FORM 10-K

10-K 1 cycloneuranium10k_201420.htm FORM 10-K FORM 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

_________________

(Mark One)

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

For the fiscal year ended January 31, 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, 2013, based upon the closing price of the common stock as reported by OTCBB on such date was approximately $3,159,600. The total number of shares of Common Stock issued and outstanding as of May 6, 2014 was 149,562,125

TABLE OF CONTENTS


Item 1:	Business	5
Item 1A:	Risk Factors	5
Item 1B:	Unresolved Staff Comments	13
Item 2:	Properties	13
Item 3:	Legal Proceedings	21
Item 4:	Mine Safety Disclosures	21

PART II
Item 5:	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6:	Selected Financial Data	23
Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A:	Quantitative and Qualitative Disclosures About Market Risk	29
Item 8:	Financial Statements and Supplementary Data	31
Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	47
Item 9A:	Controls and Procedures	47
Item 9B:	Other Information	48

PART III
Item 10:	Directors, Executive Officers and Corporate Governance	50
Item 11:	Executive Compensation	53
Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	56
Item 13:	Certain Relationships and Related Transactions, and Director Independence	59
Item 14:	Principal Accounting Fees and Services	60

PART IV
Item 15:	Exhibits, Financial Statement Schedules	61
Signatures		62

EXCHANGE RATES

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

CONVERSION TABLE

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


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

FORWARD LOOKING STATEMENTS

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

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

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 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 19,300 acres of claims in Wyoming (965 federal claims and seven state 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 15 miles of land hosting sinuous roll-front. The acquisition of New Fork Uranium Corp. added ten claim blocks containing 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 519 federal mining claims covering approximately 10,000 acres 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 are the most complete and show numerous uranium ore holes drilled on New Fork claims. Management believes these claims reflect uranium mineralization 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.

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 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 years ended January 31, 2014 and 2013 we suffered net losses of $726,411 and $1,285,247 respectively. At January 31, 2014 there was a working capital deficit of $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 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. 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 will need to explore raising additional capital during fiscal 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, 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 $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 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 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 of Cyclone Uranium are comprised of 965 federal lode claims covering 19,300 acres in Wyoming, and 31 federal lode claims covering 620 acres in Arizona, along with 7 State leases covering 3,600 acres in Wyoming. All the claims and leases are 100% controlled by Cyclone Uranium through two subsidiaries – Tournigan USA (“TUSA”) and 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.

Wyoming

The Wyoming properties consist of 965 Federal claims covering 19,300 acres and 7 State leases covering 3,600 acres distributed in 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 areas are Cyclone Rim in Sweetwater County; South Pass in Sublette and Fremont Counties; Great Divide Basin in 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 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 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 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 the claim blocks of 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 lithology ranges from coarse sands and gravels to yellow and green silty sands and green sandy clay.Thin interbeds of green clay are common. The host unit is underlain by a thick bed of hard, chocolate brown clay shale.The mineralization tends to favor clayey sands.

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

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

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

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%

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 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.

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

Cyclone Uranium holds 16 mining claims (320 acres) and one lease covering 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.

Arizona

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

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

TUSA has carried out extensive field work on about 80 of these depression areas in the form of geological mapping along with soil and rock geochemical sampling since geochemical surveys have been shown in the past to be effective in identifying associated uranium mineralization. Based on this work TUSA selected about 20 areas as high priority targets. Several of these targets were followed up with geophysical surveys in order to map out the vertical shape of the breccia pipes. Audio-frequency 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.

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.

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 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, 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, 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, and it does not expect to pay any dividends for the forseeable future

Shareholders

As of May 6, 2014 there were 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, 2014 awards 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, 2014:

Equity Compensation Plan Information
			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)


Plan Category and Description
Plan Category and Description

Equity Compensation Plans
Approved by Security Holders	4,500,000	$0.02	10,500,000

Equity Compensation Plans Not	10,250,000	$0.17	-
Approved by Security Holders

Total	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, achieving exploration milestones, global demand for 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.

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

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

Corporate Strategy

Management believes that given the global supply and demand outlook for uranium over the next several years that demand could likely exceed supply which in turn could cause uranium prices to increase substantially from their current levels as well as prompt the large uranium producers to acquire uranium properties that could one day go into production. The Company has strategically amassed a portfolio of mining claims that are largely focused on a historically productive uranium mining region in Wyoming and can maintain control of these claims going forward for an annual cost of approximately $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, 2014 and January 31, 2013.

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

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

General and administrative expenses for the year ended January 31, 2014 amounted to $309,364 compared to $542,979 for the year ended January 31, 2013. General and administrative expenses decreased approximately 44% primarily due to decreased professional services incurred during the year. 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 on the Company’s properties. General and administrative costs are closely monitored and the Company continues to use contract personnel whenever 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, 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, 2014 were $238,322 compared to $213,928 for the year ended January 31, 2013. This increase was attributable to the interest expense associated with our increased debt levels in the last year. Total interest expense was $253,612 and $213,932 for the years ended January 31, 2014 and 2013 respectively.

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

Liquidity and Financial Condition

The Company had unrestricted cash on hand at January 31, 2014, of $2,582 compared to $21,323 on January 31, 2013. The Company also holds restricted cash of $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 of which $984,277 and $779,459, respectively, were owed to affiliates. Current assets amount to $119,373 resulting in a working capital deficit of $1,420,790 at January 31, 2014.

Cash used in operating activities for the year ended January 31, 2014 was $338,741 compared to $481,556 for the year ended January 31, 2013. This decrease was largely attributable to management’s controlling and 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.

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

Cash provided by financing activities for the year ended January 31, 2014 was $320,000 compared to $205,000 for the year ended January 31, 2013. The increase was primarily due to a $180,000 repayment of a portion of a shareholder note 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 continue to be commensurate with the current levels of cash used in operating 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.

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

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 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 are set forth in Note 1 to the Financial Statements.

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 sheet of Cyclone Uranium Corp. (an exploration stage company), as of January 31, 2013, and the related consolidated statements of operations, changes in shareholders’ (deficit) and cash flows for the 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, 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

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
	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

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

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
	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

Cyclone Uranium Corporation

(An Exploration Stage Company)

Consolidated Statement of Stockholders' Equity (Deficit)

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

(An Exploration Stage Company)
CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY

	Common Stock			Additional Paid-in Capital		Capital Stock Subscribed				Accumulated (deficit) Prior to Exploration Stage		Accumulated (deficit) During Exploration Stage
		Par Value							Deferred Compensation
	Shares	Par Value							Deferred Compensation					Total

Balance January 31, 2001	44,398,384	$	44,398	$	14,476,921	$	41,250		-	$	(15,353,115)	$	-	$	(790,546)

Contribution to capital	-		-		1,737,895		-		-		-		-		1,737,895
Issuance of stock options for services	-		-		629,500		-		-		-		-		629,500
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		-		-		-		-
Issuance of subscribed shares	7,124,035		6,624		463,439		(470,063)		-		-		-		-
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	3,900,400		3,900		183,840		-		-		-		-		187,740
Issuance of stock in settlement of debt	12,769,639		12,769		858,799		-		-		-		-		871,568
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)	-		-		-		-		-		-		(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)

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

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

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

CYCLONE URANIUM CORPORATION

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2014 AND 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

Exploration Expense

Exploration expense includes geological and geophysical work performed on areas that do not yet have identified resources. These costs are expensed as incurred.

Equity-Based Compensation

Warrants

The 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 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.

Income Taxes

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

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

Estimates

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

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2014 and 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.

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 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, common stock equivalents are not considered in the computation.

Recent Accounting Pronouncements

The Company has considered recently issued accounting pronouncements and does not believe that such pronouncements are of significance, or potential significance, to the Company.

Note 2. Financial Condition, Liquidity, and Going Concern

At January 31, 2014, the Company has an accumulated deficit of $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.

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

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

Note 3 - 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 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 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 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

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, 2014 with no additional impairment.

Note 4. Notes Payable

Shareholders

In 2005, a shareholder advanced $30,000 to the Company for working capital purposes and to assist in identification of new mining properties. This loan is due on demand and bore interest at 5% per annum through January 31, 2009, at which time the interest rate increased to 10% per annum. During the years ended January 31, 2010 and 2009, the shareholder advanced an additional $50,000 and $80,000, respectively, under substantially identical terms. On August 31, 2011, the shareholder advanced a further $150,000 and added an additional $30,000 on October 27, 2011, for a loan total of $340,000 at January 31, 2012. The additional loans were drafted under identical terms of previous loans advanced to the Company. Payments of $180,000 were made on these loans during the year ended January 31, 2013. Principal and interest due for the years ended January 31, 2014 and January 31, 2013 respectively were $266,273 and $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 terms of the note include an interest rate of 15% that is accrued and due upon maturity.The note and accrued interest was due and payable July 7, 2013. As of January 31, 2014, the Company had recorded $5,610 in accrued interest. In connection with the note payable, the Company issued a warrant to purchase 1,000,000 shares of common stock, exercisable on or before January 7, 2016 at $0.02 per share. The fair value of the warrant at the date of grant was $25,417 using a Black Scholes option pricing model using inputs described in Note 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.

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.

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%. Principal and interest due for the years ended January 31, 2014 and January 31, 2013 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.

Note 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 operations.

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

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

Note 6. Stockholders' Equity

During the period from January 31, 2001 (Inception of the Exploration Stage) through January 31, 2012, the Company completed the following equity transactions. The Company issued 800,000 shares of common stock upon the exercise of stock options for $30,000. Through a series of stock subscriptions, the Company issued 20,259,702 shares of common stock and ultimately received $972,768 in cash. The Company issued 3,900,420 shares of common stock for services valued at $187,740. The Company issued 12,769,639 shares of 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. The Company recorded $222,568 in stock based compensation. In addition, the Company had capital contributions of $1,737,895, a discount on stock to an affiliate of $57,000, issued stock options for services of $629,500 and stock and subscriptions for services of $71,600 during this period.

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 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.

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

$0.02	4,500,000	4.15 yrs	$0.02	2,250,000	$0.02
$0.05	2,000,000	2.30 yrs	$0.05	2,000,000	$0.05
$0.06	5,650,000	1.93 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	1.22 yrs	$0.08	500,000	$0.08
$0.30	100,000	0.97 yrs	$0.30	100,000	$0.30
$0.60	2,000,000	1.84 yrs	$0.60	2,000,000	$0.60
	14,750,000

On June 19, 2012 the Company issued 2,000,000 shares of common stock and a warrant to purchase 1,000,000 shares of common stock at $0.05 per share within a three year period.

On August 31, 2012, in connection with a note payable, the Company entered into a Warrant Purchase Agreement with an unaffiliated accredited investor. As part of the terms of the note, the Company issued a five year warrant to the lender to purchase 6,814,000 shares of Company common stock, exercisable at $0.02 per share. The fair value of these warrants at the date of grant was $132,332 using a Black Scholes option pricing model and the following assumptions: expected life of warrants is five years, expected volatility rate of 194.81%, risk free rate of 0.59%, and an exercise price of $0.02. The $132,332 was fully expensed on the date of issuance.

On January 7, 2013, in connection with a note payable, the Company entered into a Warrant for Purchase of Common Stock agreement with a related party investor.As stated in the agreement, the Company granted 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

Outstanding at January 31, 2012	3,766,666	$0.12
Issued	8,814,000	$0.02
Exercised	-	-
Expired/Cancelled	(3,766,666)	$0.12
Outstanding at January 31, 2013	8,814,000	$0.02
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

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

$0.02	12,814,000	3.32 yrs	$256,280	$0.02
$0.05	1,000,000	1.64 yrs	$50,000	$0.05
$0.25	4,250,000	2.58 yrs	$1,000,000	$0.25
	18,064,000

Fair Value Considerations:

GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels:

Level 1 valuations:		Quoted prices in active markets for identical assets and liabilities.
Level 2 valuations:		Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable.
Level 3 valuations:		Significant inputs to valuation model are unobservable.

We classify assets and liabilities measured at fair value in their entirety based on the lowest level of input that is significant to their fair value measurement.We measure all our stock options issued to contractors that are required to be measured at fair value on a recurring basis using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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.

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,	2014		2013

Domestic	$	(726,411)	$	(1,260,715)
Net (loss) before taxes	$	(726,411)	$	(1,260,715)

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


January 31,	2014	2013

Federal statutory rate	(34.0)%	(34.0)%
Deferred tax asset valuation allowance	34.0	34.0
	0.0%	0.0%

The Company has federal tax loss carry forwards of approximately $5.27 million at January 31, 2014, which expire through 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 $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 valuation allowance decreased a net of approximately $152,000 which was comprised of a current year net operating loss increase of approximately 206,000 and a decrease of approximately $358,000 for 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.

Note 9. Related Party Transactions

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

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

Note 10. Subsequent Events

On May 8, 2014 the Company, received $100,000 from an accredited investor for 10,000,000 shares of common stock at $0.01 per share, which have yet to be issued. Each share will also include one warrant exercisable at $0.05 per share with a term of five years from issuance. Based on the terms and conditions of the warrants, we have concluded that all of the warrants issued meet the criteria for equity classification.

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

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, 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.

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 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 on an ongoing basis and are committed to taking further action and implementing additional enhancements or 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 due to the permanent exemption from such requirement for smaller reporting companies.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

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 & 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 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 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.

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, 2014, and subsequently, we believe that during the Company’s fiscal year ended January 31, 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, James G. Baughman.The term is indefinite and provides for an annual salary of $36,000. Upon termination without cause, Mr. Baughman is entitled to two times the annual salary, two times the targeted annual bonus and accrued but unused vacation time.

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

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:

	Base salary;

	Stock option awards and/or equity based compensation;

	Discretionary cash bonuses; and

	Other employment benefits.

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

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

	James G. Baughman was paid a base salary of $36,000 and $37,500 during the fiscal years ended January 31, 2014 and January 31, 2013 respectively.

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

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

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

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

During fiscal 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/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, 2014 and 2013 that was paid by the Company.

SUMMARY COMPENSATION TABLE


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

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

Peter Bojtos	2014	-	-	-		-	-
President and Chief	2013		-	-	$19,985	-	$19,985
Executive Officer (2)

(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, 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

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


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

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 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)	8.7% (3)

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

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

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

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

(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 151,562,125 shares of the Company's common stock issued and outstanding which includes: (i) 149,562,125 shares of common stock issued and outstanding as of May 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, 1,500,000 shares underlying outstanding stock options which are immediately exercisable, 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 153,062,125 shares of the Company’s common stock issued and outstanding which includes: (i) 149,562,125 shares of common stock issued and outstanding as of May 6, 2014; (ii) 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 150,062,125 shares of the Company's common stock issued and outstanding which includes: (i) 149,562,125 shares of common stock issued and outstanding as of May 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 150,062,125 shares of the Company's common stock issued and outstanding which includes: (i) 149,562,125 shares of common stock issued and outstanding as of May 6, 2014; and (ii) 500,000 stock options issued which are immediately exercisable for shares of Common Stock

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

(11) Percentage calculated on the basis of 150,562,125 shares of the Company's common stock issued and 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,

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 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)

(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.

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

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

(9) Percentage calculated on the basis of 155,562,125 shares of the Company’s common stock issued and outstanding which includes: (i) 149,562,125 shares of common stock issued and outstanding as of May 6, 2014; and (ii) 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.

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

Independence of the Board of Directors

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

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, 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 in fiscal years ended January 31, 2014 and 2013.

Audit Fees

The aggregate fees billed by 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 $34,800 respectively, net of expenses.

Audit-Related Fees

There were no other fees billed 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 $4,400 and $4,000, respectively.

All Other Fees

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

Audit Committee’s Pre-Approval Practice

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

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

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

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

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

PART IV

Item 15. Exhibits, Financial Statement Schedules.


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

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

10.1	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.

10.2	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.

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

21	List of Subsidiaries. Filed 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.

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 16, 2014	By:	/s/ James G. Baughman
			James G. Baughman
			President, CEO, and Acting Chief 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 16, 2014	By:	/s/ James G. Baughman
			James G. Baughman
			Director, Chairman




Date:	May 16, 2014	By:	/s/ Gregory Schifrin
			Gregory Schifrin
			Director,


Date:	May 16, 2014	By:	/s/ James M. Seed
			James M. Seed
			Director


Date:	May 16, 2014	By:	/s/ William Rapaglia
			William Rapaglia
			Director