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

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~April 3130, ~~2012~~2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT

Commission file number: 0-17386

CYCLONE URANIUM CORPORATION

(Exact name of the registrant as specified in its charter)

Nevada

88-0227654

(State or other jurisdiction of incorporation

or organization)

(IRS Employer Identification No.)

2186 S. Holly St., Suite 104

Denver, CO 80222

(Address of principal executive offices)

303-800-0678

Telephone number, including

Area code

FISCHER-WATT GOLD COMPANY, INC.

(Former name or former address if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting Company x

There were ~~141~~146,~~062~~812,125 shares of the issuer's common stock, par value $0.001, outstanding as of ~~December~~June 619, ~~2012~~2013.

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EXCHANGE RATES

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

CONVERSION TABLE

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


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

Forward Looking Statements

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

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

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

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CYCLONE URANIUM CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~OCTOBER~~APRIL 3130, ~~2012~~2013

CONTENTS

PART I – Financial Information
Item 1. Financial Statements	4
Condensed consolidated financial statements (unaudited):
Balance sheets	4
Statements of operations	5
Statements of cash flows	6
Notes to unaudited condensed consolidated financial statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1514
Item 3. Quantitative and Qualitative Disclosures About Market Risk	1917
Item 4. Controls and Procedures	1918
PART II – Other Information
Item 1. Legal Proceedings	2018
Item 1A. Risk Factors	2018
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2019
Item 3. Defaults Upon Senior Securities	2019
Item 4. Mine Safety Disclosure	2019
Item 5. Other Information	2019
Item 6. Exhibits	2120
Signature	22
Signatures	21

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 1. Financial Statements and Notes

Cyclone Uranium Corporation


Cyclone Uranium Corporation
(An Exploration Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS


	April 30, 2013 (unaudited)		January 31, 2013
			January 31, 2013

ASSETS

CURRENT ASSETS
Cash	$	6,502	$	21,323
Restricted deposits		35,000		35,000
Prepaid and other current assets		70,099		139,413
Total Current Assets		111,601		195,736

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


TOTAL ASSETS	$	1,511,601	$	1,595,736

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	140,111	$	98,996
Accounts payable and accrued expenses - related party		88,876		88,303
Notes payable shareholders		195,000		195,000
Note payable, in default		300,000		300,000
Accounts payable and accrued expenses - shareholders		512,199		496,156
Total Current Liabilities		1,236,186		1,178,455

STOCKHOLDERS' EQUITY

Common stock, $0.001 par value, 600,000,000 shares authorized 142,812,125 and 141,062,125 shares issued and outstanding, respectively		142,812		141,061
Additional paid-in capital		21,066,608		20,988,642
Common stock subscriptions		(25,000)		-
Accumulated (deficit) prior to exploration stage		(15,353,115)		(15,353,115)
Accumulated (deficit) during exploration stage		(5,555,890)		(5,359,307)
Total Stockholders' Equity		275,415		417,281

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,511,601	$	1,595,736

~~(An~~The ~~Exploration~~accompanying ~~Stage~~notes ~~Company)~~are an integral part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED BALANCE SHEETS

_________________________________________________________________________________________

						October 31,		January 31,
						2012		2012
						(unaudited)
ASSETS
	CURRENT ASSETS
		Cash			$	80,632	$	315
		Restricted deposits				35,000		35,000
		Prepaid and other current assets				217,607		74,894
				Total Current Assets		333,239		110,209
	OTHER ASSETS
		Mineral interests				1,400,000		-
				Total Other Assets		1,400,000		-
	TOTAL ASSETS				$	1,733,239	$	110,209
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
	CURRENT LIABILITIES
		Accounts payable and accrued expenses			$	52,508	$	6,614
		Accounts payable and accrued expenses - related party				284,936		227,373
		Notes payable shareholders				191,000		340,000
		Note payable				300,000		-
		Accounts payable and accrued expenses - shareholders				271,667		271,667
				Total Current Liabilities		1,100,111		845,654
	STOCKHOLDERS' EQUITY (DEFICIT)
		Common stock, $0.001 par value, 200,000,000 shares authorized 141,062,125 and 87,062,125 shares issued and outstanding, respectively				141,061		87,061
		Additional paid-in capital				20,932,925		18,604,669
		Accumulated (deficit) prior to exploration stage				(15,353,115)		(15,353,115)
		Accumulated (deficit) during exploration stage				(5,087,743)		(4,074,060)
			Total Stockholders' Equity (Deficit)			633,128		(735,445)
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)				$	1,733,239	$	110,209

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

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cyclone Uranium Corporation (An Exploration Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

					February 1, 2001 (Inception of ExplorationStage) to April 30,

	For the three months ended
	April 30,
	2013		2012		2013
	(unaudited)		(unaudited)		(unaudited)

REVENUE	$	-	$	-	$	44,240

COSTS AND EXPENSES
Cost of revenue		-		-		50,000
Exploration expense		48,748		31,745		1,711,334
Impairment of mineral interests		-		281,477		621,277
Write down of inventory to market value		-		-		125,000
General and administrative		103,939		160,323		4,663,651
TOTAL OPERATING EXPENSES		152,687		473,545		7,171,262

(LOSS) FROM OPERATIONS		(152,687)		(473,545)		(7,127,022)

OTHER INCOME (EXPENSES)
Interest expense - related party		-		-		(162,032)
Interest expense		(33,734)		(8,548)		(209,138)
Interest expense - shareholder		(10,268)		-		(10,268)
Relief of payables and other indebtedness		-		-		66,935
Other income		-		-		2,404,688
Interest income		106		-		37,815
TOTAL OTHER INCOME (EXPENSES)		(43,896)		(8,548)		2,128,000

(LOSS) BEFORE TAXES		(196,583)		(482,093)		(4,999,022)

INCOME TAXES		-		-		556,868


NET (LOSS)	$	(196,583)	$	(482,093)	$	(5,555,890)



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



WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED		141,084,597		114,410,440

~~Cyclone~~The ~~Uranium~~accompanying ~~Corporation~~notes are an integral part of these condensed consolidated financial statements.5

(An Exploration Stage Company)


Cyclone Uranium Corporation
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS

					Period from February 1, 2001 (Inception of Exploration Stage to April 30, 2013


	Three months ended
	April 30,		April 30,
	2013		2012
		(unaudited)		(unaudited)		(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(196,583)	$	(482,093)	$	(5,555,890)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Income from sale of mineral interests		-		-		(2,235,000)
Writedown of inventory to market value		-		-		125,000
Impairment of mineral interests		-		281,477		621,277
Relief of payables and other indebtedness		-		-		(66,935)
Depreciation		-		-		7,062
Common stock issued for services		-		100,000		419,814
Stock subscriptions related to services provided		-		-		82,750
Stock options issued for services		-		-		333,173
Stock based compensation		-		-		699,937
Stock option expense		44,718		99,924		121,459
Changes in assets and liabilities:
Inventory		-		-		50,000
Accounts receivable, related party		(800)				(800)
Subscription receivable		-
Prepaid and other current assets		70,113		(66,533)		(6,410)
Accounts payable and accrued expenses		41,115		(31,840)		690,327
Accounts payable and accrued expenses, related party		573		-		573
Asset retirement obligation		-		-		(52,000)
Accounts payable and accrued expenses - shareholders		16,043		42,365		546,899
Net cash (used in) operating activities		(24,821)		(56,700)		(4,218,764)

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		10,000		-		866,486
Proceeds from the exercise of stock options		-		-		35,000
Proceeds from notes payable		-		-		335,000
Proceeds from notes payable - shareholder		-		-		350,500
Repayment of note payable - shareholder		-		(149,000)		(1,181,568)
Due to subsidiary		-		45,000		-
Capital contribution by shareholder		-		-		689,068
Net cash provided by (used in) financing activities		10,000		(104,000)		764,486

INCREASE(DECREASE) IN CASH		(14,821)		136,864		(13,885)

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

Cash, end of period	$	6,502	$	137,179	$	6,502

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

~~CONDENSED~~The ~~CONSOLIDATED~~accompanying ~~STATEMENTS~~notes OFare ~~OPERATIONS~~ an integral part of these condensed consolidated financial statements.

__________________________________________________________________________________________

												February 1, 2001
												(Inception of
				Three Months Ended				Nine Months Ended				Exploration Stage)
				October 31,				October 31,				to October 31,
				2012		2011		2012		2011		2012
				(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
REVENUE			$	-	$	-	$	-	$	-	$	44,240
COSTS AND EXPENSES
	Cost of revenue			-		-		-		-		50,000
	Exploration expense			66,584		33,455		164,368		96,945		1,610,391
	Impairment of mineral interests			-		-		281,477		-		590,977
	Write down of inventory to market value			-		-		-		-		125,000
	General and administrative			132,856		104,086		405,594		312,203		4,435,077
		TOTAL OPERATING EXPENSES		199,440		137,541		851,439		409,148		6,811,445
(LOSS) FROM OPERATIONS				(199,440)		(137,541)		(851,439)		(409,148)		(6,767,205)
OTHER INCOME (EXPENSES)
	Interest expense – related party			(6,947)		(7,800)		(22,272)		(17,653)		(145,776)
	Interest expense			(139,976)		-		(139,976)		-		(139,976)
	Relief of payables and other indebtedness			-		-		-		-		66,935
	Other income			-		-		-		504		2,404,688
	Interest income			4		-		4		39		37,709
		TOTAL OTHER INCOME (EXPENSES)		(146,919)		(7,800)		(162,244)		(17,110)		2,223,580
(LOSS) BEFORE TAXES				(346,359)		(145,341)		(1,013,683)		(426,258)		(4,543,625)
INCOME TAXES				-		-		-		-		556,868
NET (LOSS)			$	(346,359)	$	(145,341)	$	(1,013,683)	$	(426,258)	$	(5,100,493)
		NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(0.00)		(0.00)	$	(0.01)	$	(0.01)
		WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED		141,062,125		81,016,275		131,999,854		80,513,655

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

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cyclone Uranium Corporation

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

__________________________________________________________________________________________

											Period from
											February 1, 2001
											(Inception of
				Nine months ended							Exploration Stage
				October 31,					October 31,		to October 31,
				2012					2011		2012
				(unaudited)					(unaudited)		(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net (loss)		$	(1,013,683)		$			(426,258)	$	(5,100,493)
	Adjustments to reconcile net (loss) to net cash
		(used in) operating activities:
		Income from sale of mineral interests		-					-		(2,235,000)
		Writedown of inventory to market value		-					-		125,000
		Impairment of mineral interests		281,477					-		590,977
		Relief of payables and other indebtedness		-					-		(66,935)
		Depreciation		-					-		7,062
		Common stock issued for services		100,000					95,280		419,814
		Stock subscriptions related to services provided		-					-		82,750
		Stock options issued for services		-					-		75,500
		Stock based compensation									699,937
		Non cash interest expense		132,332							132,332
		Stock option expense		99,924					76,741		176,665
	Changes in assets and liabilities:
		Inventory		-					-		50,000
		Prepaid and other current assets		(52,724)					(31,745)		(124,416)
		Accounts payable and accrued expenses		(5,341)					53,550		517,549
		Asset retirement obligation		-					-		(52,000)
		Accounts payable and accrued expenses - shareholders		39,768					-		570,624
		Net cash (used in) operating activities		(418,247)					(232,432)		(4,130,634)
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			50,000				-			856,486
	Proceeds from the exercise of stock options			-				-			35,000
	Proceeds from notes payable			300,000				-			300,000
	Proceeds from notes payable - shareholder			-				180,000			350,500
	Repayment of note payable - shareholder			(149,000)				-			(1,150,568)
	Capital contribution by shareholder			-				-			689,068
		Net cash provided by financing activities		201,000				180,000			750,486
INCREASE(DECREASE) IN CASH				80,317				(52,432)			60,245
Cash, beginning of period				315				58,764			20,387
Cash, end of period			$	80,632	$		6,332			$	80,632
NON-CASH INVESTING AND FINANCING ACTIVITIES:
	Reclassification of capital contributions to note payable		$	-	$		-			$	864,068
	Conversion of notes payable and accrued interest to common stock		$	-	$		141,681			$	329,181
	Conversion of amounts due to shareholders to common stock		$	-	$		-			$	374,089
	Conversion of amounts due to shareholders upon exercise of stock warrants		$	-	$		231,498			$	347,498
	Common shares issued for stock subscriptions		$	-	$		-			$	433,813
	Conversion of amounts due to affiliate to stock subscription		$	-	$		-			$	131,282
	Purchase of inventory via direct payment by shareholder		$	-	$		-			$	175,000
	Contribution of accounts payable and accrued expenses - shareholder		$	-	$		-			$	50,000
	Contribution of amounts due Tournigan Energy Ltd to capital		$	-	$		600,000			$	873,327
	Common shares issued for New Fork acquisition		$	2,000,000	$		-			$	2,000,000

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

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CYCLONE URANIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~October~~April 3130, ~~2012~~2013

(Unaudited)

NOTE 1 – Nature of Operations and Basis of Presentation

Cyclone Uranium Corporation (~~formerly~~"Cyclone" ~~Fischer-Watt Gold Company, Inc., referred to herein as “Fischer-Watt”~~ or the “"Company”"), and its subsidiaries are engaged in the business of mining and mineral exploration. This includes locating, acquiring, exploring, improving, leasing and developing mineral interests, primarily in the field of precious metals.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“"SEC”") pursuant to Item 210 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s ~~Report~~ ~~on Form 8-K as filed July 3, 2012 and the~~ Annual Report on Form 10-K for the year ended January 31, ~~2012~~2013.

The accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements in the Report on Form ~~8-K as filed July 3, 2012 and the Form~~ 10-K for the year ended January 31, ~~2012~~2013, and are supplemented throughout the notes to condensed consolidated financial statements in this report. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes included in the Report on ~~Form 8-K as filed July 3, 2012 and~~ the Form 10-K for the year ended January 31, ~~2012~~2013.

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

NOTE 2 - Mineral Interests

On February 27, 2009, the Company completed the acquisition of 100% of the common shares of Tournigan USA, Inc. (“TUSA”), a wholly owned subsidiary of Tournigan Energy, Ltd. (“Tournigan Energy”). As consideration for this transaction, the Company issued Tournigan Energy an interest-free promissory note in the amount of $325,327. In addition, the Company agreed to secure the release of, or reimburse Tournigan Energy for, the existing reclamation bonds on the properties in the amount of $930,000, less any applicable reclamation costs. The Company granted Tournigan Energy a 30% carried interest on each of the existing properties up to the completion of a feasibility study for any project encompassing any of these properties. At that point, Tournigan Energy could elect to convert its interest into a 30% contributing working interest or allow its interest to dilute to a 5% net profits interest.

NOTE 2 -~~---------------------------------------------------------------------------------------------------------------------------------------------------------~~ Acquisition of New Fork Uranium Corporation

~~The~~On ~~Company~~March ~~delivered a~~14, ~~promissory~~2012, ~~note in~~ the ~~amount~~Company ofentered ~~$325,327~~into toa ~~Tournigan~~Stock ~~Energy.~~Purchase ~~This~~Agreement ~~note represented~~whereby the ~~amount~~shareholders ~~paid~~of byNew ~~Tournigan~~Fork ~~Energy~~Uranium ~~for~~Corporation ~~the~~("New ~~then~~Fork") ~~current~~sold ~~year’s Federal~~all ~~mineral~~of ~~claim~~the ~~maintenance~~issued ~~fees~~and ~~along~~outstanding ~~with~~shares ~~working~~of ~~capital~~New ~~adjustments~~Fork ~~on the closing date. In addition~~ to ~~this note,~~ the Company ~~agreed~~in toexchange ~~secure~~for the ~~release~~ ofissuance ~~reclamation~~to ~~bonds~~the inshareholders ~~the~~of ~~amount~~an aggregate of ~~$930~~50,000,000 ~~less~~shares ~~any~~of ~~applicable reclamation~~common ~~costs.~~stock, Asat of$0.001 ~~October~~par 31value, ~~2012,~~of the ~~deposit for reclamation bonds remains $35,000~~Company.

Both the promissory note to Tournigan Energy and the release of the reclamation bonds were unsecured, non-interest-bearing and were due August 31, 2009. The due date of the promissory note was extended to December 15, 2009. In a further agreement dated December 14, 2009, Tournigan Energy agreed to reduce the promissory note to $100,000 with payment of this amount on December 15, 2009. This payment was made by Fischer-Watt and the promissory note was extinguished.

Tournigan Energy also extended the repayment date of the first $530,000 of the reclamation bonds to December 15, 2009 and the repayment of the remaining $400,000, less the cost of the reclamation work, to September 30, 2010. Tournigan Energy agreed to accept a payment of $100,000 on December 15, 2009 as part payment of the $530,000 installment of the reclamation bond due on that date. The balance of $400,000, less the cost of reclamation work was to be paid from one half of subsequent equity share issues of common stock of the Company until paid in full. The $100,000 payment was made to Tournigan Energy as scheduled.

On December 22, 2010, Fischer-Watt paid Tournigan Energy $130,000 as a payment on its outstanding debt.

At April 30, 2011, after completion of reclamation, the balance due to Tournigan Energy was $600,000. This amount was to be repaid from one-half of the proceeds (net of issuance costs) of all equity share issues of common stock of the Company until Tournigan Energy has been paid in full.

On July 13, 2011, the Company renegotiated its debt and property interests with Tournigan Energy concerning its uranium properties in the western United States. Tournigan Energy agreed to defer receipt of its debt and property interests by converting these Company liabilities to a two percent (2%) net smelter return (“NSR”) royalty interest on uranium properties within the Company’s current areas of work.

Pursuant to the renegotiated terms between the Company and Tournigan Energy:

a) Tournigan Energy forgave the $600,000 payable by the Company;

b) Tournigan Energy converted its interests in the Company’s properties to a two percent (2%) NSR royalty up to a maximum of $10,000,000;

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c) The Company is entitled to buy back up to one-half of this royalty for $3,000,000 at any time up to July 13, 2016, and thereby reduce the remaining royalty to a one percent (1%) NSR royalty capped at $5,000,000;

d) The NSR royalty will apply to any uranium production by the Company in the Wyoming counties of Carbon, Fremont, Sublette and Sweetwater, and the South Dakota county of Fall River. These are all areas where the Company currently holds uranium property interests.

This transaction has been approved by the TSX Venture Exchange, as Tournigan Energy is listed in Toronto on the TSX Venture Exchange.

The transaction described above relating to the acquisition of TUSA was accounted for as a business combination. A summary of the transaction is presented below:

Fair value of net tangible assets acquired:
	Cash	$ 12,829
	Accrued interests receivable	3,202
	Restricted deposits	930,000
	Accounts payable	(204)
	Asset retirement obligation	(52,000)
	Acquired net assets (100%)	893,827
Purchase Price:
	Promissory note payable	$ 325,327
	Due to Tournigan Energy, net	878,000
	Total	$ 1,203,327
	Mineral rights	$ 309,500

Subsequent to the acquisition of TUSA, the Company evaluated its new holdings, and determined that the carrying value of the mineral rights exceeded their net realizable value. Accordingly, the Company recorded an impairment charge of $309,500 for the year ended January 31, 2010.

NOTE 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.

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

New Fork holds 521 mining claims in the areas adjacent to the Company’s Cyclone Rim uranium exploration properties in Sweetwater County, Wyoming. New Fork’s assets are comprised of 521 federal mining claims covering about 10,000 acres of Bureau of Land Management (“"BLM”") land. These claims cover a large portion of the sinuous, uranium bearing roll-front that exists in this part of south-central Wyoming. The Company’s existing Cyclone Rim claims cover a 28 mile extent of the western portion of this same roll-front trend. This area of Sweetwater County is a historical uranium-mining district that is seeing a resurgence of development activity. The Company now holds significant acreage on key uranium ground in the Red Desert.

The transaction described above relating to the acquisition of New Fork was accounted for as a business combination. A summary of the transaction is presented below:

Fair value of net tangible assets acquired:
Cash	~~Cash~~$	$ 297,564
Prepaid expenses and other assets	~~Prepaid expenses and other assets~~	89,989
Accounts payable	~~Accounts payable~~	(69,030)
Acquired net assets (100%)	~~Acquired net assets (100%)~~$	318,523
Purchase Price:
Issuance of 50,000,000 shares of stock	~~Issuance of 50,000,000 shares of stock~~$	$ 2,~~000~~030,~~000~~300
Total	~~Total~~$	$ 2,~~000~~030,~~000~~300
Mineral rights	~~Mineral rights~~$	$1,~~681~~711,~~477~~777

Subsequent to the acquisition of New Fork, the ~~Company~~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 $~~281~~311,~~477~~777 for the ~~quarter~~year ended January 31, 2013. The Company re-evaluated the carrying value of the mineral rights at April 30, ~~2012~~2013 with no additional impairment.

10NOTE 3 – Earnings (Loss) Per Share

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NOTE 4 – Earnings (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 shares and dilutive common stock equivalents outstanding. During periods when they are anti-dilutive, common stock equivalents are not included in the calculation.

~~NOTE 5 - Going Concern~~8

~~The~~NOTE ~~Company~~4 ~~has incurred~~- ~~operating~~Going losses of $20,440,858 since inception and has a working capital deficit of $766,872 at October 31, 2012. The Company has no current revenue producing operations and is in default on its $300,000 note dated August 31, 2012. These conditions raise substantial doubt about the Company's ability to continue as a going concern.Concern

The Company has an accumulated deficit of $20,909,005 and has a working capital deficit of $1,099,584 at April 30, 2013. The Company has no current revenue producing operations and is in default on its $300,000 note dated August 31, 2012. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The ability of the Company to achieve its operating goals and thus positive cash flows from operations is dependent upon the future market price of metals, future capital raising efforts, and the ability to achieve and sustain efficient revenue producing operations. Management's plans will require additional financing, reduced exploration activity or disposition of or joint ventures with respect to mineral properties. While the Company has been successful in these capital raising endeavors in the past, there can be no assurance that its future efforts and anticipated operating improvements will be successful.

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

NOTE 65 - Notes Payable ~~– Shareholder~~

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 bears interest at 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 at the time of $340,000. The terms of the loans and interest rates are the same. The Company repaid $149,000 related to the loans during the nine months ended October 31, 2012. The balance outstanding on the Notes Payable – Shareholder totaled $191,000 as of October 31, 2012.Shareholders

~~Non-affiliated~~In 2005, a shareholder advanced $30,000 to the Company for working capital purposes and to assist in identification of new mining properties. This loan is due on demand and bore interest at 5% per annum through January 31, 2009, at which time the interest rate was increased to 10% per annum. During the years ended January 31, 2010 and 2009, the shareholder advanced an additional $50,000 and $80,000, respectively, under substantially identical terms. On August 31, 2011 the shareholder advanced a further $150,000 and added an additional $30,000 on Oct 27, 2011, for a loan total of $340,000 at January 31, 2012. The additional loans were drafted under identical terms of previous loans advanced to the Company in the current year. Payments of $180,000 were made on these loans during the year ended January 31, 2013. As of April 30, 2013 principal and interest due are $160,000 and $91,055.

On ~~August~~January 317, ~~2012~~ 2013, the Company entered into aan ~~$300,000~~agreement ~~bridge loan financing arrangement~~ with ~~an unaffiliated~~a ~~accredited~~shareholder ~~investor,~~in the ~~proceeds~~form of ~~which~~a ~~were~~promissory ~~used~~note topayable, ~~pay maintenance~~in ~~fees to~~ the ~~Bureau~~amount of ~~Land~~$35,000. ~~Management~~The ~~and~~terms ~~general operating expenses~~ of the ~~Company. The~~ note ~~payable~~include ~~bears~~an interest ~~at a~~ rate of 15% ~~per~~that ~~annum and~~is ~~was~~accrued ~~due~~ and ~~payable~~paid onat orthe ~~before~~time ~~October~~of ~~30, 2012~~maturity. In ~~addition,~~The ~~the~~ note isand ~~secured~~accrued byinterest ~~all~~are ofdue ~~the~~and ~~property~~payable July 7, 2013. As of April 30, 2013, the Company recorded $1,640 in accrued interest. In connection with ~~the~~ ~~financing~~a ~~agreement~~note payable, the Company issued a ~~five~~Warrant ~~year warrant~~ to ~~the lender to~~ purchase 61,~~814~~000,000 shares of ~~Company~~ common stock, exercisable on or before January 7, 2016 at $0.02 per share. The fair value at the date of grant was $25,417 using a Black Scholes option pricing model using inputs described in Note 9, and the full expense was recorded as of the date of issuance.

11Non-affiliates

~~----------------------------------------------------------------------------------------------------------------------------------------------------------~~On August 31, 2012 the Company entered into a $300,000 bridge loan financing arrangement with an unaffiliated accredited investor, the proceeds of which were used to pay maintenance fees to the Bureau of Land Management and general operating expenses of the Company. The note payable bears interest at a rate of 15% per annum and was due and payable on or before October 30, 2012. As of April 30, 2013, the Company was unable to repay the note, thus, the Company is in default on the note. The default interest rate is 45%. As of April 30, 2013 the balance due, including interest, is $376,807. In addition, the note is secured by all of the property of the Company. The Company is currently engaged in discussions with the lender with regard to negotiating an extension on the note.

As of October 31, 2012, the Company was unable to repay the note, thus, the Company is in default on the note. The default interest rate is 45%. We are currently engaged in discussions with the lender with regard to negotiating an extension on the note.9

~~NOTE~~In 7connection -with ~~Asset Retirement~~the ~~Obligations~~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 9, and ~~Restricted~~the ~~Deposits~~full expense was recorded as of the date of issuance.

NOTE 6 - Asset Retirement Obligations and Restricted Deposits

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

~~During~~The ~~2008~~balance ~~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~~at ~~$340~~April 30,~~000~~ of2013 ~~this amount~~ was ~~used to pay annual mineral claim fees,~~ $~~200~~35,000, ~~was~~which ~~paid~~may tobe ~~Tournigan~~released ~~Energy,~~upon ~~and~~future ~~the balance~~inspection ~~was~~by ~~used~~the ~~for~~Arizona ~~operations~~BLM.

~~During~~NOTE ~~the~~7 ~~year~~- ~~ended January~~Stockholders’ ~~31,~~Equity 2011, the remaining reclamation work was completed, and $304,400 of restricted deposits were 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.(Deficit)

~~The~~On ~~balance~~April 26, 2013 closed on an investment of ~~restricted~~ ~~deposits~~$10,000. atOn ~~October~~April 3130, ~~2012~~2013, ~~was~~the Company accepted a stock subscription for $3525,000, which ~~may~~was bepaid ~~released~~on ~~upon future~~May ~~inspection~~1, by 2013.the ~~Arizona~~Company ~~BLM~~issued 500,000 shares and 1,250,000 shares respectively at $0.02 per share. Each share included one-half warrant exercisable at $0.25 per share with a term of five years from issuance.

NOTE 8 - ~~Stockholders’~~ ~~Equity~~Common ~~(Deficit)~~Stock Options and Warrants

~~During~~The Company's 2012 Stock Option Plan adopted by the ~~nine months~~Board ~~ended~~of ~~October~~Directors 31on September 17, 2012, states that the ~~Company~~exercise ~~issued~~price ~~50,000,000~~of ~~shares~~each tooption will be granted at an amount that equals the ~~shareholders~~ offair ~~New~~market ~~Fork~~value at ~~$0.04~~the ~~per~~date ~~share,~~of ~~2,000,000~~grant. ~~shares~~All ~~for~~options ~~services~~vest at ~~$0.05~~ ~~per~~a ~~share~~time ~~valued~~determined at ~~$100,000,~~the ~~and~~discretion ~~2,000,000~~of ~~units~~the ~~each~~Company's ~~consisting~~Board of ~~one common~~Directors. ~~share~~All ~~and~~options ~~one~~expire ~~half~~if ~~warrant~~not ~~for~~exercised ~~cash~~within 10 years from the date of ~~$50~~grant,~~000~~ unless stated otherwise by the Board of Directors upon issuance.

~~NOTE~~The 9Company -records ~~Common~~ compensation expense for the fair value of options granted under the Company's 2012 Stock ~~Options~~Option ~~and~~Plan. ~~Warrants~~ The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model.

~~The~~On March 25, 2013 the Company's ~~Stock Option~~issued ~~Plan~~stock ~~states~~options ~~that~~to purchase 4,000,000 shares of common stock to an individual providing contract CFO services to the ~~exercise~~Company, ~~price~~half of ~~each~~which ~~option~~vested upon issuance and twenty five percent which will bevest ~~granted~~in ateach ~~an amount~~of ~~that~~the ~~equals~~subsequent two years of service to the ~~market~~Company. The ~~value~~options were priced at $0.02 per share and will expire five years from the date of ~~grant~~issuance. The ~~All~~fair ~~options~~value ~~vest~~of atthe ~~a time~~option ~~determined~~grant atwas estimated on the ~~discretion~~date of grant utilizing the ~~Company's~~Black-Scholes ~~Board~~option ofpricing ~~Directors~~model. The ~~All~~ fair value of these options ~~expire~~was ifdetermined ~~not~~to ~~exercised~~be ~~within~~$79,498 10Based ~~years~~on ~~from~~the following assumptions: expected life of the ~~date~~options of ~~grant~~5 years, ~~unless stated~~expected ~~otherwise~~volatility byof ~~the~~243.9%, ~~Board~~risk-free interest rate of ~~Directors~~0.80% ~~upon~~and ~~issuance~~no dividend yield. These options will be expensed over their vesting schedule.

The Company records compensation expense for the fair value of options granted under the Company's 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.10

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 which 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 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 $9,937 Based on the following assumptions: expected life of the options of 5 years, expected volatility of 243.9%, risk-free interest rate of 0.80% and no dividend yield. These options will be expensed over their vesting schedule.

Options	Number of Shares	Weighted Average Exercise Price

Outstanding at January 31, 2013	10,250,000	$0.17
Issued	4,500,000	$0.02
Exercised	-	-
Expired/Cancelled	-	-
Outstanding at April 30, 2013	14,750,000	$0.12
Exercisable at April 30, 2013	12,500,000	$0.14

The following table summarizes information about stock options at April 30, 2013:


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

$0.02	4,500,000	4.91 yrs	$0.02	2,250,000	$0.02
$0.05	2,000,000	3.06 yrs	$0.05	2,000,000	$0.05
$0.06	5,650,000	2.69 yrs	$0.06	5,650,000	$0.06
$0.08	500,000	1.73 yrs	$0.08	500,000	$0.08
$0.30	100,000	1.73 yrs	$0.30	100,000	$0.30
$0.60	2,000,000	2.60 yrs	$0.60	2,000,000	$0.60

On January 7, 2013, in connection with a note payable, the Company entered into a Warrant for Purchase of Common Stock agreement with a related party investor. As stated in the agreement, the Company granted 1,000,000 shares of common stock, exercisable on or before January 7, 2016 at $0.02 per share. The fair value of these warrants at the date of grant was $25,417 using a Black Scholes option pricing model and the following assumptions: expected life of warrants is three years, expected volatility rate of 210.18%, risk free rate of 0.41%, and an exercise price of $0.02. The $25,417 was fully expensed on the date of issuance.

On April 26, 2013 and April 30, 2013 the Company closed on investments from two investors for $10,000 and $25,000, respectively, by the issuance of 500,000 shares and 1,250,000 shares respectively at $0.02 per share. Each share included one-half warrant exercisable at $0.25 per share with a term of five years from issuance. Accordingly, the Company issued a total of 875,000 warrants to purchase common stock to these investors exercisable at $0.25 per share for a five year term.

Warrants	Number of Shares	Weighted Average Exercise Price

Outstanding at January 31, 2013	8,814,000	$0.02
Issued	875,000	$0.25
Exercised	-	-
Expired/Cancelled	-	-
Outstanding at April 30, 2013	9,689,000	$0.04
Exercisable at April 30, 2013	9,689,000	$0.04

On April 30, 2013, the Company had the following outstanding warrants:


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

$0.02	1,000,000	2.69 yrs	$20,000	$0.02
$0.02	6,814,000	4.34 yrs	$136,280	$0.02
$0.05	1,000,000	2.14 yrs	$50,000	$0.05
$0.25	875,000	3.00 yrs	$218,750	$0.25

NOTE 9 -~~---------------------------------------------------------------------------------------------------------------------------------------------------------~~ Related Party Transactions

During ~~the~~2011, ~~quarter ending~~Minex ~~April~~Exploration ~~30,~~which ~~2012,~~is ~~the~~controlled ~~Company~~by ~~issued~~our ~~stock~~Director ~~options~~Gregory ~~of 2~~Schifrin,~~500,000~~ toprovided ~~the officers~~services ~~and~~to ~~directors.~~New ~~The~~Fork ~~options~~related ~~were~~to ~~priced~~maintaining atour ~~$0.06~~mining ~~per~~claims ~~share~~in ~~and~~Sweetwater ~~expire five~~County, ~~years~~Wyoming ~~from~~for ~~the date of issuance~~$86,358. ~~The~~As ~~fair value~~ of ~~the~~April ~~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~~30,~~924~~ ~~based on the following assumptions: expected life of options of 5 years~~2013, ~~expected volatility of 305.3%~~$51,359 ~~risk-free~~was ~~interest~~owed ~~rate~~to ofMinex ~~1.01%~~Exploration ~~and~~for nothese ~~dividend yield~~services.

Options	Number of Shares	Weighted Average Exercise Price	Remaining Contractual Life (in years)	Aggregate Intrinsic Value
Outstanding at February 1, 2012	13,450,000	$0.25	2.02 yrs	$0.00
Issued	2,500,000	$0.06	4.38 yrs	$0.00
Exercised	-	-	-
Expired/Cancelled	(1,700,000)	$0.10	-	$0.00
Outstanding at October 31, 2012	14,250,000	$0.23	2.57 yrs	$0.00
Exercisable at October 31, 2012	14,250,000	$0.23	2.57 yrs	$0.00

As of April 30, 2013 James G. Baughman, our CEO and Director, was owed $21,500 in fees and $1,500 in accrued benefits for his duties as CEO and $14,517 in expense reimbursements. As of April 30, 2013, the entire amount of $37,517 was owed to Mr. Baughman.

~~The~~NOTE ~~following~~10 ~~table summarizes~~- ~~information~~Subsequent ~~about stock options at October 31, 2012:~~Events

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	3.55 yrs	$0.05	2,000,000	$0.05
$0.06	3,150,000	2.22 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	2.22 yrs	$0.08	500,000	$0.08
$0.30	100,000	2.22 yrs	$0.30	100,000	$0.30
$0.40	4,000,000	.10 yrs	$0.40	4,000,000	$0.40
$0.60	2,000,000	3.10 yrs	$0.60	2,000,000	$0.60
$0.06	2,500,000	4.38 yrs	$0.06	2,500,000	$0.06

Subsequent to April 30, 2013 the Company accepted subscription agreements from four investors for an aggregate amount of $80,000 by the issuance of 4,000,000 shares of common stock at $0.02 per share. Each share included one-half warrant exercisable at $0.25 per share with a term of five years from issuance. The common stock and warrant were issued to the investor in reliance on the exemption from registration contained in Rule 506 of Regulation D under the Securities Act of 1933. No commissions or other remuneration were paid on the transaction.

During the year ended January 31, 2011, the Company issued 6,626,486 warrants in connection with a private placement. The warrants are exercisable for a period of two years for $0.12 per share. However, if the common shares trade at over $0.18 per share in any 20-day period during the life of the warrants, the Company has the right to accelerate the expiration date of the warrants. Warrants in the amount of 2,859,820 were exercised by two shareholders in settlement of debt. During the nine months ended October 31, 2012, 3,766,666 warrants expired.

OnCautionary ~~June~~Statement ~~19,~~about ~~2012~~Forward-Looking ~~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.~~Statements

OnThis ~~August~~Form ~~31,~~10-Q ~~2012, in~~contains ~~connection~~forward-looking ~~with~~statements aregarding ~~note~~future ~~payable,~~events and the Company’s ~~entered~~future ~~into~~results athat ~~Warrant~~are ~~Purchase Agreement~~subject ~~with~~to anthe ~~unaffiliated~~safe ~~accredited~~harbors ~~investor.~~created Asunder ~~part~~the Securities Act of 1933 (the ~~terms~~"Securities Act") and the Securities Exchange Act of 1934 (the ~~note~~ "Exchange Act"). These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company ~~issued~~operates aand ~~five~~the ~~year~~beliefs ~~warrant~~and toassumptions of the ~~lender~~Company’s tomanagement. ~~purchase~~Words 6such as "hopes,~~814~~" "expects,~~000 shares~~" of"anticipates," ~~Company~~"targets," ~~common~~"goals," ~~stock~~"projects," ~~exercisable~~"intends," at"plans," ~~$0.02~~"believes," ~~per~~"seeks," ~~share~~"estimates," "continues," "may," variations of such words, and similar expressions are intended to identify such forward-looking statements. ~~The~~In ~~fair~~addition, ~~value~~ any statements that refer to projections of ~~these~~the ~~warrants~~Company’s atfuture financial performance, the ~~date~~continuing development of ~~grant~~the ~~was~~Company’s ~~$132~~website,~~332~~ ~~using~~the aprospects ~~Black~~for ~~Scholes~~selling ~~option pricing~~advertising ~~model~~on the website and ~~the~~new ~~following~~visitors ~~assumptions:~~and ~~expected~~visitor ~~life~~page ofviews ~~warrants~~related isto ~~five years~~advertising agreements, ~~expected~~the ~~volatility~~Company’s ~~rate~~anticipated ofgrowth ~~194.81%~~and potentials in its business, ~~risk~~and ~~free~~other ~~rate~~characterizations of 0future events or circumstances are forward-looking statements.~~59%,~~ Readers are cautioned that these forward-looking statements are only predictions and ~~an exercise~~are ~~price~~subject ofto ~~$0.02. The~~risks, ~~$132~~uncertainties,~~332~~ ~~was~~and ~~amortized~~assumptions that are difficult to ~~interest~~predict, ~~expense over~~including ~~the~~those ~~term~~identified ofunder "Risk Factors" in our Form 10-K for the ~~bridge~~year ~~loan~~ended January 31, 2013. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.

OnThe ~~October~~Company ~~31,~~is ~~2012, the~~under ~~Company~~no ~~had~~duty to update any of these forward-looking statements after the ~~following~~date ~~outstanding~~of ~~warrants:~~this report. You should not place undue reliance on these forward-looking statements.

Exercise Price	Number of Shares	Remaining Contractual Life	Exercise Price Times Number of Shares	Weighted Average Exercise Price	Aggregate Intrinsic Value
$0.05	1,000,000	2.63 yrs	$50,000	$0.05	$0.00
$0.02	6,814,000	4.84 yrs	$136,280	$0.02	$0.00

Overview

~~NOTE~~Cyclone 10Uranium Corporation (formerly known as Fischer- ~~Related~~Watt ~~Party~~Gold ~~Transactions~~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.

~~During~~Mineral 2011, Minex Exploration which is controlled by our Director Gregory Schifrin, provided services to New Fork related to maintaining our mining claims in Sweetwater County, Wyoming for $86,358. As of October 31, 2012, $51,358 was owed to Minex Exploration for these services.Properties

~~Prior~~Through toseveral acquisitions, the ~~acquisition~~ Company evolved and has focused on building a portfolio of ~~New~~uranium ~~Fork~~mining claims in ~~March 2012~~Wyoming, ~~former~~South ~~employees~~Dakota and Arizona. The most recent of which was the ~~Company~~March ~~had advanced/loaned~~14, ~~the~~2012 ~~Company~~acquisition ~~money~~of New Fork. ~~Outstanding~~New ~~liabilities~~Fork's ~~related~~assets toare ~~the advances/loans~~comprised as of ~~October~~521 ~~31,~~federal ~~2012~~mining ~~include~~claims ~~$191~~covering about 10,000 inacres ~~notes~~of ~~payable~~BLM land. These claims cover a large portion of the sinuous, ~~$284,936~~ uranium bearing roll-front that exists in ~~accounts~~this ~~payable~~part ~~and~~of ~~accrued~~south-central ~~expenses~~Wyoming. The toCompany’s ~~related~~existing ~~parties~~Cyclone ~~and $271,667~~Rim inclaims ~~accounts~~cover ~~payable~~a ~~and~~28-mile ~~accrued~~extent ~~expenses~~of the western portion of this same roll-front ~~shareholders~~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.

~~NOTE~~On 11March ~~- Subsequent~~19, ~~Events~~2012, James G. Baughman was appointed Chairman, President, CEO, and acting Chief Financial Officer to succeed Peter Bojtos who had held those positions since 2005. Mr. Baughman is an experienced geologist and mining company executive with proven management skills, and possesses an international background in the mining industry. Mr. Baughman has worked as a geologist for more than 25 years in mining operations and mineral exploration projects for precious, base metals, and uranium and has also provided technical services and project management for a number of major and junior mining companies.

On September 17, 2012 the Company’s Board of Directors and on November 12, 2012 the Company’s shareholders approved an amendment to change the name of the Company to Cyclone Uranium Corporation and also to increase the Company’s authorized shares of common stock to 600,000,000. The Company filed an amendment to its Articles of Incorporation on December 5, 2012 to effect the name change and increase the authorized capital of the Company. The amendment was effective on December 14, 2012.

~~----------------------------------------------------------------------------------------------------------------------------------------------------------~~Corporate Strategy

~~ITEM~~Management 2.believes ~~Management's~~that ~~Discussion~~given the global supply and ~~Analysis~~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 ~~Financial~~mining ~~Condition~~claims that are largely focused on a historically productive uranium mining region in Wyoming and ~~Results~~can maintain control of these claims going forward for an annual cost of approximately $200,000 in lease payments to the Bureau of Land Management.

~~Operations~~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. In order to implement its strategy, the Company will depend on available debt or equity financing, the availability of which is uncertain. Management intends to raise capital through the issuance of equity to fund these programs.

~~Cautionary Statement~~The ~~about~~advantages ~~Forward-Looking~~of ~~Statements~~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.

~~This~~Results ~~Form 10-Q contains forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act~~ of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “hopes,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, the 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. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified under “Risk Factors” in our Form 10-K for the year ended January 31, 2012. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.Operations

The ~~Company~~following isdiscussion ~~under no~~involves ~~duty~~the toresults ~~update any~~ of ~~these~~operations ~~forward-looking~~for ~~statements after~~ the ~~date~~quarters ofended ~~this report.~~April ~~You~~30, ~~should~~2013 ~~not~~and ~~place~~April ~~undue~~30, ~~reliance on these forward-looking statements~~2012.

~~Overview~~The Company had no revenue from production during the quarters ended April 30, 2013 or 2012 as the Company had no properties in production.

~~Cyclone~~Exploration ~~Uranium Corporation~~expenses ~~(formerly~~for ~~known~~the asquarter ~~Fischer-Watt~~ended ~~Gold~~April ~~Company~~30, ~~Inc.,~~2013 ~~collectively with~~were ~~its subsidiaries~~$48,748 ~~"Fischer-Watt",~~compared ~~"FWG"~~to ~~or the "Company")~~$31,745 ~~was~~for ~~formed under~~ the ~~laws~~quarter ofended ~~the~~April ~~State~~30, ~~of Nevada in 1986~~2012. This ~~Fischer-Watt's~~increase ~~primary business~~ is ~~mining~~ ~~and~~attributed ~~mineral exploration, and~~ to ~~that~~the ~~end~~additional tomining ~~own, acquire, improve, sell, lease, convey lands or mineral~~ claims oracquired ~~any right, title~~in ~~or interest therein; and~~the toNew ~~search,~~Fork ~~explore, prospect or drill for and exploit ores and minerals therein or thereupon~~transaction.

~~Mineral Properties~~General and administrative expenses for the quarter ended April 30, 2013 amounted to $103,939 compared to $160,323 for the quarter ended April 30, 2012. General and administrative expenses decreased primarily due to decreased professional services from the New Fork Acquisition incurred during the prior year.

~~Through several~~Total ~~acquisitions,~~other ~~the~~expenses ~~Company~~for ~~evolved~~the ~~and~~quarter ~~has~~ended ~~focused~~April on30, ~~building~~2013 ~~a portfolio~~were of$43,896 ~~uranium~~compared ~~mining~~to ~~claims in Wyoming~~$8,548 ~~South~~for ~~Dakota~~the ~~and~~quarter ~~Arizona. The~~ended ~~most~~April ~~recent of which was the March 14~~30, 2012 ~~acquisition of New Fork~~. ~~New~~ Most ~~Fork's assets are comprised~~ of ~~521~~this ~~federal~~increase ~~mining~~was ~~claims~~attributable ~~covering about~~to ~~10,000 acres of BLM land. These claims cover a large portion of~~ the ~~sinuous,~~ ~~uranium~~interest ~~bearing~~expense ~~roll-front~~associated ~~that~~with ~~exists in this part of south-central Wyoming. The Company’s existing Cyclone Rim claims cover a 28-mile extent of~~ the ~~western~~two ~~portion~~outstanding ofnotes ~~this same roll-front trend~~payable. 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.

15For the quarter ended April 30, 2013, the Company reported a net loss of $196,583 compared to a net loss of $482,093 for the quarter ended April 30, 2012. The decrease in net loss was mostly attributed to the impairment of mineral interests recorded in 2012 of $281,477.

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~~On March~~Liquidity ~~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.Condition

~~Results~~ The Company had unrestricted cash on hand at April 30, 2013, of ~~Operations~~$6,502 compared to $21,323 on January 31, 2013. The Company also holds restricted cash of $35,000 relating to reclamation bonds covering the mineral properties acquired from Tournigan Energy.

~~The~~Current ~~following discussion~~liabilities ~~involves~~amounted ~~the~~to ~~results~~$1,236,185 ofon ~~operations~~April ~~for~~30, ~~the~~2013 ~~quarters~~compared ~~ended~~to ~~October~~$1,178,455 on January 31, ~~2012~~ 2013 of which $796,075 and ~~October~~$779,459, respectively, were owed to affiliates. We also increased current liabilities with a $300,000 bridge loan from a non-affiliate on August 31, ~~2011~~2012, which is currently in default. Current assets amounted to $111,601 resulting in a working capital deficit of $1,124,585 at April 30, 2013.

~~The~~Cash ~~Company~~used ~~had~~in ~~no revenue~~operating ~~from~~activities ~~production~~for ~~during~~ the ~~quarters~~three months ended ~~October~~April 3130, ~~2012~~2013 orwas ~~2011~~$49,821 as compared to $56,700 for the ~~Company~~three ~~had~~months noended ~~properties~~April in30, ~~production~~2012.

~~Exploration~~Cash ~~expenses~~ provided from investing activities for the ~~quarter~~three months ended ~~October~~April 3130, ~~2012~~2013 ~~were~~was $~~66,584~~-0- compared to $33297,~~455~~564 for the ~~quarter~~ three months ended ~~October~~April 3130, ~~2011~~2012. This ~~increase~~decrease iswas ~~attributed~~due to ~~the additional~~an ~~mining~~infusion ~~claims~~of ~~acquired~~cash infrom the New Fork ~~transaction~~acquisition in the prior year.

~~General~~Cash ~~and administrative~~provided ~~expenses~~by financing activities for the ~~quarter~~three months ended ~~October~~April 3130, ~~2012~~2013 ~~amounted~~was to $~~132~~35,~~856~~000 compared to cash used in financing activities of $104,~~086~~000 for the ~~quarter~~three months ended ~~October~~April 3130, ~~2011~~2012. ~~General~~ The ~~and~~increase ~~administrative~~was ~~expenses~~primarily ~~increased~~due ~~approximately~~to ~~27%~~proceeds ~~primarily due~~from tothe ~~increased~~sale ~~professional~~of ~~services~~common ~~incurred~~stock ~~during~~and ~~the~~a ~~quarter.~~loan, offset by repayment of a portion of a shareholder note payable.

~~Total~~The ~~other~~first ~~expenses for~~phase of drilling activities on the ~~quarter~~Wyoming ~~ended~~properties ~~October~~will ~~31,~~likely ~~2012~~cost ~~were~~between $~~146,919~~3 ~~compared~~million toand $~~7,800~~4 ~~for~~million. If we are unable to raise the ~~quarter~~ ~~ended~~additional ~~October~~capital 31necessary for these activities at favorable terms, ~~2011. Most~~we ofwill ~~this~~postpone ~~increase~~these ~~was~~drilling ~~attributable~~programs until we are able to ~~the~~ ~~interest~~do ~~expense~~so ~~associated~~and ~~with~~cash ~~warrants~~used ~~issued~~in ~~during~~operating ~~the~~activities ~~most~~would ~~recent quarter~~remain in line with current levels.

~~For~~The ~~the~~Company ~~quarter~~recognizes ~~ended October~~its ~~31,~~need ~~2012,~~for ~~the~~additional ~~Company~~funding ~~reported~~either afrom ~~net~~equity ~~loss~~sales ofor ~~$346,359~~borrowings ~~compared~~ to create a ~~net loss~~more offavorable ~~$145,341~~working capital ratio and allow for ~~the~~a ~~quarter~~more ~~ended~~aggressive ~~October~~property ~~31,~~acquisition ~~2011~~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 anticipates capital needs of between $3 million and $4 million over the next twelve months to fund the first phases of drilling programs for the Company’s Cyclone Rim and New Fork properties. The ~~following discussion~~scope ~~involves~~of this phase would likely drilling as many as 100 drill holes on these properties to determine the ~~results~~presence or absence of ~~operations~~uranium mineralization with the intent of being able to eventually establish and support an inferred mineral resource calculation for these claims. If the ~~nine~~Company ~~months~~is ~~ended~~unable ~~October 31~~to raise this capital at favorable terms, ~~2012~~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 ~~October~~operating 31cash requirements going forward which require approximately $500,000 ~~2011~~in capital over the next twelve months.

The Company's ~~had~~financial ~~no revenue~~statements ~~from~~are ~~production~~prepared ~~during~~on a going concern basis, which contemplates the ~~nine~~realization ~~months~~of ~~ended~~assets ~~October~~and ~~31,~~satisfaction ~~2012~~of orliabilities ~~2011~~in the normal course of business. The Company has experienced significant net losses since inception and has a significant negative working capital position. In addition, as of April 30, 2013, the Company ~~had~~was nounable ~~properties~~to repay its $300,000 note, thus, the Company is in ~~production~~default on the note. These issues raise substantial doubt about the Company's ability to continue as a going concern.

Exploration expenses for the nine months ended October 31, 2012 were $164,368 compared to $96,945 for the nine months ended October 31, 2011. This increase is attributed to the additional mining claims acquired in the New Fork transaction.16

General and administrative expenses for the nine months ended October 31, 2012 amounted to $405,594 compared to $312,203 for the nine months ended October 31, 2011. This increase was largely attributable with costs associated with the New Fork acquisition and additional professional service costs incurred. General and administrative costs are closely monitored and the Company continues to use contract personnel whenever needed. Other

16Management 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.

~~Total~~Contractual other expenses for the nine months ended October 31, 2012 were $162,244 compared to $17,110 for the nine months ended October 31, 2011. Most of this increase was attributable to the interest expense associated with warrants issued during the most recent quarter.Obligations

~~During~~The ~~the~~Company ~~nine months~~entered ~~ended~~into ~~October~~an ~~31,~~employment ~~2012~~agreement ~~the~~with ~~Company~~James ~~recognized~~Baughman ~~$281~~on March 19,~~477~~ of2012. The ~~impairment charges~~term ~~relating~~is toindefinite ~~our~~and ~~mineral~~provides ~~interests~~for ~~compared~~an toannual ~~$-0-~~salary of ~~impairment~~$36,000. Upon ~~charges for~~termination ~~the~~without ~~nine~~cause, ~~months~~Mr. ~~ended~~Baughman ~~October~~is ~~31,~~entitled ~~2011. The~~to ~~impairment~~two ~~charges resulted~~times ~~from~~ the ~~Company’s~~annual ~~evaluation~~salary, oftwo ~~certain~~times ~~mineral~~the ~~interests~~targeted ~~associated with~~annual ~~the~~bonus ~~New~~and ~~Fork~~accrued ~~acquisition~~but unused vacation time.

~~For~~Off ~~the~~Balance ~~nine~~Sheet ~~months ended October 31, 2012, the Company reported a net loss of $1,013,683 compared to a net loss of $426,258 for the nine months ended October 31, 2011.~~ Arrangements

~~Liquidity~~The ~~and Financial~~Company ~~Condition~~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.

~~The~~Recently ~~Company~~Issued ~~had unrestricted cash on hand at October 31, 2012, of $80,632 compared to $315 on January 31, 2012. The increase was attributable to cash injected from the acquisition of New Fork~~ and ~~note~~Adopted ~~payable~~Accounting ~~from an unaffiliated accredited investor. The Company also holds restricted cash of $35,000 relating to reclamation bonds covering the mineral properties acquired from Tournigan Energy.~~Pronouncements

~~Current~~There ~~liabilities amounted~~were tovarious ~~$1,100,111~~updates onrecently ~~October 31~~issued, ~~2012~~most ~~compared to $845,654 on January 31, 2012~~ of which ~~$747,603~~represented ~~and~~technical ~~$839,040,~~corrections ~~respectively, were owed~~ to ~~affiliates. The~~the ~~Company~~accounting ~~increased~~literature ~~its~~or ~~current~~application ~~liabilities due~~ to aspecific ~~$300,000~~industries. ~~bridge loan~~None ~~from~~of athe ~~non-affiliate~~updates onare ~~August~~expected ~~31, 2012, which is currently in default. Current assets amount~~ to ~~$333,239~~have ~~resulting in~~ a ~~working~~material ~~capital~~impact ~~deficit of~~on ~~$766,872~~the atCompany's ~~October~~consolidated ~~31,~~financial ~~2012~~statements.

~~Cash~~Critical ~~used~~Accounting ~~in operating activities for the nine months ended October 31, 2012 was $418,247 compared to $232,432 for the nine months ended October 31, 2011.~~Policies

~~Cash~~There ~~provided~~were ~~from investing~~no ~~activities~~material ~~for~~changes ~~the nine months ended October 31, 2012 was $297,564 compared~~ to ~~$-0-~~critical ~~for~~accounting ~~the~~policies ~~nine~~since ~~months~~January ~~ended October~~ 31, ~~2011~~2013. ~~This increase was due to an infusion of cash from the New Fork acquisition.~~

~~Cash~~Item ~~provided by financing activities for the nine months ended October 31, 2012 was $201,000 compared to $180,000 for the nine months ended October 31, 2011~~3. ~~The increase~~ ~~was~~QUANTITATIVE ~~primarily~~AND ~~due~~QUALITATIVE toDISCLOSURES ~~proceeds~~ABOUT ~~from~~MARKET ~~the sale of common stock and a bridge loan, offset by repayment of a portion of a shareholder note payable~~RISK.

~~The~~ Not ~~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~~applicable. ~~The Company also recognizes that there is no assurance that adequate additional financing is either available or achievable on terms acceptable to it.~~

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.17

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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, Fischer-Watt 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 Fischer-Watt in exchange for the issuance to the shareholders of an aggregate of 50,000,000 shares of common stock, $.001 par value, of Fischer-Watt.

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

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Critical Accounting Policies

There were no material changes to critical accounting policies since January 31, 2012.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

RISK.

Not applicable.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “"1934 Act”"), as of ~~October 31~~April 30, ~~2012~~2013, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer 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 acting 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.

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

Changes in Internal Control Over Financial Reporting

WeThere ~~had~~has ~~significant changes~~not been any change in our internal ~~control~~controls over financial reporting ~~(as~~that ~~defined~~occurred ~~in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the 1934 Act)~~ during ~~the~~our ~~nine~~quarterly ~~months~~period ended ~~October~~April 3130,2013 ~~2012,~~ that ~~have~~has materially affected, or ~~are~~ ~~reasonably~~is reasonable likely to materially affect, our internal ~~control~~controls over financial ~~reporting~~ ~~as a result of the acquisition of New Fork~~reporting. Primarily we had changes in key personnel and changes in key policies and procedures as we integrated the results of this new entity. We continue to develop controls and procedures and plans to implement additional controls and procedures sufficient to accurately report our financial performance in the foreseeable future.

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PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None.

Item 1A. RISK FACTORS

There have been no material changes to the risk factors set forth in Item 1A. to Part II of our Form 10-QK, as filed on ~~July~~April 616, ~~2012~~2013, except to the extent factual information disclosed elsewhere in this Form 10-Q relates to such risk factors.

~~Item 2. UNREGISTERED SALES OF EQUITY SECURITIES~~18

OnItem ~~June 19, 2012 the Company issued~~ 2~~,000,000 shares of common stock and a warrant to purchase 1,000,000 shares of our common stock at $0~~.05 UNREGISTERED ~~per~~SALES ~~share~~OF ~~within~~EQUITY aSECURITIES three year period. The Company received $50,000 for the purchase of these securities. The common stock and warrant were issued to the investor in reliance on the exemption from registration contained in Rule 506 of Regulation D under the Securities Act of 1933. No commissions or other remuneration were paid on the transaction.

On April 26, 2013 closed on an investment of $10,000. On April 30, 2013, the Company accepted a stock subscription for $25,000 which was paid on May 1, 2013.the Company issued 500,000 shares and 1,250,000 shares respectively at $0.02 per share. Each share included one-half warrant exercisable at $0.25 per share with a term of five years from issuance. Subsequent to the quarter ended April 30, 2013 the Company accepted subscription agreements from four investors for an aggregate amount of $80,000 by the issuance of 4,000,000 shares of common stock at $0.02 per share.Each share included one-half warrant exercisable at $0.25 per share with a term of three years from issuance. The common stock and warrant were issued to the investor in reliance on the exemption from registration contained in Rule 506 of Regulation D under the Securities Act of 1933. No commissions or other remuneration were paid on the transaction.

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 which 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.

Item 3. DEFAULTS UPON SENIOR SECURITIES

On August 31, 2012 the ~~October~~Company 30entered into a $300, ~~2012~~000 ~~maturity~~bridge ~~date~~loan financing arrangement with an unaffiliated accredited investor, the ~~Company~~proceeds ~~failed~~of which were used to pay maintenance fees to the ~~principal~~Bureau of Land Management and ~~interest outstanding~~general onoperating expenses of the ~~August~~Company. The ~~31,~~note ~~2012~~payable ~~Secured~~bears ~~Convertible~~interest ~~Promissory~~at ~~Note~~a ~~issued~~rate ~~by the~~of ~~Company~~15% toper anannum ~~unaffiliated~~and ~~accredited~~was ~~investor~~due and payable on or before October 30, 2012. As ~~such~~of April 30, 2013, the Company is inwas ~~default~~unable ~~under~~to repay the note, ~~which~~thus, isthe ~~secured~~Company byis ~~all~~in ofdefault on the ~~real~~note. The ~~and~~default ~~personal property~~interest rate is 45%. As of April 30, 2013 the ~~Company. The~~balance ~~default~~due, including interest, ~~rate~~is on$376,807. In addition, the note is ~~45%. The~~secured ~~principal~~by ~~amount~~all of the ~~note~~property isof ~~$300,000~~the Company. WeThe ~~are~~Company is currently engaged in discussions with the lender with regard to negotiating an extension on the note.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

2119

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Item 6. EXHIBITS

Exhibit No.	Document
3.1	Articles of Incorporation, as amended. Filed ~~herewith~~as Exhibit 3.1 to Form 10-Kfiled May 16, 2013 and incorporated herein by reference.
3.2	By-laws of the Corporation, as amended. ~~Amended~~Filed ~~and~~as ~~Restated~~Exhibit 3.2 ~~Filed~~to ~~herewith~~Form 10-K filed May 16, 2013 and incorporated herein by reference.
10.1	Note and Warrant Purchase Agreement, dated August 31, 2012 between the Corporation and BOCO Investments, LLC. Filed herewith.
31	Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer and Acting Chief Financial Officer. Filed herewith.
31	Officers Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for James G. Baughman. 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.
32	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 for James G. Baughman. Filed herewith.
101	Interactive data files pursuant to Rule 405 of Regulation S-T. Filed herewith.

2220

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SIGNATURES

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

		CYCLONE URANIUM CORPORATION
Date:	~~December~~June 1719, ~~2012~~2013	By:	/s/ James G. Baughman
			James G. Baughman
			President and Chief Executive Officer
			Chief Executive and Acting Chief Financial Officer

2321

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