8-K 1 form8kapptcreamer1-17.txt 8-K APPOINT CREAMER, BAUGHMAN RESIG UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 28, 2016 CYCLONE URANIUM CORPORATION --------------------------- (Exact name of Registrant as specified in its charter) Nevada 0-17386 88-0227654 --------------------------- ------------------ ------------------- (State or other jurisdiction (Commission File No.) IRS Employer of incorporation) Identification No.) 1622 Monroe St. Denver, CO 80206 --------------------------------- (Address of principal executive offices, including Zip Code) Registrant's telephone number, including area code: (303) 800-0678 -------------- ____________________________ (Former name or former address if changed since last report) Check appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below) [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02 Departure of Directors or Certain Officers; Eection of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Between December 28 and December 30, 2016, James M. Seed, Gregory Schifrin and William Rapaglia resigned as directors of the Company. On January 12, 2017, James W. Creamer, III was appointed a director of the Company. Following Mr. Creamer's appointment, James G. Baughman resigned as an officer and director of the Company. Following Mr. Bauchman's resignation, Mr. Creamer, on January 12, 2017, became the Company's Chief Executive, Financial and Accounting Officer. Mr. Creamer (age 52) has served in leadership roles for several publicly traded companies since 2005 following a fifteen year Investment Banking career. From 2014 to 2016 Mr. Creamer served as Chief Financial Officer of WestMountain Gold, Inc. and served as a Director for the Company during 2016. Since 2011, Mr. Creamer has been the Principle of Corporate Solution Advisors, LLC which offers contract CFO services to small, growth oriented companies. From 2010 to 2011, Mr. Creamer served as Chief Financial Officer of NexCore Healthcare Capital Corp., following its acquisition of CapTerra Financial Group, Inc. In 2005, Mr. Creamer was hired by CapTerra Financial Group, Inc. as its Chief Financial Officer and served in that capacity until 2009 when he was named CapTerra's President and Chief Executive Officer and served in that position until CapTerra's acquisition by NexCore in 2010. Between 1990 and 2005, Mr. Creamer held positions as Vice President of Commercial Banking at Vectra Bank Colorado, Vice President of Investment Banking at J.P. Turner & Company, Director of Equity Research at Global Capital Securities and Vice President of Institutional Fixed Income Sales at Hanifen Imhoff, Inc. Mr. Creamer received a Bachelor of Science degree in Finance from Arizona State University and holds the Chartered Financial Analyst (CFA) designation. SIGNATURE Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 18, 2017 CYCLONE URANIUM CORPORATION By: /s/ James W. Creamer III ----------------------------------- James W. Creamer, III Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 30, 2013

CYCLONE URANIUM CORPORATION

(Exact Name of Registrant as Specified in Charter)

Nevada (State or other jurisdiction of incorporation) 0-17386 (Commission File Number) 88-0227654 (IRS Employer Identification #)

2186 S. Holly St., Suite 104 Denver, CO 80222 (Address of Principal Executive Office)

(303) 232-0292

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Insert former address of FWG

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement

On August 30, 2013 the Company entered into a financing arrangement with Perry L. Miller (the “Lender”), the proceeds of which were used to pay maintenance fees to the Bureau of Land Management. The financing arrangement included the execution of the following documents: Promissory Note Subscription Agreement (the “Subscription”), a Promissory Note (the “Note”), a Warrant to Purchase Stock (the “Warrant”), and a Pledge Agreement from the Company’s President and Chief Executive Officer, James Baughman (the “Pledge”).

In exchange for execution and delivery of the Note, Warrant and Pledge, the Lender loaned the Company $150,000. The Note accumulates interest at a rate of 30% per annum and is payable on or before December 30, 2013. In addition, the Note is secured under the Pledge by certain shares of common stock owned by James Baughman. In addition, the Company issued a three year Warrant to Lender to purchase shares of Company common stock.

Item 3.02 Unregistered Sales of Equity Security

The Company issued the Note to the Lender. As additional consideration for the Note, the Company issued the Warrant to Lender to purchase 5,000,000 shares of the Company’s common stock, exercisable at $0.02 per share for a period of three years. The Note and Warrant were issued to the Lender in reliance on the exemption from registration contained in Rule 506 of Regulation D under the Securities Act of 1933. No commissions or other remuneration were paid on the transaction.

SIGNATURE

Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CYCLONE URANIUM CORPORATION By: /s/ James G. Baughman James G. Baughman President and Chief Executive Officer

Dated: September 6, 2013

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