploration stage

(15,353,115)

(15,353,115)
Accumulated (deficit) during exploration stage

(6,085,718)

(5,359,307)
Total Stockholders' Equity (Deficit)

(20,790)

417,281

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
$
1,519,373

$
1,595,736

See the accompanying notes to the consolidated financial statements
31
Cyclone Uranium Corporation
(An Exploration Stage Company)
Consolidated Statements of Operations
Years Ended January 31, 2014 and 2013 and
February 1, 2001 (Inception of Exploration Stage) to January 31, 2014
(An Exploration Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

February 1, 2001
(Inception of
ExplorationStage)
to January 31,

For the year ended

January 31,

2014

2013

2014

REVENUE
$
-

$
-

$
44,240

COSTS AND EXPENSES

Cost of revenue

-

-

50,000
Exploration expense

178,725

216,563

1,841,311
Impairment of mineral interests

-

311,777

621,277
Write down of inventory to fair value

-

-

125,000
General and administrative

309,364

542,979

4,869,076
TOTAL OPERATING EXPENSES

488,089

1,071,319

7,506,664

LOSS FROM OPERATIONS

(488,089)

(1,071,319)

(7,462,424)

OTHER INCOME (EXPENSES)

Interest expense - related party

-

(38,528)

(162,032)
Interest expense

(138,349)

(175,404)

(313,753)
Interest expense - shareholder

(115,263)

(115,263)
Relief of payables and other indebtedness

-

-

66,935
Other income

15,290

4

2,419,978
Interest income

-

-

37,709
TOTAL OTHER INCOME (EXPENSES)

(238,322)

(213,928)

1,933,574

LOSS BEFORE TAXES

(726,411)

(1,285,247)

(5,528,850)

INCOME TAXES

-

-

(556,868)

NET LOSS
$
(726,411)

$
(1,285,247)

$
(6,085,718)

NET LOSS PER COMMON SHARE,

BASIC AND DILUTED
$
(0.00)

$
(0.01)

WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING,

BASIC AND DILUTED

146,779,933

134,284,043

See the accompanying notes to the consolidated financial statements

32
Cyclone Uranium Corporation
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
Years Ended January 31, 2014 and 2013 and
February 1, 2001 (Inception of Exploration Stage) to January 31, 2014
(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

Period from
February 1, 2001
(Inception of
Exploration Stage
to January 31,
2014

Year ended

January 31
2014

January 31
2013

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss)
$
(726,411)

$
(1,285,247)

$
(6,085,718)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:

Income from sale of mineral interests

-

-

(2,235,000)
Writedown of inventory to market value

-

-

125,000
Impairment of mineral interests

-

311,777

621,277
Relief of payables and other indebtedness

-

-

(66,935)
Depreciation

-

-

7,062
Common stock issued for services

-

100,000

419,814
Stock compensation

51,767

257,673

1,244,368
Amortization of debt discount

66,573

-

66,573
Changes in assets and liabilities:

Inventory

-

-

50,000
Prepaid and other current assets

57,622

(4,831)

(18,901)
Accounts payable and accrued expenses

156,890

139,072

806,102
Accounts payable and accrued expenses, related party

354

-

354
Asset retirement obligation

-

-

(52,000)
Accounts payable and accrued expenses - shareholders

54,464

-

585,320
Net cash (used in) operating activities

(338,741)

(481,556)

(4,532,684)

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

335,000

485,000
Proceeds from notes payable - shareholder

-

-

350,500
Repayment of note payable - shareholder

-

(180,000)

(1,181,568)
Capital contribution by shareholder

-

-

689,068
Net cash provided by financing activities

320,000

205,000

1,074,486

INCREASE(DECREASE) IN CASH

(18,741)

21,008

(17,805)

Cash, beginning of period

21,323

315

20,387

Cash, end of period
$
2,582

$
21,323

$
2,582

Supplemental disclosure of cash flow information

Cash paid for interest
$
-

$
-

$
-
Cash paid for income taxes
$
-

$
-

$
556,868

Supplemental disclosure of non-cash 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
$
-

$
2,030,300

$
2,030,300

See the accompanying notes to the consolidated financial statements
33

Cyclone Uranium Corporation
(An Exploration Stage Company)
Consolidated ~~Balance Sheets~~
~~January 31, 2013 and 2012~~

2013

2012
ASSETS

CURRENT ASSETS

Cash

$
21,323

$
315
Restricted deposits

35,000

35,000
Prepaid and other current assets

139,413

74,894
Total Current Assets

195,736

110,209

OTHER ASSETS

Mineral interests

1,400,000

-
Total Other Assets

1,400,000

-

TOTAL ASSETS

$
1,595,736

$
110,209

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued expenses

$
98,996

$
6,614
Accounts payable and accrued expenses - related party

88,303

227,373
Notes payable shareholders

195,000

340,000
Note payable

300,000

-
Accounts payable and accrued expenses - shareholders

496,156

271,667
Total Current Liabilities

1,178,455

845,654

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, $0.001 par value, 600,000,000 shares authorized
141,062,125 and 87,062,125 shares issued and outstanding, respectively

141,061

87,061
Additional paid-in capital

20,988,642

18,604,669
Accumulated (deficit) prior to exploration stage

(15,353,115)

(15,353,115)
Accumulated (deficit) during exploration stage

(5,359,307)

(4,074,060)
Total Stockholders' Equity (Deficit)

417,281

(735,445)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$
1,595,736

$
110,209
~~See the accompanying notes to the consolidated financial statements~~
33
~~Cyclone Uranium Corporation~~
~~(An Exploration Stage Company)~~
~~Consolidated Statements of Operations~~
~~Years Ended January 31, 2013 and 2012 and~~
~~February 1, 2001 (Inception of Exploration Stage) to January 31, 2013~~

February 1, 2001

(Inception of

ExplorationStage)

to January 31,

2013

2012

2013

REVENUE

$
-

$
-

$
44,240

COSTS AND EXPENSES

Cost of revenue

-

-

50,000
Exploration expense

216,563

128,739

1,662,586
Impairment of mineral interests

311,777

-

621,277
Write down of inventory to market value

-

-

125,000
General and administrative

542,979

344,551

4,559,712
TOTAL OPERATING EXPENSES

1,071,319

473,290

7,018,575

(LOSS) FROM OPERATIONS

(1,071,319)

(473,290)

(6,974,335)

OTHER INCOME (EXPENSES)

Interest expense - related party

(38,528)

(27,280)

(162,032)
Interest expense

(175,404)

-

(175,404)
Relief of payables and other indebtedness

-

-

66,935
Other income

-

504

2,404,688
Interest income

4

539

37,709
TOTAL OTHER INCOME (EXPENSES)

(213,928)

(26,237)

2,171,896

(LOSS) BEFORE TAXES

(1,285,247)

(499,527)

(4,802,439)

INCOME TAXES

-

-

556,868

NET (LOSS)

$
(1,285,247)

$
(499,527)

$
(5,359,307)

NET LOSS PER COMMON SHARE, BASIC AND DILUTED

$
(0.01)

$
(0.01)

WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED
134,284,043

82,162,652

~~See the accompanying notes to the consolidated financial statements~~
34
~~Cyclone Uranium Corporation~~
~~(An Exploration Stage Company)~~
~~Consolidated Statements of Cash Flows~~
~~Years Ended January 31, 2013 and 2012 and~~
~~February 1, 2001 (Inception of Exploration Stage) to January 31, 2013~~

Period from

February 1, 2001

(Inception of

Years Ended

Exploration Stage

January 31,

January 31,

to January 31,

2013

2012

2013

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss)

$
(1,285,247)

$
(499,527)

$
(5,359,307)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:

Income from sale of mineral interests

-

-

(2,235,000)
Writedown of inventory to market value

-

-

125,000
Impairment of mineral interests

311,777

-

621,277
Relief of payables and other indebtedness

-

-

(66,935)
Depreciation

-

-

7,062
Common stock issued for services

100,000

95,280

419,814
Stock subscriptions related to services provided

-

-

82,750
Stock options issued for services

257,673

76,741

333,173
Stock based compensation

-

-

699,937
Stock option expense

-

-

76,741
Changes in assets and liabilities:

Inventory

-

-

50,000
Prepaid and other current assets

(4,831)

-

(76,523)
Accounts payable and accrued expenses

139,072

74,057

649,212
Asset retirement obligation

-

-

(52,000)
Accounts payable and accrued expenses - shareholders

-

-

530,856
Net cash (used in) operating activities

(481,556)

(253,449)

(4,193,943)

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash received in New Fork acquisition

297,564

-

297,564
Cash received in Tournigan acquisition

-

-

12,829
Proceeds from sale of mineral interests

-

-

2,235,000
Release of reclamation bonds

-

15,000

895,000
Net cash provided by investing activities

297,564

15,000

3,440,393

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of amounts due to Tournigan Energy, Inc.

-

-

(330,000)
Cash received from sale of common stock and subscriptions

50,000

-

856,486
Proceeds from the exercise of stock options

-

-

35,000
Proceeds from notes payable - shareholder

-

180,000

350,500
Proceeds from notes payable

335,000

-

335,000
Repayment of note payable - shareholder

(180,000)

-

(1,181,568)
Capital contribution by shareholder

-

-

689,068
Net cash provided by financing activities

205,000

180,000

754,486

INCREASE (DECREASE) IN CASH

21,008

(58,449)

936

Cash, beginning of period

315

58,764

20,387

Cash, end of period

$
21,323

$
315

$
21,323

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Reclassification of capital contributions to note payable

$
-

$
-

$
864,068
Conversion of notes payable and accrued interest to common stock

$
-

$
141,681

$
329,181
Conversion of amounts due to shareholders to common stock

$
-

$
-

$
374,089
Conversion of amounts due to shareholders upon exercise of stock warrants

$
-

$
231,498

$
347,498
Common shares issued for stock subscriptions

$
-

$
-

$
433,813
Conversion of amounts due to affiliate to stock subscription

$
-

$
-

$
131,282
Purchase of inventory via direct payment by shareholder

$
-

$
-

$
175,000
Contribution of accounts payable and accrued expenses - shareholder

$
-

$
-

$
50,000
Contribution of amounts due Tournigan Energy Ltd to capital

$
-

$
600,000

$
873,327
Common shares issued for New Fork acquisition

$
2,030,300

$
-

$
2,030,300
~~See the accompanying notes to the consolidated financial statements~~
35
~~Cyclone Uranium Corporation~~
~~(An Exploration Stage Company)~~
~~Consolidated~~ Statement of Stockholders' Equity (Deficit)
February 1, 2001 (Inception of Exploration Stage) to January 31, ~~2013~~2014

(An Exploration Stage Company)

CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY
CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY

Accumulated

Accumulated

(deficit)

(deficit)

Common Stock

Additional
Paid-in
Capital

Capital
Stock
Subscribed

Accumulated
(deficit)
Prior to
Exploration
Stage

Accumulated
(deficit)
During
Exploration
Stage

Common Stock

Additional

Capital

Prior to

During

Par
Value

Deferred
Compensation

Par

Paid-in

Stock

Exploration

Exploration

Shares

Additional
Paid-in
Capital
Capital
Stock
Subscribed
Total
Accumulated
(deficit)
During
Exploration
Stage

Shares

Value

Capital

Subscribed

Stage

Stage

Total

Balance January 31, 2001

44,398,384
$
44,398
$
14,476,921
$
41,250

(15,353,115)
$
-
$
(790,546)
44,398,384

$
44,398

$
14,476,921
$
41,250
-
$
(15,353,115)

$
-

Contribution to capital

-

-

263,263

-

-

-

263,263
-

-

1,737,895

-

-

-

-

1,737,895
Issuance of subscribed shares

825,000

825

40,425

(41,250)

-

-

-
Issuance of stock for services at $.03 per share

1,000,000

1,000

24,000

-

-

-

25,000
Net (loss)

-

-

-

-

-

(634,552)

(634,552)

Balance January 31, 2002 (Restated)

46,223,384

46,223

14,804,609

-

(15,353,115)

(634,552)

(1,136,835)

Contribution to capital

-

-

271,305

-

-

-

271,305
Issuance of stock options for services

-

-

75,500

-

-

-

75,500
-

-

629,500

-

-

-

-

629,500
Issuance of stock for services at $0.10 per share

250,000

250

24,750

-

-

-

25,000
Stock subscriptions for cash at $0.03 per share

-

-

-

30,000

-

-

30,000
Stock subscriptions for services at $0.04 per share

-

-

-

12,750

-

-

12,750
Net (loss)

-

-

-

-

-

(586,422)

(586,422)

Balance January 31, 2003 (Restated)

46,473,384

46,473

15,176,164

42,750

(15,353,115)

(1,220,974)

(1,308,702)

Contribution to capital

-

-

129,500

-

-

-

129,500
Issuance of subscribed shares

1,000,000

1,000

29,000

(30,000)

-
Discount on stock issued to affiliates

-

-

57,000

-

-

-

57,000
Stock subscriptions for cash at $0.02 to $0.14 per share

-

-

-

166,282

-

-

166,282
Issuance of stock for cash at $0.04 per share

3,169,000

3,169

114,035

-

-

-

117,204
Net (loss)

-

-

-

-

-

(561,865)

(561,865)

Balance January 31, 2004 (Restated)

50,642,384

50,642

15,505,699

179,032

(15,353,115)

(1,782,839)

(1,400,581)

Issuance of stock for options
500,000

500

4,500

(5,000)

-

-

-

-
Exercise of stock options
300,000

300

29,700

-

-

-

-

30,000
Stock compensation expense
-

-

222,678

-

-

-

-

222,678
Reclassification of capital to shareholder loan
-

-

(864,068)

-

-

-

-

(864,068)
Reclassification of subscription

-

-

(12,560)

12,560

-

-

-
-

-

(12,560)

12,560

-

-

-

-
Issuance of subscribed shares

1,906,727

1,407

156,435

(157,842)

-

-

-
7,124,035

6,624

463,439

(470,063)

-

-

-

-
Issuance of stock for options

500,000

500

4,500

(5,000)

-

-

-
Contribution to capital

-

-

25,000

-

-

-

25,000
Issuance of stock and subscription for services at $0.08 per share

20,000

20

1,580

70,000

-

-

71,600
Issuance of stock for cash at $0.07 per share

400,000

900

27,411

-

-

-

28,311
Stock subscriptions for cash at $0.05 to $0.10 per share

-

-

-

154,971

-

-

154,971
Net (loss)

-

-

-

-

-

(474,858)

(474,858)

Balance January 31, 2005 (Restated)

53,469,111

53,469

15,708,065

253,721

(15,353,115)

(2,257,697)

(1,595,557)

Reclassification of capital to shareholder loan

-

-

(864,068)

-

-

-

(864,068)
Contribution to capital

-

-

50,500

-

-

-

50,500
Issuance of subscribed shares

3,392,308

3,392

237,579

(240,971)

-

-

-
Issuance of stock for services at $0.05 per share

505,400

505

24,765

-

-

-

25,270
Issuance of stock for cash at $0.04 per share

5,800,000

5,800

244,200

-

-

-

250,000
Issuance of stock in settlement of debt at $0.05 per share

6,000,000

6,000

294,000

-

-

-

300,000
Net (loss)

-

-

-

-

-

(225,025)

(225,025)

Balance January 31, 2006 (Restated)

69,166,819

69,166

15,695,041

12,750

(15,353,115)

(2,482,722)

(2,058,880)

Contribution to capital

-

-

75,000

-

-

-

75,000
Issuance of stock in settlement of shareholder payable at $0.10 per share

400,000

400

39,600

-

-

-

40,000
Issuance of stock for services at $0.07 per share

550,000

550

37,950

-

-

-

38,500
Issuance of stock options for services

-

-

106,000

-

-

-

106,000
Exercise of stock warrants at $0.04 per share

400,000

400

15,600

-

-

-

16,000
Net income

-

-

-

-

-

233,471

233,471

Balance January 31, 2007 (Restated)

70,516,819

70,516

15,969,191

12,750

(15,353,115)

(2,249,251)

(1,549,909)

Issuance of stock in settlement of shareholder payable at $0.05 per share

250,000

250

12,250

-

-

-

12,500

Issuance of stock in settlement of notes payable at $0.05 per share

750,000

750

36,750

-

-

-

37,500
Issuance of stock for services at $0.07 per share

350,000

350

24,150

-

-

-

24,500
Issuance of stock options for services

-

-

448,000

-

-

-

448,000
Exercise of stock warrants at $0.10 per share

1,000,000

1,000

99,000

-

-

-

100,000
Net income

-

-

-

-

-

369,837

369,837

Balance January 31, 2008 (Restated)

72,866,819

72,866

16,589,341

12,750

(15,353,115)

(1,879,414)

(557,572)

Contribution to capital

-

-

50,000

-

-

-

50,000
Net (loss)

-

-

-

-

-

(315,579)

(315,579)

Balance January 31, 2009

72,866,819

72,866

16,639,341

12,750

(15,353,115)

(2,194,993)

(823,151)

Stock subscriptions for cash
-

-

-

351,253

-

-

-

351,253
Stock subscriptions for services
-

-

-

12,750

-

-

-

12,750
Write off of stock subscription - no longer applicable
-

-

-

(12,750)

-

-

12,750

-
Issuance of stock and subscription for services
20,000

20

1,580

70,000

-

-

-

71,600
Issuance of stock for cash
13,135,667

13,636

607,879

-

-

-

-

621,515
Issuance of stock for services

445,000

445

17,025

-

-

-

17,470
3,900,400

3,900

183,840

-

-

-

-

187,740
Contribution to capital

-

-

225,327

-

-

-

225,327
Stock compensation expense

-

-

138,799

-

-

-

138,799
Net (loss)

-

-

-

-

-

(863,519)

(863,519)

Balance January 31, 2010

73,311,819

73,311

17,020,492

12,750

(15,353,115)

(3,058,512)

(1,305,074)

Issuance of stock for cash at $0.06 per share

3,766,667

3,767

222,233

-

-

-

226,000
Issuance of stock in settlement of debt

2,859,820

2,859

168,730

-

-

-

171,589
12,769,639

12,769

858,799

-

-

-

-

871,568
Issuance of stock for cash at $0.06 per share

-

-

-

-

-

-

-
Stock compensation expense - 600,000 7/29/10 - Solano

-

-

7,138

-

-

-

7,138
Contribution to capital

-

-

48,000

-

-

-

48,000
Net (loss)

-

-

-

-

-

(528,771)

(528,771)

Balance January 31, 2011

79,938,306

79,937

17,466,593

12,750

(15,353,115)

(3,587,283)

(1,381,118)

Issuance of stock in settlement of debt

3,159,819

3,160

359,319

-

-

-

362,479
Issuance of stock for services

800,000

800

31,200

-

-

-

32,000
Exercise of stock warrants at $0.12 per share

2,864,000

2,864

41,116

-

-

-

43,980
Exercise of stock options at $0.10 per share

300,000

300

29,700

-

-

-

30,000
Stock compensation expense

-

-

76,741

-

-

-

76,741
Contribution to capital

-

-

600,000

-

-

-

600,000
Preacquisition costs

-

-

-

-

-

-
Write off of stock subscription - no longer applicable

-

-

-

(12,750)

-

12,750

-
Issuance of stock in settlement of shareholder payable
650,000

650

51,850

-

-

-

-

52,500
Exercise of stock warrants
4,264,000

4,264

155,716

-

-

-

-

159,980
Discount on stock issued to affiliates
-

-

57,000

-

-

-

-

57,000
Net (loss)

-

-

-

-

-

(499,527)

(499,527)
-

-

-

-

-

-

(4,086,810)

(4,086,810)

Balance January 31, 2012

87,062,125

87,061

18,604,669

-

(15,353,115)

(4,074,060)

(735,445)
87,062,125

87,061

18,604,669

-

-

(15,353,115)

(4,074,060)

(735,445)

Issuance of stock in New Fork acquisition

50,000,000

50,000

1,980,300

-

-

-

2,030,300
50,000,000

50,000

1,980,300

-

-

-

-

2,030,300
Issuance of stock for cash at $0.05 per share for services

2,000,000

2,000

98,000

-

-

-

100,000
Issuance of stock for cash for services
2,000,000

2,000

98,000

-

-

-

-

100,000
Stock compensation expense

-

-

99,924

-

-

-

99,924
-

-

99,924

-

-

-

-

99,924
Issuance of stock for cash at $0.025 per share

2,000,000

2,000

48,000

-

-

-

50,000
Issuance of stock for cash
2,000,000

2,000

48,000

-

-

-

-

50,000
Issuance of stock warrants for debt

-

-

157,749

-

-

-

157,749
-

-

157,749

-

-

-

-

157,749
Net (loss)

(1,285,247)

(1,285,247)

(1,285,247)

(1,285,247)

Balance January 31, 2013

141,062,125
$
141,061
$
20,988,642
$
-
$
(15,353,115)
$
(5,359,307)
$
417,281
141,062,125

141,061

20,988,642

-

-

(15,353,115)

(5,359,307)

417,281

Issuance of stock for services
500,000

500

9,500

-

-

-

-

10,000
Issuance of stock for cash at $0.02 per share
8,000,000

8,000

152,000

-

-

-

-

160,000
Stock compensation expense
-

-

51,767

-

-

-

-

51,767
Issuance of stock warrants for debt
-

-

66,573

-

-

-

-

66,573
Net (loss)
-

-

-

-

-

-

(726,411)

(726,411)

Balance January 31, 2014
149,562,125

$
149,561

$
21,268,482

$
-
$
-

$
(15,353,115)

$
(6,085,718)

$
(20,790)

See the accompanying notes to the consolidated financial statements
36

34
CYCLONE URANIUM CORPORATION
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, ~~2013~~2014 AND ~~2012~~2013

Note 1. Accounting Policies

Business Activities

Cyclone Uranium Corporation ("Cyclone" or the "Company"), and its subsidiaries are engaged in the business of mining and mineral exploration. This includes locating, acquiring, exploring, improving, leasing and developing mineral interests, primarily in the field of precious metals.
Basis of Presentation
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the instructions to Form 10-K and applicable Articles of Regulation S-X. In the opinion of management, all of the normal and recurring adjustments necessary to fairly resent the financial information set forth herein have been included.

Principles of Consolidation

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

Cash and Cash Equivalents

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

Mineral Interests

The Company ~~capitalizes certain costs related to~~is primarily engaged in the acquisition, exploration and exploitation of mineral ~~rights.~~
~~Exploration and development~~properties with the objective of extracting minerals from these properties. Mineral property exploration costs are expensed as ~~incurred unless~~incurred. Costs for acquired mineral property are capitalized. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired and records an impairment equal to the amount of book value in excess of estimated fair value. Capitalization of mine development costs that meet the definition of an asset will commence once the Company has declared proven and probable reserves exist and the property is a commercially mineable property. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are also capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded.accordance with SEC Industry Guide 7.

3735

Exploration Expense

~~The periodic evaluation of carrying value of capitalized costs~~Exploration expense includes geological and ~~any related property, plant and equipment~~geophysical work performed on areas that do not yet have identified resources. These costs are ~~based upon expected future cash flows and/or estimated salvage value.~~expensed as incurred.

~~Property, Plant & Equipment~~
Property, plant and equipment are stated at cost. Depreciation on mining assets is provided by the units of production method by reference to the ratio of units produced to total estimated production (proven and probable reserves).
~~Depreciation on non-mining assets is provided by the straight-line method over the estimated service lives of the respective assets.~~
~~Stock-Based~~Equity-Based Compensation
The Company accounts for equity instruments issued to employees for services based on the fair value of the equity instruments issued and accounts for equity instruments issued to other than employees based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable.
The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the vesting period, if any, of the stock option.
~~Revenue Recognition~~
Sales revenue is recognized upon the production of metals having a fixed monetary value. Metal inventories are recorded at estimated net realizable value, except in cases where there is no immediate marketability at a quoted market price, in which case they are recorded at the lower of cost or net realizable value.
~~Gains on the sale of mineral interests include the excess of the net proceeds from sales over the Company's net book value in that property.~~
Generative exploration program fees, received as part of an agreement whereby a third party agrees to fund a generative exploration program in connection with mineral deposits in areas not previously recognized as containing mineralization in exchange for the right to enter into a joint venture in the future to further explore or develop specifically identified prospects, are recognized as revenue in the period earned.
~~Foreign Operations~~

The Company ~~operates in~~recognizes compensation costs for share-based awards based on the ~~United States~~estimated fair value of ~~America. As with all types~~the employee awards on their grant date. The fair value of ~~international business operations, currency fluctuations, exchange controls, restrictions~~stock options is estimated using the Black-Scholes option pricing model. Compensation costs are recognized on ~~foreign investment, changes to tax regimes, and political action could impact the Company's financial condition or results of operations.~~a straight-line basis over each issuance’s respective vesting period.

38From time to time, the Company will issue share-based awards, including options and warrants, to non-employees. The fair value of these awards issued to non-employees (typically consultants) is measured on the earlier of the date the performance is complete or the date the consultant is committed to perform. In the event that the measurement date occurs after an interim reporting date, the awards are measured at their then-current fair value at each interim reporting date, estimated using the Black-Scholes pricing model. The fair value of these awards is expensed on a straight-line basis over the associated performance period.

Warrants

~~Foreign Currency Translation~~
The ~~functional currency~~Company classifies its issued and outstanding warrants as liabilities or equity in its financial statements, depending upon the criteria met and specific circumstances at a given point in time. Refer to Note 4—Notes Payable, Note 6 —Shareholders’ Equity and Note 7—Common Stock Options and Warrants for the Company’s operations is the US dollar. The assets and liabilities of any foreign subsidiaries are translated at the rate of exchange in effect at the balance sheet date. Income and expenses are translated using the weighted average rates of exchange prevailing during the period which the foreign subsidiary was owned. The related translation adjustments are reflected in the accumulated translation adjustment section of stockholders' (deficit).additional information.

Environmental and Reclamation Costs

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

36
Income Taxes

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

In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be ~~utilized. The~~utilized.The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carry forwards. The Company classifies penalty and interest expense related to income tax liabilities as general and administrative expense. There are no interest or penalties recognized in the statement of operations or accrued on the balance sheet.

The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its federal tax return and its state tax return in Colorado as “major” tax jurisdictions, as defined.  As such, the Company files tax returns in the United States and in the State of Colorado. The Company is not currently under examination by the Internal Revenue Service or any other ~~jurisdiction.~~jurisdiction; however, the tax years 2010 through 2012 remain open to examination in the taxing jurisdictions to which the Company is subject. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded.

Concentration of Credit Risk

The Company maintains cash in accounts which may, at times, exceed federally insured limits. To date, these concentrations of credit risk have not had a significant impact on the Company’s financial position or results of operations.
39
The Company will sell most of its metal production to a limited number of customers. However, due to the nature of the metals market, the Company is not dependent upon a significant customer to provide a market for its products.
Although the Company could be directly affected by weakness in the metals processing business, the Company monitors the financial condition of its customers and considers the risk of loss to be remote.
~~Inventory~~
~~Inventory is valued at the lower of cost or market on a first-in first-out basis. The Company had no inventory on hand at January 31, 2013 or 2012.~~

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
37

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, ~~2013~~2014 and ~~2012.~~2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, restricted deposits, prepaid and other current assets, accounts payable and accrued expenses, and notes payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in ~~nature and their carrying amounts approximate fair values or they are receivable or payable on demand.~~nature.

Impairment of Long Lived Assets

Long-lived assets and certain identifiable intangibles held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Management has not identified any material impairment losses as of the date of these financial statements. The Company recorded an impairment charge of $311,777 and $621,277 for the year ended January 31, ~~2013.~~
2013 and for the period from inception to January 31, 2014 respectively.

Net Income (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they are ~~anti dilutive,~~anti-dilutive, common stock equivalents are not considered in the computation.
40

~~Recently Adopted~~Recent Accounting Pronouncements

The Company ~~evaluates the~~has considered recently issued accounting pronouncements and does not believe that such pronouncements are of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the SEC, and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company adopted the following new accounting standards during the year ended January 31, 2013:
In May 2011, the FASB issued ASU Topic 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”)” Under Topic 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. Topic 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. The adoption of Topic 2011-04 did not have a material impact on its consolidated results of operation and financial condition.
Effective June 16, 2011, the FASB issued ASU Topic 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” which amended current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholder’ deficit. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income that contains two sections, net income and other comprehensive income,significance, or in two separate but consecutive statements. In December 2011, the FASB deferred the requirement to present components of reclassifications of other comprehensive income on the face of the income statement that had previously been included in the June 2011 amended standard. These amended standards are applied for interim and annual periods beginning after December 15, 2011. The adoption of Topic 2011-04 did not have a material impact on its consolidated results of operation and financial condition.
In December 2011, the FASB issued Topic 2011-11, “Disclosures about Offsetting Assets and Liabilities.” The objective of Topic 2011-11 is to enhance disclosures by requiring improved information about financial instruments and derivative instruments in relation to netting arrangements. Topic 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. The Company is currently evaluating the impact of this guidance; however, since this update affects disclosures only, it is not expected to have a material impact on the Company's consolidated financial statements.
In July 2012, the FASB issued new accounting guidance intended to simplify the testing of indefinite-lived intangible assets for impairment. Entities will be allowed the option to first perform a qualitative assessment on impairment for indefinite-lived intangible assets to determine whether a quantitative assessment is necessary. This guidance is effective for impairment tests performed in the interim and annual periods for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.
~~On February 5, 2013, the FASB issued ASU Topic 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which adds additional disclosure requirements relating~~potential significance, to the reclassification of items out of accumulated other comprehensive income. This Topic is effective for the first quarter of 2013 and affects disclosures only, it is not expected to have a material impact on the Company’s consolidated results of operation and financial condition.Company.
~~There were various other updates recently issued.  None of the updates are expected to a have a material impact on the Company’s financial position, results of operations or cash flows.~~

Note 2. Financial Condition, Liquidity, and Going Concern

At January 31, ~~2013,~~2014, the Company has an accumulated deficit of ~~$20,679,811.~~$21,438,833. In addition, the Company has no revenue producing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

41
The ability of the Company to achieve its operating goals and thus positive cash flows from operations is dependent upon its ability to acquire a mineral property and ultimately achieve production status, the future market price of metals, future capital raising efforts, and the ability to achieve future operating efficiencies anticipated with increased production levels. Management's plans will require additional financing, and exploration activity with respect to mineral ~~properties. While~~properties.While the Company has been successful in capital raising endeavors in the past, there can be no assurance that its future efforts and anticipated operations will be successful.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
38

~~Note 3. Mineral Interests~~
On February 27, 2009, the Company completed the acquisition of 100% of the common shares of Tournigan USA, Inc. (“TUSA”), a wholly owned subsidiary of Tournigan Energy, Ltd. (“Tournigan Energy”). As consideration for this transaction, the Company issued Tournigan Energy an interest-free promissory note in the amount of $325,327. In addition, the Company agreed to secure the release of, or reimburse Tournigan Energy for, the existing reclamation bonds on the properties in the amount of $930,000, less any applicable reclamation costs. The Company granted Tournigan Energy a 30% carried interest on each of the existing properties up to the completion of a feasibility study for any project encompassing any of these properties. At that point, Tournigan Energy could elect to convert its interest into a 30% contributing working interest or allow its interest to dilute to a 5% net profits interest.
The Company delivered a promissory note in the amount of $325,327 to Tournigan Energy. This note represented the amount paid by Tournigan Energy for the then current year’s Federal mineral claim maintenance fees along with working capital adjustments on the closing date. In addition to this note, the Company agreed to secure the release of reclamation bonds in the amount of $930,000 less any applicable reclamation costs. As of January 31, 2013, the deposit for reclamation bonds remains $35,000.
Both the promissory note to Tournigan Energy and the release of the reclamation bonds were unsecured, non-interest-bearing and were due August 31, 2009. The due date of the promissory note was extended to December 15, 2009. In a further agreement dated December 14, 2009, Tournigan Energy agreed to reduce the promissory note to $100,000 with payment of this amount on December 15, 2009. This payment was made by Cyclone and the promissory note was extinguished.
Tournigan Energy also extended the repayment date of the first $530,000 of the reclamation bonds to December 15, 2009 and the repayment of the remaining $400,000, less the cost of the reclamation work, to September 30, 2010. Tournigan Energy agreed to accept a payment of $100,000 on December 15, 2009 as part payment of the $530,000 installment of the reclamation bond due on that date. The balance of $400,000, less the cost of reclamation work was to be paid from one half of subsequent equity share issues of common stock of the Company until paid in full. The $100,000 payment was made to Tournigan Energy as scheduled.
42

~~On December 22, 2010, Cyclone paid Tournigan Energy $130,000 as a payment on its outstanding debt.~~
At April 30, 2011, after completion of reclamation, the balance due to Tournigan Energy was $600,000. This amount was to be repaid from one-half of the proceeds (net of issuance costs) of all equity share issues of common stock of the Company until Tournigan Energy has been paid in full.
On July 13, 2011, the Company renegotiated its debt and property interests with Tournigan Energy concerning its uranium properties in the western United States. Tournigan Energy agreed to defer receipt of its debt and property interests by converting these Company liabilities to a two percent (2%) net smelter return (“NSR”) royalty interest on uranium properties within the Company’s current areas of work.
~~Pursuant to the renegotiated terms between the Company and Tournigan Energy:~~
~~a) Tournigan Energy forgave the $600,000 payable by the Company;~~
~~b) Tournigan Energy converted its interests in the Company’s properties to a two percent (2%) NSR royalty up to a maximum of $10,000,000;~~
c) The Company is entitled to buy back up to one-half of this royalty for $3,000,000 at any time up to July 13, 2016, and thereby reduce the remaining royalty to a one percent (1%) NSR royalty capped at $5,000,000;
d) The NSR royalty will apply to any uranium production by the Company in the Wyoming counties of Carbon, Fremont, Sublette and Sweetwater, and the South Dakota county of Fall River. These are all areas where the Company currently holds uranium property interests.
~~This transaction has been approved by the TSX Venture Exchange, as Tournigan Energy is listed in Toronto on the TSX Venture Exchange.~~
~~The transaction described above relating to the acquisition of TUSA was accounted for as a business combination. A summary of the transaction is presented below:~~
~~Fair value of net tangible assets acquired:~~
~~Cash~~
~~$       12,829~~
~~Accrued interests receivable~~
         ~~3,202~~
~~Restricted deposits~~
     ~~930,000~~
~~Accounts payable~~
          ~~(204)~~
~~Asset retirement obligation~~
     ~~(52,000)~~
~~Acquired net assets (100%)~~
    ~~893,827~~
~~Purchase Price:~~
~~Promissory note payable~~
~~$    325,327~~
~~Due to Tournigan Energy, net~~
     ~~878,000~~
~~Total~~
~~$ 1,203,327~~
~~Mineral rights~~
~~$    309,500~~
43

Subsequent to the acquisition of TUSA, the Company evaluated its new holdings, and determined that the carrying value of the mineral rights exceeded their net realizable value. Accordingly, the Company recorded an impairment charge of $309,500 for the year ended January 31, 2010.
~~NOTE 4~~Note 3 - Acquisition of New Fork Uranium Corporation

On March 14, 2012, the Company entered into a Stock Purchase Agreement whereby the shareholders of New Fork Uranium Corporation (“New Fork”) sold all of the issued and outstanding shares of New Fork to the Company in exchange for the issuance to the shareholders of an aggregate of 50,000,000 shares of common stock, at $0.001 par value, of the Company.

The 50,000,000 shares of common stock of the Company issued pursuant to the Stock Purchase Agreement were issued pro rata to all of the shareholders of New Fork on the basis of 0.877192983 shares of the Company’s common stock for each outstanding New Fork share of common stock issued and outstanding on the effective date of the Stock Purchase Agreement.

New Fork holds ~~521~~519 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~~519 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~~approximately 14,200 acres on 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~~

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

44
Subsequent to the acquisition of New Fork, the Company evaluated its new holdings, and determined that the carrying value of the mineral rights exceeded their net realizable value. Accordingly, the Company recorded an impairment charge of $311,777 for the year ended January 31, 2013. The Company re-evaluated the carry value of the mineral rights at January 31, ~~2013~~2014 with no additional impairment.
39
Note 4. Notes Payable

Shareholders
~~Note 5. Notes Payable~~
~~Shareholders~~
In 2005, a shareholder advanced $30,000 to the Company for working capital purposes and to assist in identification of new mining properties. This loan is due on demand and bore interest at 5% per annum through January 31, 2009, at which time the interest rate ~~was~~ increased to 10% per annum. During the years ended January 31, 2010 and 2009, the shareholder advanced an additional $50,000 and $80,000, respectively, under substantially identical terms. On August 31, 2011, the shareholder advanced a further $150,000 and added an additional $30,000 on ~~Oct~~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 in the current year.~~ Company. Payments of $180,000 were made on these loans during the year ended January 31, 2013. ~~As of~~ Principal and interest due for the years ended January 31, 2014 and January 31, 2013 ~~principal~~respectively were $266,273 and ~~interest due are $160,000 and $82,067.~~$242,067.

On January 7, 2013, the Company entered into an agreement with a shareholder in the form of a promissory note payable, in the amount of ~~$35,000. The~~$35,000.The terms of the note include an interest rate of 15% that is accrued and ~~paid at the time of maturity. The~~due upon maturity.The note and accrued interest ~~are~~was due and payable July 7, 2013. As of January 31, ~~2013,~~2014, the Company had recorded ~~$360~~$5,610 in accrued interest. In connection with athe note payable, the Company issued a ~~Warrant~~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 8,7, and the full expense was recorded as of the date of issuance. As of January 31, 2014, the Company has been unable to repay the note. On January 31, 2014 the balance due, including interest is $39,286. We are currently engaged in discussions with the lender to extend the note.

~~Non-affiliated~~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. 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 7. The proceeds from the note were allocated to notes payable and warrants based on the relative fair value of the debt and warrants. The full discount to the note of $66,573 was amortized and expensed over the life of the note which matured on December 30, 2013. We are currently engaged in discussions with the lender with regard to settlement of the note.

40
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. 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.As of January 31, 2013, the Company was unable to repay the note, thus, the Company is in default on the note. The default interest rate is 45%. ~~As of~~Principal and interest due for the years ended January 31, 2014 and January 31, 2013 ~~the balance due, including interest, is $343,073.~~respectively were $343,073 and $481,422. In addition, the note is secured by all of the property of the Company. We are currently engaged in discussions with the lender with regard to negotiating an extension on the note.

In connection with the financing agreement, the Company issued a Warrant to purchase 6,814,000 shares of common stock, exercisable on or before August 31, 2017 at $0.02 per share. The fair value at the date of grant was $132,332 using a Black Scholes option pricing model using inputs described in Note 8, and the full expense was recorded as of the date of issuance.
45

Note 6.5. Asset Retirement Obligation and Restricted Deposits

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

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

During the year ended January 31, 2011, the remaining reclamation work was completed, and $304,400 of restricted deposits ~~were~~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 ~~general corporate purposes.~~operations.

The balance of restricted deposits at January 31, 2014 and January 31, 2013 ~~was~~respectively were $35,184 and $35,000, which ~~will~~may be released upon future inspection by the Arizona BLM.

41
Note 7.6. Stockholders' ~~(Deficit)~~Equity

During the ~~year ended~~period from January 31, ~~2002, a shareholder contributed $263,263 to the capital~~2001 (Inception of the Exploration Stage) through January 31, 2012, the Company ~~to be used primarily for~~completed the ~~identification and assessment of mining properties.~~following equity transactions. The Company issued ~~825,000~~800,000 shares of common stock ~~which had been subscribed~~upon the exercise of stock options for in$30,000. Through a ~~prior year. The~~series of stock subscriptions, the Company issued ~~1,000,000~~20,259,702 shares of common stock and ultimately received $972,768 in ~~exchange for consulting services, which were valued at their fair market value of $25,000.~~
~~During the year ended January 31, 2003, a shareholder contributed $271,305 to the capital of the Company to be used primarily for the identification and assessment of mining properties.~~cash. The Company issued 250,000 shares of common stock in exchange for consulting services, which were valued at their fair market value of $25,000. During the year ended January 31, 2003, the Company received cash aggregating $30,000 related to a stock subscription for 1,000,000 common shares from a director. In addition, the Company agreed to issue 325,000 shares of common stock for services. These shares were valued at their fair market value of $12,750 and charged to operations during the year ended January 31, 2003.
46
During the year ended January 31, 2004, a shareholder contributed $129,500 to the capital of the Company to be used primarily for the identification and assessment of mining properties. The Company issued an aggregate of 3,169,000 shares of common stock for cash of $117,204. In addition, the Company accepted stock subscriptions for 1,300,000 shares of common stock for cash of $35,000 and 937,727 shares of common stock for the forgiveness of salary due to an officer of $131,282. One of the cash subscriptions for 1,050,000 shares is with an affiliate and the discount on the shares from fair market value of $31,500 has been charged to operations during the year ended January 31, 2004.
During the year ended January 31, 2005, a shareholder contributed $25,000 to the capital of the Company to be used primarily for the identification and assessment of mining properties. The Company issued 1,906,727 shares of common stock for stock subscriptions of $157,842. The Company issued 400,000 shares of common stock for cash aggregating $28,311. In addition, certain affiliates exercised options to purchase 500,000 shares of common stock for $5,000. The Company also issued 20,000 shares of common stock for services and recorded a subscription for 875,000 shares of common stock valued at fair market value of $70,000 for services. In addition the Company received $154,971 for stock subscriptions.
During the year ended January 31, 2006, the Company issued 3,392,308 shares of common stock for stock subscriptions of $239,971. The Company issued 5,800,000 shares of common stock for cash aggregating $250,000. In addition, loans outstanding in the amount of $250,000 were converted to 6,000,000 shares of common stock. The Company issued 505,4003,900,420 shares of common stock for services valued at ~~fair market value~~$187,740. The Company issued 12,769,639 shares of ~~$25,270.~~common stock for the settlement of debt of $871,568. The Company issued 650,000 shares of common stock for the settlement of payables to shareholders of $52,500. The Company issued 4,264,000 shares of common stock upon the exercise of warrants for $159,980. In addition, $864,068 of capital contributions made by a Company controlled by a shareholder in prior years were reclassified as notes payable and fully repaid during the year ended January 31, 2008.
~~During the year ended January 31, 2007, the Company issued 400,000 shares of common stock at $0.10 per share in settlement of amounts due to a shareholder.~~The Company ~~issued 550,000 shares of common~~recorded $222,568 in stock for services valued at fair market value of $38,500, and issued options valued at $106,000. In addition, a shareholder exercised warrants to purchase 400,000 shares of common stock at $0.04 per share, reducing amounts owed by the Company in the amount of $16,000.
During the year ended January 31, 2008, the Company issued 1,000,000 warrants which were exercised in settlement of amounts due to a shareholder. Two directors exercised stock options for a total of 1,000,000 shares of common stock at $0.05 per share in exchange for debt of $50,000.based compensation. In addition, the Company had capital contributions of $1,737,895, a discount on stock to an affiliate of $57,000, issued ~~350,000 shares of common~~ stock options for services ~~valued at fair market value~~ of ~~$24,500.~~$629,500 and stock and subscriptions for services of $71,600 during this period.
~~During the year ended January 31, 2009, a shareholder forgave accounts payable and accrued expenses in the amount of $50,000. This amount was recorded as a contribution to capital.~~
47
~~During the year ended January 31, 2010, a related party forgave notes payable in the amount of $225,327. This amount was recorded as a contribution to capital.~~
During the year ended January 31, 2011, the Company issued 2,859,820 shares of common stock at $0.06 per share in settlement of amounts due to two shareholders. The Company completed a private placement in the amount of $226,000 by issuance of 3,766,667 shares of common stock at $0.06 per share. Each share included a warrant exercisable at $0.12 over two years. The Company granted options valued at $7,138 for investor relations services. In addition, a related party contributed $48,000 to capital.
During the year ended January 31, 2012, the Company issued a total of 800,000 in shares to two individuals who had previously donated their time to the Company. 750,000 shares at $0.04 per share were granted and expensed as consulting expense and an additional 50,000 shares at $0.04 were granted to a related party and expensed as website expense. A related party forgave notes payable in the amount of $600,000. This amount was recorded as a contribution to capital. The Company issued a total of 6,323,820 common shares in settlement of debt of $410,860.
During the year ended January 31, 2013, the Company issued 50,000,000 shares to the shareholders of New Fork at $0.04 per share, 2,000,000 shares for a one-year investor relations services that terminated on March 19, 2013 at $0.05 per share valued at $100,000, and 2,000,000 units each consisting of one common share and one half warrant for cash of $50,000. The Company completed a private placement 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.
During the year ended January 31, 2014 the Company, for a total of $170,000 issued 8,500,000 shares of common stock at $0.02 per share to nine accredited investors. Each share also included one-half warrant exercisable at $0.25 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 8~~Note 7 - 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.

Options

Number of
Shares
Weighted
Average
Exercise
Price
Outstanding at January 31, 2011
15,000,000
$0.25
Issued
2,000,000
$0.05
Exercised
(300,000)
$0.10
Expired/Cancelled
(3,250,000)
$0.09
Outstanding at January 31, 2012
13,450,000
$0.25
Issued
2,500,000
$0.06
Exercised
-
-
Expired/Cancelled
(5,700,000)
$0.31
Outstanding at January 31, 2013
10,250,000
$0.17
Exercisable at January 31, 2013
10,250,000
$0.17
48
42

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 relative vesting schedules.

Options

Number of
Shares
Weighted
Average
Exercise
Price

Outstanding at January 31, 2012
13,450,000
$0.25
Issued
2,500,000
$0.06
Exercised
-
-
Expired/Cancelled
(5,700,000)
$0.31
Outstanding at January 31, 2013
10,250,000
$0.17
Issued
4,500,000
$0.02
Exercised
-
-
Expired/Cancelled
-
-
Outstanding at January 31, 2014
14,750,000
$0.12
Exercisable at January 31, 2014
12,500,000
$0.14
The following table summarizes information about stock options at January 31, 2013:

Range
of
Prices
Weighted
Average
Number
Outstanding

Contractual
Life
Weighted Average
Exercise
Price
Weighted
Average
Number
Exercisable
Weighted
Average
Exercise
Price

$0.05
2,000,000
3.30 yrs
$0.05
2,000,000
$0.05
$0.06
5,650,000
2.93 yrs
$0.06
3,150,000
$0.06
$0.08
500,000
1.97 yrs
$0.08
500,000
$0.08
$0.30
100,000
1.97 yrs
$0.30
100,000
$0.30
$0.60
2,000,000
2.84 yrs
$0.60
2,000,000
$0.60
10,250,000
The following table summarizes information about stock options at January 31, 2014:

Range
of
Prices
Weighted
Average
Number
Outstanding

Contractual
Life
Weighted Average
Exercise
Price
Weighted
Average
Number
Exercisable
Weighted
Average
Exercise
Price
Weighted
Average
Number
Outstanding

Contractual
Life
Weighted Average
Exercise
Price
Weighted
Average
Number
Exercisable
Weighted
Average
Exercise
Price

$0.02
4,500,000
4.15 yrs
$0.02
2,250,000
$0.02
$0.05
2,000,000
3.30 yrs
$0.05
2,000,000
$0.05
2,000,000
2.30 yrs
$0.05
2,000,000
$0.05
$0.06
5,650,000
2.93yrs
$0.06
3,150,000
$0.06
5,650,000
1.93 yrs
$0.06
3,150,000
$0.06
$0.08
500,000
1.97 yrs
$0.08
500,000
$0.08
500,000
1.22 yrs
$0.08
500,000
$0.08
$0.30
100,000
1.97 yrs
$0.30
100,000
$0.30
100,000
0.97 yrs
$0.30
100,000
$0.30
$0.60
2,000,000
2.84 yrs
$0.60
2,000,000
$0.60
2,000,000
1.84 yrs
$0.60
2,000,000
$0.60

During the year ended January 31, 2013, the Company issued 6,626,486 warrants in connection with a private placement. The warrants are exercisable for a period of two years for $0.12 per share. However, if the common shares trade at over $0.18 per share in any 20-day period during the life of the warrants, the Company has the right to accelerate the expiration date of the warrants. Warrants in the amount of 2,859,820 were exercised by two shareholders in settlement of debt. During the year ended January 31, 2013, 3,766,666 warrants expired.
On June 19, 2012 the Company issued 2,000,000 shares of common stock and a warrant to purchase 1,000,000 shares of common stock at $0.05 per share within a three year period.

43
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.

49

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~~investor.As stated in the agreement, the Company granted 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 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 year ended January 31, 2014 the Company, for a total of $170,000 issued 8,500,000 shares of common stock at $0.02 per share to nine accredited investors. Each share also included one-half warrant exercisable at $0.25 per share with a term of five years from issuance. A total of 4,250,000 of these warrants were issued in these transactions.
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 the following assumptions: expected life of warrants is three years, expected volatility rate of 228.26%, risk free rate of 0.79%, and an exercise price of $0.02. 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 $66,573 amortized and expensed over the life of the note which matured on December 30, 2013.

Warrants

Number of
Shares
Weighted
Average
Exercise
Price

Number of
Shares
Weighted
Average
Exercise
Price

Outstanding at January 31, 2011
6,626,486
$0.12
Issued
-
Exercised
-
Expired/Cancelled
(2,859,920)
$0.12
Outstanding at January 31, 2012
3,766,666
$0.12
3,766,666
$0.12
Issued
8,814,000
$0.02
8,814,000
$0.02
Exercised
-
-
-
Expired/Cancelled
(3,766,666)
$0.12
(3,766,666)
$0.12
Outstanding at January 31, 2013
8,814,000
$0.02
8,814,000
$0.02
Exercisable at January 31, 2013
8,814,000
$0.12
Issued
9,250,000
$0.09
Exercised
-
-
Expired/Cancelled
-
-
Outstanding at January 31, 2014
18,064,000
$0.08
Exercisable at January 31, 2014
18,064,000
$0.08

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

Exercise
Price

Number
of Shares

Remaining
Contractual
Life
Exercise Price
Times Number
of Shares
Weighted
Average
Exercise
Price

$0.05
1,000,000
2.38 yrs
$50,000
$0.05
$0.02
6,814,000
4.58 yrs
$136,280
$0.02
$0.02
1,000,000
2.93 yrs
$20,000
$0.02
8,814,000
44
On January 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

Aggregate Intrinsic
Value

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
2.38 yrs
$50,000
$0.05
$0.00
1,000,000
1.64 yrs
$50,000
$0.05
$0.02
6,814,000
4.58 yrs
$136,280
$0.02
$0.00
$0.02
1,000,000
2.93 yrs
$20,000
$0.02
$0.00
$0.25
4,250,000
2.58 yrs
$1,000,000
$0.25

18,064,000

~~Note 9. Income Taxes~~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.
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 January 31, 2014 based on the following assumptions: expected life of the options of 4.25 years, expected volatility of 219.51%, risk-free interest rate of 1.61% and a stock price of $0.012, the Company calculated that the value for the unvested options had declined by $11,584 in the year ended January 31, 2014.
45
Note 8. Income Taxes
The components of net (loss) before taxes for the Company's domestic and prior foreign operations were as follows:

January 31,
2013

2012
2014
2013

Domestic
  $(1,260,715)

$(499,527)
$
  (726,411)
$
(1,260,715)

Net (loss) before taxes
$(1,260,715)

$(499,527)
$
(726,411)
$
(1,260,715)
50

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

January 31,
2013

2012
2014

2013

Federal statutory rate
(34.0)%

(34.0)%
(34.0)%

(34.0)%
Deferred tax asset
valuation allowance

  34.0

34.0
34.0

34.0

    0.0%

   0.0%
    0.0%

   0.0%

The Company has federal tax loss carry forwards of approximately ~~$5.725~~$5.27 million at January 31, ~~2013,~~2014, which expire through ~~2032.~~2034. The principal difference between the net loss reported for income tax purposes and the net loss reported for financial reporting purposes relates to stock based compensation expense.

The Company has a deferred tax asset of approximately ~~$1.9~~$2.05 million resulting from the net operating loss carry forwards. At this time, the Company is unable to determine if it will be able to benefit from its deferred tax asset. Accordingly, a valuation allowance has been established for the entire deferred tax asset. The ~~change in the~~ valuation allowance decreased a net of approximately $152,000 which was comprised of a current year net operating loss increase of approximately ~~$385,000~~206,000 and a decrease of approximately $358,000 for ~~the year ended January 31, 2013.~~expired net operating losses.

In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s net operating loss carry forward may be subject to an annual limitation in the event of change in control.
46
Note ~~10.~~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 January 31, ~~2013,~~2014, $51,359 was owed to Minex Exploration for these ~~services.~~services, which is unchanged from January 31, 2013.

As of January 31, 2013 James G. Baughman, our CEO and Director, was owed ~~$21,500~~$19,000 in fees and ~~$1,154~~$5,538 in accrued benefits for his duties as CEO and ~~$14,290~~$12,221 in expense reimbursements. As of January 31 ~~2013,~~2014, the entire amount of ~~$36,944~~$34,798 was owed to Mr. Baughman.

Note 10. Subsequent Events

~~Note 11. Subsequent Events~~
~~The~~On May 8, 2014 the Company, ~~is currently trying~~received $100,000 from an accredited investor for 10,000,000 shares of common stock at $0.01 per share, which have yet to raise equity capital through a private placement transaction and on April 26, 2013 and April 30, 2013 it accepted subscription agreements from two investors for $10,000 and $25,000 by the issuance of 500,000 shares and 1,250,000 shares respectively at $0.02 per share.be issued. Each share ~~included one-half~~will also include one warrant exercisable at ~~$0.25~~$0.05 per ~~share.~~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.
51

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

~~The Company retains StarkSchenkein, LLP as its principal independent auditor. There has been no disagreement between the parties during the fiscal year~~None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

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

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

47

~~Changes~~Internal Control Over Financial Reporting.
Management of the Company is also responsible for establishing internal control over financial reporting as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934.
The Company’s internal controls over financial reporting are intended to be designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal controls over financial reporting are expected to include those policies and procedures that management believes are necessary that:
(i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
(iii)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
As of January 31, 2014, management assessed the effectiveness of the Company's internal control over financial reporting (ICFR) based on the criteria for effective ICFR established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments by smaller reporting companies and non-accelerated filers.
Based on that assessment, management concluded that, during the period covered by this report, such internal controls and procedures were not effective as of January 31, 2014 and that material weaknesses in ICFR existed as more fully described below.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of January 31, 2014:

(1)	Lack of an independent audit committee financial expert. We have not identified an audit committee financial expert on our board of directors.This factor is counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management.

(2)

Limited staffing within our accounting operations.The relatively small number of personnel who are responsible for accounting functions prevents us from fully segregating duties within our internal control system.The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews which may result in a failure to detect errors in spreadsheets, calculations, or assumptions used to prepare the financial statements and related disclosures as filed with the Securities and Exchange Commission. Additionally, we did not maintain a sufficient number of financial and accounting staff with the appropriate level of knowledge and experience to ensure that accurate and reliable financial statement of the Company are prepared and reviewed timely in accordance with accounting principles generally accepted in the United States.

Our management determined that these deficiencies constituted material weaknesses.

Due to a lack of personnel resources, we likely will not take any immediate action to remediate these material weaknesses. However, we expect to implement further controls as circumstances and working capital permit. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in the Annual Report on Form 10-K for the fiscal year ended January 31, 2014, fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

We ~~had significant changes in~~are committed to improving our financial organization. As part of this commitment, we will (when funds and/or additional resources are available to the Company) consider taking the following actions: (1) appoint an outside director to our Board of Directors as an audit committee financial expert; and (2) create a position to segregate duties consistent with control objectives and will increase our personnel resources. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal control over financial reporting ~~(as defined in Rules 13a-15(f)~~on an ongoing basis and ~~15d-15(f) promulgated by the SEC under the 1934 Act) during the year ended January 31, 2013, that have materially affected,~~are committed to taking further action and implementing additional enhancements or ~~are reasonably likely to materially affect,~~improvements, as necessary and as funds allow.

The Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting ~~as a result of~~due to the acquisition of New Fork. Primarily we had changes in key personnel and changes in key policies and procedures as we integrated the results of this new entity. We continue to develop controls and procedures and plan to implement additional controls and procedures sufficient to accurately report our financial performance in the foreseeable future.permanent exemption from such requirement for smaller reporting companies.

Item 9B. Other Information.

None.

5249

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

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


Name	Age	Position

James G. Baughman	56	Director
		Chairman, President, CEO & ~~CEO~~Acting CFO

James M. Seed	72	Director

Gregory Schifrin	54	Director

William Rapaglia	66	Director

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

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

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

JAMES G. BAUGHMAN

Mr. Baughman has worked as a geologist for more than 25 years in mining operations and mineral exploration projects for precious, base metals, and uranium and in 2010 founded, and was President of, New Fork Uranium Corp. Mr. Baughman has provided technical services and project management for a number of major and junior mining companies.

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

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

JAMES M. SEED

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

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

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

GREGORY SCHIFRIN

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

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

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

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

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

5451

WILLIAM J. RAPAGLIA

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

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

Involvement in Certain Legal Proceedings

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

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the 1934 Act requires the Company’s directors and officers and any persons who own more than ten percent of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the “SEC”). All directors, officers and greater than ten-percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports files. Based solely on our review of the copies of Forms 3, 4 and any amendments thereto furnished to us during the fiscal year completed January 31, ~~2013,~~2014, and subsequently, we believe that during the Company’s fiscal year ended January 31, ~~2013~~2014 that all filing requirements applicable to our officers, directors and greater-than-ten-percent stockholders were complied with.

Code of Ethics

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

Item 11. Executive Compensation.

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

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

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

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

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

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

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

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

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

To date the Company has entered into an employment agreement with its President, ~~and Chief Financial Officer,~~ James G. ~~Baughman. The~~Baughman.The term is indefinite and provides for an annual salary of $36,000. Upon termination without cause, Mr. Baughman is entitled to two times the annual salary, two times the targeted annual bonus and accrued but unused vacation time.

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

5653

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

o
Base salary;

o
Stock option awards and/or equity based compensation;

o
Discretionary cash bonuses; and

o
Other employment benefits.

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

During the Company’s fiscal years ended January 31, 2013 and ~~20121~~2014 it paid its executive officers the following base salaries:

o
James G. Baughman was paid a base salary of $36,000 and $37,500 during the fiscal ~~year~~years ended January 31, ~~2013.~~2014 and January 31, 2013 respectively.
o
~~Peter Bojtos was paid a base salary of $71,253 during the fiscal year ended January 31, 2012.~~

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

We have no set formula for granting awards to our executives or employees. In determining whether to grant awards and the amount of any awards, we take into consideration discretionary factors such as the individual’s current and expected future performance, level of responsibilities, retention considerations, and the total compensation ~~package. The~~package.The Company has granted certain of its executive officers stock options.
57

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

54
We have no set bonus formula for determining or awarding discretionary cash bonuses to our other executives or employees. In determining whether to award bonuses and the amount of any bonuses, we have taken and expect to continue to take into consideration discretionary factors such as the individual’s current and expected future performance, level of responsibilities, retention considerations, and the total compensation package, as well as the Company’s overall performance including cash flow and other operational factors.

During fiscal ~~year~~years ended January 31, 2013 and 2014, we did not pay any discretionary cash bonuses. In general, the bonuses paid to these executive officers were determined by the Board.

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

The following Summary Compensation Table sets forth the compensation of the named executive officers of the Company for each of the two fiscal years ended January 31, ~~2013~~2014 and ~~2012~~2013 that was paid by the Company.

SUMMARY COMPENSATION TABLE

Stock
Option
All Other

Salary
Bonus
Awards
Awards
Compensation
Total

Name and Principal Position
Year
($)
($)
($)
($)
($)
($)

Year

Salary
($)

Bonus
($)
Stock
Awards
($)
Option
Awards
($)
All Other
Compensation
($)

Total
($)

James G. Baughman
2013
$37,500
-
-
$19,985
-
$57,485
2014
$36,000
-
-
-
-
-
President and Chief

2013
$37,500
-
-
$19,985
-
$57,485
Executive Officer (1)

Peter Bojtos
2013

-
-
$19,985
-
$19,985
2014
-
-
-

-
-
President and Chief
2012
$71,253
-
-
$19,185
-
$90,438
2013

-
-
$19,985
-
$19,985
Executive Officer (2)
2011
$95,004
-
-
-
-
$95,004

(1)     James G. Baughman was named Chief Executive Officer on March 19, 2012 with the acquisition of New Fork Uranium.
(2)     Peter Bojtos resigned as our Chief Executive Officer on March 19, 2012 upon the acquisition of New Fork Uranium.

The following table sets out information as to securities underlying outstanding exercisable options for each named executive officer of the Company as of January 31, ~~2013.~~2014.

Name
Number of Shares
Underlying Options
(#)
Exercisable

Option Exercise
Price ($)

Option
Expiration Date

James G. Baughman
500,000
$0.06
3/19/2017

Peter Bojtos
500,000
$0.06
1/21/2015

500,000
$0.08
1/21/2015

500,000
$0.05
5/20/2016

500,000
$0.06
3/19/2017

58
55

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

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

No compensation was paid to the directors of the Company during the year ended January 31, 2014.

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

The following table sets forth information with respect to the persons known to the Company to be the beneficial owners of more than 5% of any class of the Company’s voting securities at May ~~10, 2013:~~6, 2014:

Title of Class

Name and Address of
Beneficial Owner
Amount and
Nature of
Beneficial
Ownership

Percent of
Class

Common Stock
Peter Bojtos
2582 Taft Court
Lakewood, CO 80215
13,110,567 shares
Owned directly and indirectly (2)
~~9.2%~~
8.7% (3)

Common Stock

James M. Seed
42 Ladd Street
East Greenwich, RI 02818
~~24,316,600~~
24,016,600 shares
Owned directly and indirectly (4)

~~16.8%~~
15.7% (5)
Common Stock
James G. Baughman
2090 S Joliet Street
Aurora, CO 80014
11,026,316 shares
Owned directly and indirectly (6)
~~7.8%~~
7.3% (7)

Common Stock
Gregory Schifrin
1256 W Elmira Rd.
Sandpoint, ID 83864
11,026,316 shares
Owned directly and indirectly (8)
~~7.8%~~
7.3% (9)

Common Stock
Andrew Vander Ploeg
19 Foxtail Circle
Englewood, CO 80113
~~11,695,907shares~~
12,695,907shares
Owned directly (10)
~~8.3%~~
8.4% (11)

Common Stock
Capital Peak Partners
602 Cedar Street
Wallace, ID 83873
8,771,930 shares
Owned directly (12)
6.2% (11)

59
56

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

(3)        Percentage calculated on the basis of ~~143,062,125~~151,562,125 shares of the Company's common stock issued and outstanding which includes: (i) ~~141,062,125~~149,562,125 shares of common stock issued and outstanding as of May ~~10, 2013;~~6, 2014; and (ii) 2,000,000 stock options issued which are immediately exercisable for shares of Common Stock.

(4)        Includes 20,516,600 shares beneficially owned directly and through various related companies and trusts, ~~1,800,000~~1,500,000 shares underlying outstanding stock options which are immediately exercisable, ~~within 60 days,~~ and 2,000,000 options issued to The Astra Ventures Inc, a company controlled by Mr. Seed that are immediately exercisable for shares of Common Stock.

(5)        Percentage calculated on the basis of ~~144,862,125~~153,062,125 shares of the Company’s common stock issued and outstanding which includes: (i) ~~141,062,125~~149,562,125 shares of common stock issued and outstanding as of May ~~10, 2013;~~6, 2014; (ii) ~~1,800,000~~1,500,000 options issued to Mr. Seed which are immediately exercisable for shares of Common Stock; and (iii) 2,000,000 options issued to The Astra Ventures, Inc. which are immediately exercisable for shares of Common Stock.

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

(7)        Percentage calculated on the basis of ~~141,562,125~~150,062,125 shares of the Company's common stock issued and outstanding which includes: (i) ~~141,062,125~~149,562,125 shares of common stock issued and outstanding as of May ~~10, 2013;~~6, 2014; and (ii) 500,000 stock options issued which are immediately exercisable for shares of Common Stock

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

(9)        Percentage calculated on the basis of ~~141,562,125~~150,062,125 shares of the Company's common stock issued and outstanding which includes: (i) ~~141,062,125~~149,562,125 shares of common stock issued and outstanding as of May ~~10, 2013;~~6, 2014; and (ii) 500,000 stock options issued which are immediately exercisable for shares of Common Stock

57
(10)      Includes 11,695,907 shares beneficially ~~owned.~~owned and 1,000,000 warrants held directly which are immediately exercisable for shares of Common Stock.

60
(11)      Percentage calculated on the basis of ~~141,062,125~~150,562,125 shares of the Company's common stock issued and ~~outstanding.~~outstanding which includes: (i) 149,562,125 shares of common stock issued and outstanding as of May 6, 2014; and (ii) 1,000,000 warrants issued which are immediately exercisable for shares of Common Stock

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

The following table sets forth information as to the beneficial ownership of each class of the Company’s equity securities beneficially owned by the Company’s directors and executive officers as of May ~~10, 2013:~~6, 2014:

Title of Class

Name and Address of
Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percent of
Class

Common Stock
James G. Baughman
2090 S Joliet St.
Aurora, CO 80014
11,026,316 shares
Owned directly and indirectly (1)
7.3% (2)

Common Stock
James M. Seed
42 Ladd Street
East Greenwich, RI 02818
24,016,600 shares
Owned directly and indirectly (3)
15.7% (4)

Common Stock
Gregory Schifrin
1256 W Elmira Rd.
Sandpoint, ID 83864
11,026,316 shares
Owned directly and indirectly(5)
7.3%(6)

Common Stock
William Rapaglia
1821 Hillandale Road
Durham, NC 27705
2,255,400 shares
Owned directly(7)
1.5%(8)

Common Stock
All Officers and Directors of the Company as a Group (4 persons)
48,924,632
31.1%(9)

Title of Class

Name and Address of
Beneficial Owner

Amount and
Nature of
Beneficial
Ownership

Percent of
Class

Common Stock
James G. Baughman
2090 S Joliet St.
Aurora, CO 80014
11,026,316 shares
Owned directly and indirectly (1)
7.8% (2)

Common Stock
James M. Seed
42 Ladd Street
East Greenwich, RI 02818
24,316,600 shares
Owned directly and indirectly (3)
16.8% (4)

Common Stock
Gregory Schifrin
1256 W Elmira Rd.
Sandpoint, ID 83864
11,026,316 shares
Owned directly and indirectly(5)
7.8%(6)

Common Stock
William Rapaglia
1821 Hillandale Road
Durham, NC 27705
2,555,400 shares
Owned directly(7)
1.8%(8)

Common Stock
All Officers and Directors of the Company as a Group (4 persons)
48,924,632
33.1%(9)
58

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

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

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

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

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

(6)        See footnote (9) to first beneficial ownership table under Item 12.
61

(7)        Includes 755,400 shares beneficially owned and ~~1,800,000~~1,500,000 shares underlying outstanding stock options that are immediately exercisable for shares of Common Stock.

(8)        Percentage calculated on the basis of ~~142,862,125~~151,062,125 shares of the Company's common stock issued and outstanding which includes: (i) ~~141,062,125~~149,562,125 shares of common stock issued and outstanding as of May ~~10, 2013;~~6, 2014; and (ii) ~~1,800,000~~1,500,000 stock options issued which are immediately exercisable for shares of Common Stock.

(9)       Percentage calculated on the basis of ~~147,662,125~~155,562,125 shares of the Company’s common stock issued and outstanding which includes: (i) ~~141,062,125~~149,562,125 shares of common stock issued and outstanding as of May ~~10, 2013;~~6, 2014; and (ii) ~~6,600,000~~6,000,000 options issued which are immediately exercisable for shares of Common Stock.

Changes in Control

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

Securities Authorized for Issuance Under Equity Compensation Plans

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

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

During 2011, Minex Exploration which is controlled by our Director Gregory Schifrin, provided services to New Fork related to maintaining our mining claims in Sweetwater County, Wyoming for $86,358. As of January 31, ~~2013,~~2014, $51,359 was owed to Minex Exploration for these ~~services.~~services, which is unchanged from January 31, 2013.

As of January 31, ~~2013~~2014 James G. Baughman, our CEO and Director, was owed ~~$21,500~~$19,000 in fees and ~~$1,154~~$5,538 in accrued benefits for his duties as CEO and ~~$14,290~~$12,221 in expense reimbursements. As of January 31 ~~2013,~~2014, the entire amount of ~~$36,944was~~$36,944 was owed to Mr. Baughman.
59

Independence of the Board of Directors

Our Board of Directors currently consists of Messrs. Baughman, Seed, Schifrin and Rapaglia. Messrs. Rapaglia, Schifrin and Seed are considered “independent” as that term defined by Section 803A of the NYSE Amex Company Guide inasmuch as each of the directors has had material relationships with the Company. The Board considers all relevant facts and circumstances in its determination of independence of all members of the Board.
62

Item 14. Principal Accounting Fees and Services.

The Company's Board of Directors reviews and approves audit and permissible non-audit services performed by its independent accountants, as well as the fees charged for such services.
On July 30, 2013 the Board of Directors voted dismiss StarkSchenkein, LLP and engaged EKS&H as the Company’s independent accountants. There were no disagreements with our previous auditors. In its review of non-audit service fees, ~~and its appointment of StarkSchenkein, LLP as the Company's independent accountants,~~ the Board of Directors considered whether the provision of such services is compatible with maintaining independence. The Board of Directors approved all of the services provided and fees charged by ~~StarkSchenkein, LLP~~ in fiscal years ended January 31, ~~2013~~2014 and ~~2012.~~2013.

Audit Fees

The aggregate fees billed by ~~StarkSchenkein, LLP~~ for professional services for the audit of the annual financial statements of the Company and the reviews of the financial statements included in the Company's quarterly reports on Form 10-Q for the past two years ended January 31, 2013 and 2014 were $48,420 and ~~$34,000~~$34,800 respectively, net of expenses.

Audit-Related Fees

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

Tax Fees

The aggregate fees billed by StarkSchenkein, LLP during the last two fiscal years for professional services rendered for tax compliance were ~~$5,500~~$4,400 and ~~$4,400,~~$4,000, respectively.

All Other Fees

There were no other fees billed ~~by StarkSchenkein, LLP~~ during the last two fiscal years for products and services provided.
60

Audit Committee’s Pre-Approval Practice

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

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

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

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

The board of directors considers at each of its meetings whether to approve any audit services or non-audit services. In some cases, management may present the request; in other cases, the auditors may present the request. The Audit Committee approved ~~StarkSchenkein, LLP~~EKS&H performing our audit for the fiscal year ended January 31, ~~2013.~~2014.

63
PART IV

Item 15.   Exhibits, Financial Statement Schedules.

Exhibit No.
Description of Exhibits
3.1
Articles of the Company, as amended. Filed ~~herewith.~~as Exhibit to Form 10-K filed May 16, 2013.

3.2
By-laws of the Company, as amended. Filed ~~herewith.~~as Exhibit to Form 10-K filed May 16, 2013.

10.1
Letter Agreement, dated December 5, 2005, between Nexvu Capital Corp., Fischer-Watt Gold Company, Inc., and Minera Montoro, S.A. de C.V., filed as Exhibit 10.1 to Form 8-K filed December 7, 2005 and incorporated herein by reference.
~~10.2~~
Letter Agreement, dated June 27, 2006, between Rogue River Resources Corp. and Fischer-Watt Gold Company, Inc., filed as Exhibit 10.1 to Form 8-K filed June 7, 2006 and incorporated herein by reference.
~~10.3~~
Stock Purchase Agreement, dated January 25, 2007, among Fischer-Watt Gold Company, Inc., as Seller, and Rogue River Resources Corp., as purchaser, and Minera Montoro, S.A. De C.V., filed as Exhibit 10.1 to Form 8-K filed February 16, 2007.
~~10.4~~
~~Agreement, dated October 1, 2008, between Fischer-Watt Gold Company, Inc. and Tournigan Energy Ltd., filed as Exhibit 10.1 to Form 8-K filed October 6, 2008.~~
~~10.5~~
~~Promissory Note, dated February 27, 2009, payable by Fischer-Watt Gold Company, Inc. to Tournigan Energy Ltd., filed as Exhibit 10.1 to Form 8-K filed March 23, 2009.~~
~~10.6~~
~~Agreement dated August 21, 2009, between Fischer-Watt Gold Company, Inc., and Tournigan Energy, Ltd., filed as Exhibit 10.1 to Form 8-K filed January 5, 2010.~~
~~10.7~~
~~Agreement dated December 14, 2009, between Fischer-Watt Gold Company, Inc., and Tournigan Energy, Ltd., filed as Exhibit 10.1 to Form 8-K filed January 5, 2010.~~
~~10.8~~
~~Amending Agreement, dated July 13, 2011, between Fischer-Watt Gold Company, Inc. and Tournigan Energy Ltd. fled as Exhibit 10.1 to Form~~
~~8-K filed July 15, 2011.~~
~~10.9~~
~~Agreement dated December 23, 2010, between Fischer-Watt Gold Company, Inc., and Tournigan Energy, Ltd.~~
~~10.10~~
Stock Purchase Agreement by Fischer-Watt Gold Company, Inc. and Shareholders of New Fork Uranium Corporation, dated March 14, 2012 filed as Exhibit 10.1 to Form 8-K filed March 20, 2012.

~~10.11~~10.2
Employment Agreement, dated March 19, 2012, between Fischer-Watt Gold Company, Inc. and James G. Baughman filed as Exhibit 10.2 to Form 8-K filed March 20, 2012.

~~10.12~~10.3
2012 Stock Option Plan. Filed ~~herewith.~~as Exhibit to Form 10-K filed May 16, 2013.

21
List of Subsidiaries. Filed ~~herewith.~~as Exhibit to Form 10-K filed May 16, 2013.

31
Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer and Acting Chief Financial Officer. Filed herewith.

32
Section 1350 Certification of Chief Executive Officer and Acting Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the SARBANES-OXLEY ACT of 2002. Filed herewith.

64
61

SIGNATURES

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




CYCLONE URANIUM CORPORATION















Date:
May ~~15, 2013~~16, 2014

By:
/s/ James G. Baughman




James G. Baughman




President, CEO, and Acting Chief Financial ~~Offiecer~~Officer (Principal Executive Officer and Principal Financial Officer




~~(Principal Executive Officer and Principal Financial Officer)~~

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

Date:
May ~~15, 2013~~16, 2014

By:
/s/ James G. Baughman




James G. Baughman




Director, Chairman











Date:
May ~~15, 2013~~16, 2014

By:
/s/ Gregory Schifrin

Gregory Schifrin

Director,

Date:
May ~~15, 2013~~16, 2014

By:
/s/ James M. Seed

James M. Seed

Director

Date:
May ~~15, 2013~~16, 2014

By:
/s/ William Rapaglia

William Rapaglia

Director

6562

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

(An Exploration Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS


	January 31, 2014		January 31, 2013
	January 31, 2014		January 31, 2013

ASSETS

CURRENT ASSETS
Cash	$	2,582	$	21,323
Restricted deposits		35,184		35,000
Prepaid and other current assets		81,607		139,413
Total Current Assets		119,373		195,736

OTHER ASSETS
Mineral interests		1,400,000		1,400,000
Total Other Assets		1,400,000		1,400,000


TOTAL ASSETS	$	1,519,373	$	1,595,736

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	255,886	$	98,996
Accounts payable and accrued expenses - related party		88,657		88,303
Accounts payable and accrued expenses - shareholders		550,620		496,156
Notes payable-shareholders		345,000		195,000
Note payable		300,000		300,000

Total Current Liabilities		1,540,163		1,178,455

COMMITMENTS AND CONTINGENCIES

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		21,268,482		20,988,642
Accumulated (deficit) prior to exploration stage		(15,353,115)		(15,353,115)
Accumulated (deficit) during exploration stage		(6,085,718)		(5,359,307)
Total Stockholders' Equity (Deficit)		(20,790)		417,281

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,519,373	$	1,595,736

(An Exploration Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
					February 1, 2001 (Inception of ExplorationStage) to January 31,
	For the year ended
	January 31,
	2014		2013		2014

REVENUE	$	-	$	-	$	44,240

COSTS AND EXPENSES
Cost of revenue		-		-		50,000
Exploration expense		178,725		216,563		1,841,311
Impairment of mineral interests		-		311,777		621,277
Write down of inventory to fair value		-		-		125,000
General and administrative		309,364		542,979		4,869,076
TOTAL OPERATING EXPENSES		488,089		1,071,319		7,506,664

LOSS FROM OPERATIONS		(488,089)		(1,071,319)		(7,462,424)

OTHER INCOME (EXPENSES)
Interest expense - related party		-		(38,528)		(162,032)
Interest expense		(138,349)		(175,404)		(313,753)
Interest expense - shareholder		(115,263)				(115,263)
Relief of payables and other indebtedness		-		-		66,935
Other income		15,290		4		2,419,978
Interest income		-		-		37,709
TOTAL OTHER INCOME (EXPENSES)		(238,322)		(213,928)		1,933,574

LOSS BEFORE TAXES		(726,411)		(1,285,247)		(5,528,850)

INCOME TAXES		-		-		(556,868)


NET LOSS	$	(726,411)	$	(1,285,247)	$	(6,085,718)


NET LOSS PER COMMON SHARE,
BASIC AND DILUTED	$	(0.00)	$	(0.01)

WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING,
BASIC AND DILUTED		146,779,933		134,284,043

(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
					Period from February 1, 2001 (Inception of Exploration Stage to January 31, 2014

	Year ended
	January 31 2014			January 31 2013
	January 31 2014			January 31 2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(726,411)	$	(1,285,247)	$	(6,085,718)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Income from sale of mineral interests		-		-		(2,235,000)
Writedown of inventory to market value		-		-		125,000
Impairment of mineral interests		-		311,777		621,277
Relief of payables and other indebtedness		-		-		(66,935)
Depreciation		-		-		7,062
Common stock issued for services		-		100,000		419,814
Stock compensation		51,767		257,673		1,244,368
Amortization of debt discount		66,573		-		66,573
Changes in assets and liabilities:
Inventory		-		-		50,000
Prepaid and other current assets		57,622		(4,831)		(18,901)
Accounts payable and accrued expenses		156,890		139,072		806,102
Accounts payable and accrued expenses, related party		354		-		354
Asset retirement obligation		-		-		(52,000)
Accounts payable and accrued expenses - shareholders		54,464		-		585,320
Net cash (used in) operating activities		(338,741)		(481,556)		(4,532,684)

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		335,000		485,000
Proceeds from notes payable - shareholder		-		-		350,500
Repayment of note payable - shareholder		-		(180,000)		(1,181,568)
Capital contribution by shareholder		-		-		689,068
Net cash provided by financing activities		320,000		205,000		1,074,486

INCREASE(DECREASE) IN CASH		(18,741)		21,008		(17,805)

Cash, beginning of period		21,323		315		20,387

Cash, end of period	$	2,582	$	21,323	$	2,582

Supplemental disclosure of cash flow information
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	556,868

Supplemental disclosure of non-cash 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	$	-	$	2,030,300	$	2,030,300

	2013		2012
ASSETS

CURRENT ASSETS
Cash	$	21,323	$	315
Restricted deposits		35,000		35,000
Prepaid and other current assets		139,413		74,894
Total Current Assets		195,736		110,209

OTHER ASSETS
Mineral interests		1,400,000		-
Total Other Assets		1,400,000		-


TOTAL ASSETS	$	1,595,736	$	110,209

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	98,996	$	6,614
Accounts payable and accrued expenses - related party		88,303		227,373
Notes payable shareholders		195,000		340,000
Note payable		300,000		-
Accounts payable and accrued expenses - shareholders		496,156		271,667
Total Current Liabilities		1,178,455		845,654

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 600,000,000 shares authorized 141,062,125 and 87,062,125 shares issued and outstanding, respectively		141,061		87,061
Additional paid-in capital		20,988,642		18,604,669
Accumulated (deficit) prior to exploration stage		(15,353,115)		(15,353,115)
Accumulated (deficit) during exploration stage		(5,359,307)		(4,074,060)
Total Stockholders' Equity (Deficit)		417,281		(735,445)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,595,736	$	110,209

					February 1, 2001
					(Inception of
					ExplorationStage)
					to January 31,
	2013		2012		2013


REVENUE	$	-	$	-	$	44,240

COSTS AND EXPENSES
Cost of revenue		-		-		50,000
Exploration expense		216,563		128,739		1,662,586
Impairment of mineral interests		311,777		-		621,277
Write down of inventory to market value		-		-		125,000
General and administrative		542,979		344,551		4,559,712
TOTAL OPERATING EXPENSES		1,071,319		473,290		7,018,575

(LOSS) FROM OPERATIONS		(1,071,319)		(473,290)		(6,974,335)

OTHER INCOME (EXPENSES)
Interest expense - related party		(38,528)		(27,280)		(162,032)
Interest expense		(175,404)		-		(175,404)
Relief of payables and other indebtedness		-		-		66,935
Other income		-		504		2,404,688
Interest income		4		539		37,709
TOTAL OTHER INCOME (EXPENSES)		(213,928)		(26,237)		2,171,896

(LOSS) BEFORE TAXES		(1,285,247)		(499,527)		(4,802,439)

INCOME TAXES		-		-		556,868


NET (LOSS)	$	(1,285,247)	$	(499,527)	$	(5,359,307)


NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(0.01)	$	(0.01)



WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED		134,284,043		82,162,652

					Period from
					February 1, 2001
					(Inception of
	Years Ended				Exploration Stage
	January 31,		January 31,		to January 31,
	2013		2012		2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(1,285,247)	$	(499,527)	$	(5,359,307)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Income from sale of mineral interests		-		-		(2,235,000)
Writedown of inventory to market value		-		-		125,000
Impairment of mineral interests		311,777		-		621,277
Relief of payables and other indebtedness		-		-		(66,935)
Depreciation		-		-		7,062
Common stock issued for services		100,000		95,280		419,814
Stock subscriptions related to services provided		-		-		82,750
Stock options issued for services		257,673		76,741		333,173
Stock based compensation		-		-		699,937
Stock option expense		-		-		76,741
Changes in assets and liabilities:
Inventory		-		-		50,000
Prepaid and other current assets		(4,831)		-		(76,523)
Accounts payable and accrued expenses		139,072		74,057		649,212
Asset retirement obligation		-		-		(52,000)
Accounts payable and accrued expenses - shareholders		-		-		530,856
Net cash (used in) operating activities		(481,556)		(253,449)		(4,193,943)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received in New Fork acquisition		297,564		-		297,564
Cash received in Tournigan acquisition		-		-		12,829
Proceeds from sale of mineral interests		-		-		2,235,000
Release of reclamation bonds		-		15,000		895,000
Net cash provided by investing activities		297,564		15,000		3,440,393

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of amounts due to Tournigan Energy, Inc.		-		-		(330,000)
Cash received from sale of common stock and subscriptions		50,000		-		856,486
Proceeds from the exercise of stock options		-		-		35,000
Proceeds from notes payable - shareholder		-		180,000		350,500
Proceeds from notes payable		335,000		-		335,000
Repayment of note payable - shareholder		(180,000)		-		(1,181,568)
Capital contribution by shareholder		-		-		689,068
Net cash provided by financing activities		205,000		180,000		754,486

INCREASE (DECREASE) IN CASH		21,008		(58,449)		936

Cash, beginning of period		315		58,764		20,387

Cash, end of period	$	21,323	$	315	$	21,323

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Reclassification of capital contributions to note payable	$	-	$	-	$	864,068
Conversion of notes payable and accrued interest to common stock	$	-	$	141,681	$	329,181
Conversion of amounts due to shareholders to common stock	$	-	$	-	$	374,089
Conversion of amounts due to shareholders upon exercise of stock warrants	$	-	$	231,498	$	347,498
Common shares issued for stock subscriptions	$	-	$	-	$	433,813
Conversion of amounts due to affiliate to stock subscription	$	-	$	-	$	131,282
Purchase of inventory via direct payment by shareholder	$	-	$	-	$	175,000
Contribution of accounts payable and accrued expenses - shareholder	$	-	$	-	$	50,000
Contribution of amounts due Tournigan Energy Ltd to capital	$	-	$	600,000	$	873,327
Common shares issued for New Fork acquisition	$	2,030,300	$	-	$	2,030,300

(An Exploration Stage Company)
CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY														CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY
									Accumulated		Accumulated
									(deficit)		(deficit)			Common Stock				Additional Paid-in Capital			Capital Stock Subscribed					Accumulated (deficit) Prior to Exploration Stage			Accumulated (deficit) During Exploration Stage
	Common Stock				Additional		Capital		Prior to		During				Par Value								Deferred Compensation
			Par		Paid-in		Stock		Exploration		Exploration			Shares			Additional Paid-in Capital			Capital Stock Subscribed			Deferred Compensation	Total				Accumulated (deficit) During Exploration Stage
	Shares		Value		Capital		Subscribed		Stage		Stage		Total		Par Value
Balance January 31, 2001	44,398,384	$	44,398	$	14,476,921	$	41,250		(15,353,115)	$	-	$	(790,546)	44,398,384	$	44,398			$			14,476,921	$	41,250	-	$	(15,353,115)				$	-

Contribution to capital	-		-		263,263		-		-		-		263,263	-		-			1,737,895			-		-			-			-			1,737,895
Issuance of subscribed shares	825,000		825		40,425		(41,250)		-		-		-
Issuance of stock for services at $.03 per share	1,000,000		1,000		24,000		-		-		-		25,000
Net (loss)	-		-		-		-		-		(634,552)		(634,552)

Balance January 31, 2002 (Restated)	46,223,384		46,223		14,804,609		-		(15,353,115)		(634,552)		(1,136,835)

Contribution to capital	-		-		271,305		-		-		-		271,305
Issuance of stock options for services	-		-		75,500		-		-		-		75,500	-		-			629,500			-		-			-			-			629,500
Issuance of stock for services at $0.10 per share	250,000		250		24,750		-		-		-		25,000
Stock subscriptions for cash at $0.03 per share	-		-		-		30,000		-		-		30,000
Stock subscriptions for services at $0.04 per share	-		-		-		12,750		-		-		12,750
Net (loss)	-		-		-		-		-		(586,422)		(586,422)

Balance January 31, 2003 (Restated)	46,473,384		46,473		15,176,164		42,750		(15,353,115)		(1,220,974)		(1,308,702)

Contribution to capital	-		-		129,500		-		-		-		129,500
Issuance of subscribed shares	1,000,000		1,000		29,000		(30,000)						-
Discount on stock issued to affiliates	-		-		57,000		-		-		-		57,000
Stock subscriptions for cash at $0.02 to $0.14 per share	-		-		-		166,282		-		-		166,282
Issuance of stock for cash at $0.04 per share	3,169,000		3,169		114,035		-		-		-		117,204
Net (loss)	-		-		-		-		-		(561,865)		(561,865)

Balance January 31, 2004 (Restated)	50,642,384		50,642		15,505,699		179,032		(15,353,115)		(1,782,839)		(1,400,581)

Issuance of stock for options														500,000		500			4,500			(5,000)		-			-			-			-
Exercise of stock options														300,000		300			29,700			-		-			-			-			30,000
Stock compensation expense														-		-			222,678			-		-			-			-			222,678
Reclassification of capital to shareholder loan														-		-			(864,068)			-		-			-			-			(864,068)
Reclassification of subscription	-		-		(12,560)		12,560		-		-		-	-		-			(12,560)			12,560		-			-			-			-
Issuance of subscribed shares	1,906,727		1,407		156,435		(157,842)		-		-		-	7,124,035		6,624			463,439			(470,063)		-			-			-			-
Issuance of stock for options	500,000		500		4,500		(5,000)		-		-		-
Contribution to capital	-		-		25,000		-		-		-		25,000
Issuance of stock and subscription for services at $0.08 per share	20,000		20		1,580		70,000		-		-		71,600
Issuance of stock for cash at $0.07 per share	400,000		900		27,411		-		-		-		28,311
Stock subscriptions for cash at $0.05 to $0.10 per share	-		-		-		154,971		-		-		154,971
Net (loss)	-		-		-		-		-		(474,858)		(474,858)

Balance January 31, 2005 (Restated)	53,469,111		53,469		15,708,065		253,721		(15,353,115)		(2,257,697)		(1,595,557)

Reclassification of capital to shareholder loan	-		-		(864,068)		-		-		-		(864,068)
Contribution to capital	-		-		50,500		-		-		-		50,500
Issuance of subscribed shares	3,392,308		3,392		237,579		(240,971)		-		-		-
Issuance of stock for services at $0.05 per share	505,400		505		24,765		-		-		-		25,270
Issuance of stock for cash at $0.04 per share	5,800,000		5,800		244,200		-		-		-		250,000
Issuance of stock in settlement of debt at $0.05 per share	6,000,000		6,000		294,000		-		-		-		300,000
Net (loss)	-		-		-		-		-		(225,025)		(225,025)

Balance January 31, 2006 (Restated)	69,166,819		69,166		15,695,041		12,750		(15,353,115)		(2,482,722)		(2,058,880)

Contribution to capital	-		-		75,000		-		-		-		75,000
Issuance of stock in settlement of shareholder payable at $0.10 per share	400,000		400		39,600		-		-		-		40,000
Issuance of stock for services at $0.07 per share	550,000		550		37,950		-		-		-		38,500
Issuance of stock options for services	-		-		106,000		-		-		-		106,000
Exercise of stock warrants at $0.04 per share	400,000		400		15,600		-		-		-		16,000
Net income	-		-		-		-		-		233,471		233,471

Balance January 31, 2007 (Restated)	70,516,819		70,516		15,969,191		12,750		(15,353,115)		(2,249,251)		(1,549,909)

Issuance of stock in settlement of shareholder payable at $0.05 per share	250,000		250		12,250		-		-		-		12,500
Issuance of stock in settlement of notes payable at $0.05 per share	750,000		750		36,750		-		-		-		37,500
Issuance of stock for services at $0.07 per share	350,000		350		24,150		-		-		-		24,500
Issuance of stock options for services	-		-		448,000		-		-		-		448,000
Exercise of stock warrants at $0.10 per share	1,000,000		1,000		99,000		-		-		-		100,000
Net income	-		-		-		-		-		369,837		369,837

Balance January 31, 2008 (Restated)	72,866,819		72,866		16,589,341		12,750		(15,353,115)		(1,879,414)		(557,572)

Contribution to capital	-		-		50,000		-		-		-		50,000
Net (loss)	-		-		-		-		-		(315,579)		(315,579)

Balance January 31, 2009	72,866,819		72,866		16,639,341		12,750		(15,353,115)		(2,194,993)		(823,151)

Stock subscriptions for cash														-		-			-			351,253		-			-			-			351,253
Stock subscriptions for services														-		-			-			12,750		-			-			-			12,750
Write off of stock subscription - no longer applicable														-		-			-			(12,750)		-			-			12,750			-
Issuance of stock and subscription for services														20,000		20			1,580			70,000		-			-			-			71,600
Issuance of stock for cash														13,135,667		13,636			607,879			-		-			-			-			621,515
Issuance of stock for services	445,000		445		17,025		-		-		-		17,470	3,900,400		3,900			183,840			-		-			-			-			187,740
Contribution to capital	-		-		225,327		-		-		-		225,327
Stock compensation expense	-		-		138,799		-		-		-		138,799
Net (loss)	-		-		-		-		-		(863,519)		(863,519)

Balance January 31, 2010	73,311,819		73,311		17,020,492		12,750		(15,353,115)		(3,058,512)		(1,305,074)

Issuance of stock for cash at $0.06 per share	3,766,667		3,767		222,233		-		-		-		226,000
Issuance of stock in settlement of debt	2,859,820		2,859		168,730		-		-		-		171,589	12,769,639		12,769			858,799			-		-			-			-			871,568
Issuance of stock for cash at $0.06 per share	-		-		-		-		-		-		-
Stock compensation expense - 600,000 7/29/10 - Solano	-		-		7,138		-		-		-		7,138
Contribution to capital	-		-		48,000		-		-		-		48,000
Net (loss)	-		-		-		-		-		(528,771)		(528,771)

Balance January 31, 2011	79,938,306		79,937		17,466,593		12,750		(15,353,115)		(3,587,283)		(1,381,118)

Issuance of stock in settlement of debt	3,159,819		3,160		359,319		-		-		-		362,479
Issuance of stock for services	800,000		800		31,200		-		-		-		32,000
Exercise of stock warrants at $0.12 per share	2,864,000		2,864		41,116		-		-		-		43,980
Exercise of stock options at $0.10 per share	300,000		300		29,700		-		-		-		30,000
Stock compensation expense	-		-		76,741		-		-		-		76,741
Contribution to capital	-		-		600,000		-		-		-		600,000
Preacquisition costs	-		-				-		-		-		-
Write off of stock subscription - no longer applicable	-		-		-		(12,750)		-		12,750		-
Issuance of stock in settlement of shareholder payable														650,000		650			51,850			-		-			-			-			52,500
Exercise of stock warrants														4,264,000		4,264			155,716			-		-			-			-			159,980
Discount on stock issued to affiliates														-		-			57,000			-		-			-			-			57,000
Net (loss)	-		-		-		-		-		(499,527)		(499,527)	-		-			-			-		-			-			(4,086,810)			(4,086,810)

Balance January 31, 2012	87,062,125		87,061		18,604,669		-		(15,353,115)		(4,074,060)		(735,445)	87,062,125		87,061			18,604,669			-		-			(15,353,115)			(4,074,060)			(735,445)

Issuance of stock in New Fork acquisition	50,000,000		50,000		1,980,300		-		-		-		2,030,300	50,000,000		50,000			1,980,300			-		-			-			-			2,030,300
Issuance of stock for cash at $0.05 per share for services	2,000,000		2,000		98,000		-		-		-		100,000
Issuance of stock for cash for services														2,000,000		2,000			98,000			-		-			-			-			100,000
Stock compensation expense	-		-		99,924		-		-		-		99,924	-		-			99,924			-		-			-			-			99,924
Issuance of stock for cash at $0.025 per share	2,000,000		2,000		48,000		-		-		-		50,000
Issuance of stock for cash														2,000,000		2,000			48,000			-		-			-			-			50,000
Issuance of stock warrants for debt	-		-		157,749		-		-		-		157,749	-		-			157,749			-		-			-			-			157,749
Net (loss)											(1,285,247)		(1,285,247)																	(1,285,247)			(1,285,247)

Balance January 31, 2013	141,062,125	$	141,061	$	20,988,642	$	-	$	(15,353,115)	$	(5,359,307)	$	417,281	141,062,125		141,061			20,988,642			-		-			(15,353,115)			(5,359,307)			417,281

Issuance of stock for services														500,000		500			9,500			-		-			-			-			10,000
Issuance of stock for cash at $0.02 per share														8,000,000		8,000			152,000			-		-			-			-			160,000
Stock compensation expense														-		-			51,767			-		-			-			-			51,767
Issuance of stock warrants for debt														-		-			66,573			-		-			-			-			66,573
Net (loss)														-		-			-			-		-			-			(726,411)			(726,411)

Balance January 31, 2014														149,562,125	$	149,561		$	21,268,482		$	-	$	-		$	(15,353,115)		$	(6,085,718)		$	(20,790)


~~Fair value of net tangible assets acquired:~~
	~~Cash~~	~~$ 12,829~~
	~~Accrued interests receivable~~	~~3,202~~
	~~Restricted deposits~~	~~930,000~~
	~~Accounts payable~~	~~(204)~~
	~~Asset retirement obligation~~	~~(52,000)~~
	~~Acquired net assets (100%)~~	~~893,827~~

~~Purchase Price:~~
	~~Promissory note payable~~	~~$ 325,327~~
	~~Due to Tournigan Energy, net~~	~~878,000~~

	~~Total~~	~~$ 1,203,327~~

	~~Mineral rights~~	~~$ 309,500~~


~~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~~



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



Options	Number of Shares	Weighted Average Exercise Price

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


Range of Prices	Weighted Average Number Outstanding	Contractual Life	Weighted Average Exercise Price	Weighted Average Number Exercisable	Weighted Average Exercise Price

$0.05	2,000,000	3.30 yrs	$0.05	2,000,000	$0.05
$0.06	5,650,000	2.93 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	1.97 yrs	$0.08	500,000	$0.08
$0.30	100,000	1.97 yrs	$0.30	100,000	$0.30
$0.60	2,000,000	2.84 yrs	$0.60	2,000,000	$0.60
	10,250,000

Warrants	Number of Shares	Weighted Average Exercise Price	Number of Shares	Weighted Average Exercise Price

Outstanding at January 31, 2011	6,626,486	$0.12
Issued	-
Exercised	-
Expired/Cancelled	(2,859,920)	$0.12
Outstanding at January 31, 2012	3,766,666	$0.12	3,766,666	$0.12
Issued	8,814,000	$0.02	8,814,000	$0.02
Exercised	-		-	-
Expired/Cancelled	(3,766,666)	$0.12	(3,766,666)	$0.12
Outstanding at January 31, 2013	8,814,000	$0.02	8,814,000	$0.02
Exercisable at January 31, 2013	8,814,000	$0.12
Issued			9,250,000	$0.09
Exercised			-	-
Expired/Cancelled			-	-
Outstanding at January 31, 2014			18,064,000	$0.08
Exercisable at January 31, 2014			18,064,000	$0.08


Exercise Price	Number of Shares	Remaining Contractual Life	Exercise Price Times Number of Shares	Weighted Average Exercise Price

$0.05	1,000,000	2.38 yrs	$50,000	$0.05
$0.02	6,814,000	4.58 yrs	$136,280	$0.02
$0.02	1,000,000	2.93 yrs	$20,000	$0.02
	8,814,000

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.

				Stock	Option	All Other
		Salary	Bonus	Awards	Awards	Compensation	Total
Name and Principal Position	Year	($)	($)	($)	($)	($)	($)	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation ($)	Total ($)

James G. Baughman	2013	$37,500	-	-	$19,985	-	$57,485	2014	$36,000	-	-	-	-	-
President and Chief								2013	$37,500	-	-	$19,985	-	$57,485
Executive Officer (1)

Peter Bojtos	2013		-	-	$19,985	-	$19,985	2014	-	-	-		-	-
President and Chief	2012	$71,253	-	-	$19,185	-	$90,438	2013		-	-	$19,985	-	$19,985
Executive Officer (2)	2011	$95,004	-	-	-	-	$95,004


Name	Number of Shares Underlying Options (#) Exercisable	Option Exercise Price ($)	Option Expiration Date

James G. Baughman	500,000	$0.06	3/19/2017

Peter Bojtos	500,000	$0.06	1/21/2015
	500,000	$0.08	1/21/2015
	500,000	$0.05	5/20/2016
	500,000	$0.06	3/19/2017


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


Title of Class	Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percent of Class


Common Stock	Peter Bojtos 2582 Taft Court Lakewood, CO 80215		13,110,567 shares Owned directly and indirectly (2)	~~9.2%~~	8.7% (3)

Common Stock	James M. Seed 42 Ladd Street East Greenwich, RI 02818	~~24,316,600~~	24,016,600 shares Owned directly and indirectly (4)	~~16.8%~~	15.7% (5)
Common Stock	James G. Baughman 2090 S Joliet Street Aurora, CO 80014		11,026,316 shares Owned directly and indirectly (6)	~~7.8%~~	7.3% (7)

Common Stock	Gregory Schifrin 1256 W Elmira Rd. Sandpoint, ID 83864		11,026,316 shares Owned directly and indirectly (8)	~~7.8%~~	7.3% (9)

Common Stock	Andrew Vander Ploeg 19 Foxtail Circle Englewood, CO 80113	~~11,695,907shares~~	12,695,907shares Owned directly (10)	~~8.3%~~	8.4% (11)

Common Stock	Capital Peak Partners 602 Cedar Street Wallace, ID 83873		8,771,930 shares Owned directly (12)		6.2% (11)


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class

Common Stock	James G. Baughman 2090 S Joliet St. Aurora, CO 80014	11,026,316 shares Owned directly and indirectly (1)	7.3% (2)

Common Stock	James M. Seed 42 Ladd Street East Greenwich, RI 02818	24,016,600 shares Owned directly and indirectly (3)	15.7% (4)

Common Stock	Gregory Schifrin 1256 W Elmira Rd. Sandpoint, ID 83864	11,026,316 shares Owned directly and indirectly(5)	7.3%(6)

Common Stock	William Rapaglia 1821 Hillandale Road Durham, NC 27705	2,255,400 shares Owned directly(7)	1.5%(8)

Common Stock	All Officers and Directors of the Company as a Group (4 persons)	48,924,632	31.1%(9)


Exhibit No.	Description of Exhibits
3.1	Articles of the Company, as amended. Filed ~~herewith.~~as Exhibit to Form 10-K filed May 16, 2013.

3.2	By-laws of the Company, as amended. Filed ~~herewith.~~as Exhibit to Form 10-K filed May 16, 2013.

10.1	Letter Agreement, dated December 5, 2005, between Nexvu Capital Corp., Fischer-Watt Gold Company, Inc., and Minera Montoro, S.A. de C.V., filed as Exhibit 10.1 to Form 8-K filed December 7, 2005 and incorporated herein by reference.

~~10.2~~	Letter Agreement, dated June 27, 2006, between Rogue River Resources Corp. and Fischer-Watt Gold Company, Inc., filed as Exhibit 10.1 to Form 8-K filed June 7, 2006 and incorporated herein by reference.

~~10.3~~	Stock Purchase Agreement, dated January 25, 2007, among Fischer-Watt Gold Company, Inc., as Seller, and Rogue River Resources Corp., as purchaser, and Minera Montoro, S.A. De C.V., filed as Exhibit 10.1 to Form 8-K filed February 16, 2007.

~~10.4~~	~~Agreement, dated October 1, 2008, between Fischer-Watt Gold Company, Inc. and Tournigan Energy Ltd., filed as Exhibit 10.1 to Form 8-K filed October 6, 2008.~~

~~10.5~~	~~Promissory Note, dated February 27, 2009, payable by Fischer-Watt Gold Company, Inc. to Tournigan Energy Ltd., filed as Exhibit 10.1 to Form 8-K filed March 23, 2009.~~

~~10.6~~	~~Agreement dated August 21, 2009, between Fischer-Watt Gold Company, Inc., and Tournigan Energy, Ltd., filed as Exhibit 10.1 to Form 8-K filed January 5, 2010.~~

~~10.7~~	~~Agreement dated December 14, 2009, between Fischer-Watt Gold Company, Inc., and Tournigan Energy, Ltd., filed as Exhibit 10.1 to Form 8-K filed January 5, 2010.~~

~~10.8~~	~~Amending Agreement, dated July 13, 2011, between Fischer-Watt Gold Company, Inc. and Tournigan Energy Ltd. fled as Exhibit 10.1 to Form~~ ~~8-K filed July 15, 2011.~~

~~10.9~~	~~Agreement dated December 23, 2010, between Fischer-Watt Gold Company, Inc., and Tournigan Energy, Ltd.~~

~~10.10~~	Stock Purchase Agreement by Fischer-Watt Gold Company, Inc. and Shareholders of New Fork Uranium Corporation, dated March 14, 2012 filed as Exhibit 10.1 to Form 8-K filed March 20, 2012.

~~10.11~~10.2	Employment Agreement, dated March 19, 2012, between Fischer-Watt Gold Company, Inc. and James G. Baughman filed as Exhibit 10.2 to Form 8-K filed March 20, 2012.

~~10.12~~10.3	2012 Stock Option Plan. Filed ~~herewith.~~as Exhibit to Form 10-K filed May 16, 2013.

21	List of Subsidiaries. Filed ~~herewith.~~as Exhibit to Form 10-K filed May 16, 2013.

31	Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer and Acting Chief Financial Officer. Filed herewith.

32	Section 1350 Certification of Chief Executive Officer and Acting Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the SARBANES-OXLEY ACT of 2002. Filed herewith.


		CYCLONE URANIUM CORPORATION



Date:	May ~~15, 2013~~16, 2014	By:	/s/ James G. Baughman
			James G. Baughman
			President, CEO, and Acting Chief Financial ~~Offiecer~~Officer (Principal Executive Officer and Principal Financial Officer
			~~(Principal Executive Officer and Principal Financial Officer)~~