FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~July~~October 31, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT Commission file number: 0-17386 CYCLONE URANIUM CORPORATION (Exact name of the registrant as specified in its charter) Nevada 88-0227654 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 2186 S. Holly St., Suite 5 Denver, CO 80222 (Address of principal executive offices) 303-800-0678 Telephone number, including Area code (Former name or former address if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company: Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting Company x There were 159,562,125 shares of the issuer's common stock, par value $0.001, outstanding as of ~~September~~December 1711, 2014. 1

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.

CYCLONE URANIUM CORPORATION QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED ~~JULY~~OCTOBER 31, 2014 CONTENTS PART I – Financial Information Item 1. Financial Statements 4 Condensed consolidated financial statements and notes (unaudited): Balance sheets 4 Statements of operations 5 Statements of cash flows 6 Notes to unaudited condensed consolidated financial statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 1213 Item 3. Quantitative and Qualitative Disclosures About Market Risk 16 Item 4. Controls and Procedures 1716 PART II – Other Information Item 1. Legal Proceedings 17 Item 1A. Risk Factors 17 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17 Item 3. Defaults Upon Senior Securities 1817 Item 4. Mine Safety Disclosure 18 Item 5. Other Information 18 Item 6. Exhibits 19 Signatures 20 3

ITEM 1. Financial Statements and Notes Cyclone Uranium Corporation Condensed Consolidated Balance Sheets ~~July~~ October 31, 2014 (unaudited) January 31, 2014 ASSETS CURRENT ASSETS Cash $ ~~3,251~~323 $ 2,582 Restricted deposits 35,184 35,184 Prepaid and other current assets 121,~~461~~000 81,607 Total Current Assets 5036,~~896~~507 119,373 OTHER ASSETS Mineral interests ~~1,400,000~~- 1,400,000 Total Other Assets ~~1,400,000~~- 1,400,000 TOTAL ASSETS $ 136,~~450,896~~507 $ 1,519,373 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable and accrued expenses $ ~~313~~366,~~471~~779 $ 255,886 Accounts payable and accrued expenses - related party 98107,~~349~~350 88,657 Accounts payable and accrued expenses - shareholders ~~588~~555,~~743~~230 550,620 Notes payable-shareholders ~~345~~195,000 345,000 Note payable 300,000 300,000 Total Current Liabilities 1,~~645~~524,~~563~~359 1,540,163 STOCKHOLDERS' EQUITY (DEFICIT) Common stock, $0.001 par value, 600,000,000 shares authorized 159,562,125 and 149,562,125 shares issued and outstanding, respectively 159,561 149,561 Additional paid-in capital 21,~~367~~369,~~162~~193 21,268,482 Accumulated (deficit) (2123,~~721~~016,~~390~~606) (21,438,833) Total Stockholders' Equity (Deficit) (~~194~~1,~~667~~487,852) (20,790) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 136,~~450,896~~507 $ 1,519,373 The accompanying notes are an integral part of these condensed consolidated financial statements. 4

Cyclone Uranium Corporation Condensed Consolidated Statement of Operations (unaudited) For the three and ~~six~~nine months ended ~~July~~October 31, 2014 and 2013 For the three months ended ~~July~~October 31, For the ~~six~~nine months ended ~~July~~October 31, 2014 2013 2014 2013 (unaudited) (unaudited) (unaudited) (unaudited) REVENUE $ - $ - $ - $ - COSTS AND EXPENSES Exploration expense 3511,~~147~~461 5434,~~166~~470 6980,~~147~~607 ~~102~~137,~~914~~383 General and administrative 2137,~~445~~504 ~~126~~36,~~452~~102 ~~106~~144,~~681~~186 ~~230~~266,~~391~~494 TOTAL OPERATING EXPENSES 56 48,~~592~~965 ~~180~~70,~~618~~572 ~~175~~224,~~828~~793 ~~333~~403,~~305~~877 LOSS FROM OPERATIONS (5648,~~592~~965) (~~180~~70,~~618~~572) (~~175~~224,~~828~~793) (~~333~~403,~~305~~877) OTHER INCOME (EXPENSES) Interest expense - related party - - - - Interest expense (34,872) (34,872) (68103,~~606~~478) (68103,~~606~~477) Interest expense - shareholder (195,~~377~~323) (948,~~232~~503) (3843,~~123~~446) (1968,~~500~~003) ~~Interest~~Impairment ~~income~~of mineral interests (1,400,000) - (1,400,000) - Relief of payables and other indebtedness 188,836 - ~~106~~188,836 - Other income 5,108 - 5,108 105 TOTAL OTHER INCOME (EXPENSES) (541,~~249~~246,251) (4483,~~104~~375) (~~106~~1,~~729~~352,980) (88171,~~000~~375) LOSS BEFORE TAXES (~~110~~1,~~841~~295,216) (~~224~~153,~~722~~947) (~~282~~1,~~557~~577,773) (~~421~~575,~~305~~252) INCOME TAXES - - - - NET LOSS $ (~~110~~1,~~841~~295,216) $ (~~224~~153,~~722~~947) $ (~~282~~1,~~557~~577,773) $ (~~421~~575,~~305~~252) NET LOSS PER COMMON SHARE, BASIC AND DILUTED $ (0.0001) $ (0.00) $ (0.0001) $ (0.00) WEIGHTED AVERAGE NUMBER OFOFCOMMON ~~COMMON~~ STOCK SHARES OUTSTANDING, BASIC AND DILUTED ~~155~~157,~~214~~388,~~299~~212 ~~146~~149,~~869~~404,~~190~~516 ~~152~~154,~~435~~836,~~053~~850 144,~~024~~622,~~832~~632 The accompanying notes are an integral part of these condensed consolidated financial statements. 5

Cyclone Uranium Corporation Statements of Cash Flows (unaudited) For the ~~six~~nine months ended ~~July~~October 31, 2014 For the ~~six~~nine months ended ~~July~~ October 31, 2014 ~~July~~ October 31, 2013 (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (~~282~~1,~~557~~577,773) $ (~~421~~575,~~305~~252) Adjustments to reconcile net (loss) to net cash (used in) operating activities: Impairment of mineral interests 1,400,000 - Relief of payables and other indebtedness (188,836) - Stock based compensation 810,~~680 73~~711 52,~~108~~193 Non cash interest expense - 33,286 Changes in assets and liabilities: Prepaid and other current assets 6980,~~146 120~~607 15,~~105~~536 Accounts payable and accrued expenses 57110,~~585 52~~893 109,~~433~~055 Accounts payable and accrued expenses, related party 918,~~692~~ 693 (8,~~376~~030) Accounts payable and accrued expenses - shareholders 3843,~~123 25~~446 40,~~275~~492 Net cash used in operating activities (99102,~~331~~259) (~~158~~332,~~760~~720) CASH FLOWS FROM FINANCING ACTIVITIES: Cash received from sale of common stock 100,000 ~~160~~ 170,000 Proceeds from notes payable - 150,000 Net cash provided by financing activities 100,000 ~~160~~ 320,000 INCREASE (DECREASE) IN CASH ~~669 1~~(2,~~240~~ 259) (12,720) Cash, beginning of period 2,582 21,323 Cash, end of period $ ~~3,251~~ 323 $ 22 8,~~563~~603 The accompanying notes are an integral part of these condensed consolidated financial statements. 6

CYCLONE URANIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~July~~October 31, 2014 (Unaudited) NOTE 1 – Nature of Operations and Basis of Presentation Cyclone Uranium Corporation (“Cyclone” or the “Company”), and its subsidiaries are engaged in the business of mining and mineral exploration. This includes locating, acquiring, exploring, improving, leasing and developing mineral interests, primarily in the field of uranium. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) pursuant to Item 210 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2014. The accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements in the Report on Form 10-K for the year ended January 31, 2014, and are supplemented throughout the notes to condensed consolidated financial statements. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes included in the Company’s Report on the Form 10-K for the year ended January 31, 2014. The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. In June 2014, the FASB issued ASU No. 2014-10, which amended Accounting Standards Codification (ASC) Topic 915 Development Stage Entities. The amendment eliminates certain financial reporting requirements surrounding development stage entities, including an amendment to the variable interest entities guidance in ASC Topic 810, Consolidation. The amendment removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other entities from U.S. GAAP. Consequently, the amendment eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This amendment is effective for fiscal years beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company has made the election to early adopt this amendment effective June 30, 2014 and, as a result, the Company is no longer presenting or disclosing the information previously required under Topic 915. The early adoption was made to reduce data maintenance by removing all incremental financial reporting requirements for development stage entities. The adoption of this amendment alters the disclosure requirements of the Company, but it does not have any material impact on the Company’s financial position or results of operations for the current or any prior reporting periods. In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact the adoption of ASU 2014-15 will have on our financial statements and related disclosures. 7

NOTE 2 - Going Concern The Company has an accumulated deficit of $23,016,606 and has a working capital deficit of $1,487,852 at October 31, 2014. The Company has no current revenue producing operations and is in default on all of its outstanding debt. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to achieve its operating goals and thus positive cash flows from operations is dependent upon the future market price of metals, future capital raising efforts, and the ability to achieve and sustain efficient revenue producing operations. Management's plans will require additional financing, reduced exploration activity or disposition of or joint ventures with respect to mineral properties. While the Company has been successful in capital raising endeavors in the past, there can be no assurance that its future efforts and anticipated operating improvements will be successful. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. NOTE 3 - Notes Payable Shareholders In 2005, a shareholder advanced $30,000 to the Company for working capital purposes and to assist in identification of new mining properties. This loan is due on demand and bore interest at 5% per annum through January 31, 2009, at which time the interest rate increased to 10% per annum. During the years ended January 31, 2010 and 2009, the shareholder advanced an additional $50,000 and $80,000, respectively, under substantially identical terms. On August 31, 2011, the shareholder advanced a further $150,000 and added an additional $30,000 on October 27, 2011, for a loan total of $340,000 at January 31, 2012. The additional loans were drafted under identical terms of previous loans advanced to the Company. Payments of $180,000 were made on these loans during the year ended January 31, 2013. As of October 31, 2014 principal and interest due are $160,000 and $126,189. On January 7, 2013, the Company entered into an agreement with a shareholder in the form of a promissory note payable, in the amount of $35,000. The terms of the note include an interest rate of 15% that is accrued and due upon maturity. The note and accrued interest was due and payable July 7, 2013. As of October 31, 2014, the Company had recorded $8,213 in accrued interest. In connection with the note payable, the Company issued a warrant to purchase 1,000,000 shares of common stock, exercisable on or before January 7, 2016 at $0.02 per share. The fair value of the warrant at the date of grant was $25,417 using a Black Scholes option pricing model using inputs described in Note 5, and the full expense was recorded as of the date of issuance. As of October 31, 2014, the Company is in default on the note. On October 31, 2014 the balance due, including interest is $44,536. We are currently engaged in discussions with the lender to extend the note. On August 30, 2013, the Company entered into an agreement with a shareholder in the form of a promissory note payable, in the amount of $150,000. The terms of the note include an interest rate of 30% per annum. The note was due and payable 120 days from August 30, 2013. In addition, the Note was secured by a pledge of certain shares of common stock owned by James Baughman, CEO of the Company. In connection with the financing agreement, on August 30, 2013 the Company issued a warrant to purchase 5,000,000 shares of common stock, exercisable on or before August 30, 2016 at $0.02 per share. The fair value of the warrant at the date of grant was $119,698 using a Black Scholes option pricing model using inputs described in Note 5. The proceeds from the note were allocated to notes payable and warrants based on the relative fair value of the debt and warrants. The remaining amount of $66,573 was amortized and expensed over the life of the note which matured December 30, 2013. 8

~~The~~ On August 27, 2014, the Company ~~has~~entered aninto ~~accumulated~~a ~~deficit~~Settlement Agreement and General Release document with the lender that releases the Company’s obligation to pay on this note in exchange for 400,000 common shares of WestMountain Gold, Inc. that had been pledged by James Baughman, which had been collateralized per the note. The principal balance due of $21150,~~721~~000,~~390~~ accrued interest of $38,836 and ~~has~~legal expenses of $2,500, for a ~~working~~total ~~capital~~of ~~deficit~~$191,336, was due on this obligation. The Company recorded an accrual and legal expense for the $2,500. The principal and interest was recorded as other income as a debt extinguishment. With the release of this obligation, the Company has $1-0- balance due on the note. Non-affiliated On August 31,~~594~~ 2012 the Company entered into a $300,~~667~~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 ~~July~~a rate of 15% per annum and was due and payable on or before October 30, 2012. As of October 31, 2014, the Company is in default on the note. The default interest rate is 45%. As of October 31, 2014 the balance due, including interest, is $584,900. The Note is secured by all of the property of the Company ~~has~~in noaddition ~~current~~to ~~revenue~~a ~~producing~~pledge ~~operations~~of certain shares of common stock owned by James Baughman, Maria Baughman, Purcell Group LLC and Publican Capital Corporation. The Company is currently engaged in ~~default~~settlement onnegotiations ~~its~~with ~~$300~~lender for payment of the note. NOTE 4 – Stockholders’ Equity (Deficit) On June 9,~~000~~ 2014 the Company, ~~$150~~issued 10,000,000 ~~and~~shares of common stock for a $35100,000 ~~notes~~investment ~~payable~~received from an accredited investor. ~~These~~Each share also includes one warrant exercisable at $0.05 per share with a term of five years from issuance. Based on the terms and conditions ~~raise~~of ~~substantial~~the ~~doubt~~warrants, ~~about~~we have concluded that all of the warrants issued meet the criteria for equity classification. NOTE 5 - Common Stock Options and Warrants The Company's ~~ability~~2012 Stock toOption ~~continue~~Plan adopted asby 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 ~~going~~time ~~concern~~determined at the discretion of the Company's Board of Directors. All options expire if not exercised within 10 years from the date of grant, unless stated otherwise by the Board of Directors upon issuance. The Company records stock-based compensation expense ratably over the vesting period for the fair value of options granted under the Company's 2012 Stock Option Plan. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model. On March 25, 2013 the Company issued stock options to purchase 4,000,000 shares of common stock to an individual providing contract CFO services to the Company, half of which vested upon issuance and twenty five percent will vest in each of the subsequent two years of service to the Company. The options were priced at $0.02 per share and will expire five years from the date of issuance. The fair value of the option grant was estimated on the date of grant utilizing the Black-Scholes option pricing model. The fair value of these options was determined to be $79,498 Based on the following assumptions: expected life of the options of 5 years, expected volatility of 243.9%, risk-free interest rate of 0.80% and no dividend yield. These options will be expensed over their vesting schedule. 9

~~The~~ On ~~ability~~March of25, 2013 the Company issued stock options to ~~achieve~~purchase ~~its~~500,000 ~~operating~~shares ~~goals~~of ~~and~~common ~~thus~~stock ~~positive~~to ~~cash~~an ~~flows~~individual ~~from~~providing ~~operations~~contract isaccounting ~~dependent~~services ~~upon~~to the ~~future~~Company, ~~market~~half ~~price~~ of ~~metals,~~which ~~future~~vested ~~capital~~upon ~~raising~~issuance ~~efforts,~~ and the ~~ability~~other half will vest after one year of service to ~~achieve~~the ~~and~~Company. The ~~sustain~~options ~~efficient~~were ~~revenue~~priced ~~producing~~at ~~operations~~$0.02 ~~Management's~~per ~~plans~~share and will ~~require~~expire ~~additional~~five ~~financing,~~years ~~reduced~~from ~~exploration~~the ~~activity~~date orof ~~disposition~~issuance. The fair value of orthe ~~joint~~options ~~ventures~~granted ~~with~~is ~~respect~~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 ~~mineral~~be ~~properties~~$9,937. ~~While~~On the ~~Company~~date ~~has~~of ~~been~~grant, ~~successful~~utilizing inthe ~~capital~~Black-Scholes ~~raising~~model, ~~endeavors~~the infollowing assumptions were used: expected life of the ~~past~~options of 5 years, ~~there~~expected ~~can~~volatility beof no243.9%, ~~assurance~~risk-free ~~that~~interest ~~its~~rate ~~future~~of ~~efforts~~0.80% and ~~anticipated~~no ~~operating~~dividend ~~improvements~~yield. These options will be ~~successful~~expensed over their vesting schedule. Weighted Average Exercise Price Number ofShares Options Outstanding at January 31, 2014 14,750,000 $ 0.12 Issued - - Exercised - - Expired/Cancelled - - Outstanding at October 31, 2014 14,750,000 $ 0.12 Exercisable at October 31, 2014 13,750,000 $ 0.13 The following table summarizes information about stock options at October 31, 2014: Weighted Average Number Outstanding Weighted Average Number Exercisable Weighted Average Exercise Price Range of Prices Weighted Average Exercise Price Contractual Life $0.02 4,500,000 3.40 yrs $0.02 3,500,000 $0.02 $0.05 2,000,000 1.55 yrs $0.05 2,000,000 $0.05 $0.06 5,650,000 1.18 yrs $0.06 3,150,000 $0.06 $0.08 500,000 0.22 yrs $0.08 500,000 $0.08 $0.30 100,000 0.22 yrs $0.30 100,000 $0.30 $0.60 2,000,000 1.35 yrs $0.60 2,000,000 $0.60 Weighted Average Exercise Price Number of Shares Warrants Outstanding at January 31, 2014 18,064,000 $0.08 Issued 10,000,000 $0.05 Exercised - - Expired/Cancelled - - Outstanding at October 31, 2014 28,064,000 $0.07 Exercisable at October 31, 2014 28,064,000 $0.07 10

~~The~~ On ~~consolidated~~October ~~financial~~31, ~~statements~~2014, dothe ~~not~~Company ~~include~~had ~~any~~the ~~adjustments~~following outstanding warrants: Weighted Average Exercise Price Remaining Contractual Life Exercise Price Times Number of Shares Exercise Price Number of Shares $0.02 12,814,000 2.32 yrs $ 256,280 $0.02 $0.05 11,000,000 4.25 yrs $ 550,000 $0.05 $0.25 4,250,000 3.58 yrs $ 1,000,000 $0.25 28,064,000 Fair Value Considerations: GAAP establishes a fair value hierarchy that prioritizes the inputs to ~~reflect~~valuation techniques used to measure fair value. As presented in the ~~possible~~tables ~~future~~below, ~~effects~~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 ~~recoverability~~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 ~~classification~~that are significant to the fair value of the assets or liabilities. On March 25, 2013, options to purchase 4,500,000 shares of common stock were issued to contractors, which require fair value measurement for the ~~amounts~~unvested options on a quarterly basis. The options were revalued again using the Black-Scholes option pricing model for the quarter ended October 31, 2014 based on the following assumptions: expected life of the options of 3.50 years, expected volatility of 205.34%, risk-free interest rate of 1.62% and ~~classification~~a stock price of ~~liabilities~~$0.01 per share. Based on these assumptions, the Company calculated that ~~may~~the ~~result~~value ~~from~~for the ~~possible~~unvested ~~inability~~options ofhad decreased by $2,938 during the ~~Company~~quarter towhich ~~continue~~was recorded as a ~~going~~negative ~~concern~~stock option expense in the quarter ended October 31, 2014. 11

NOTE 36 - ~~Notes~~Related ~~Payable~~Party Transactions During 2011, Minex Exploration which is controlled by our Director Gregory Schifrin, provided services to New Fork related to maintaining our mining claims in Sweetwater County, Wyoming for $86,358. As of October 31, 2014, $51,359 was owed to Minex Exploration for these services. NOTE 7 – Mineral Interests and Maintenance Fees On September 2, 2014 the annual lease payments to the Bureau of Land Management were due for our federal mining claims covering about 10,000 acres of land in Arizona and Wyoming and account for substantially all of the assets in the Company. We were unable to raise the capital required to make these payments to the BLM and as a result have lost all rights and interests in these claims. As of October 31, 2014, the Company recorded a loss of $1.4 million related to the mineral interests. For the three months ended October 31, 2014, the Company recorded an exploration expense of $11,461. All prepaid expenses related to maintenance fees are now at $-0- on the Balance Sheet. Management is currently assessing the options for the Company going forward. 12

~~Shareholders~~ ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Cautionary Statement about Forward-Looking Statements This Form 10-Q contains forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “hopes,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, the Company’s plans for a drill program, the Company’s potential for joint venture partners, and other characterizations of future events or circumstances are forward-looking statements. The Company’s properties are without known reserves and any proposed projects or drill programs are exploratory in nature. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified under “Risk Factors” in our Form 10-K for the year ended January 31, 2014. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. The Company is under no duty to update any of these forward-looking statements after the date of this report. You should not place undue reliance on these forward-looking statements. Overview Cyclone Uranium Corporation (formerly known as Fischer-Watt Gold Company, Inc., collectively with its subsidiaries, "Cyclone Uranium", “Cyclone" or the "Company"), was formed under the laws of the State of Nevada in 1986. Cyclone Uranium's primary business is mining and mineral exploration, and to that end to own, acquire, improve, sell, lease, convey lands or mineral claims or any right, title or interest therein; and to search, explore, prospect or drill for and exploit ores and minerals therein or thereupon. Mineral Properties Through several acquisitions, the Company evolved and has focused on building a portfolio of uranium mining claims in Wyoming, and Arizona, the most recent of which was the March 14, 2012 acquisition of New Fork. New Fork's assets are comprised of 521 federal mining claims covering about 10,000 acres of BLM land. These claims cover a large portion of the sinuous, uranium bearing roll-front that exists in this part of south-central Wyoming. The Company’s existing Cyclone Rim claims cover a 28-mile extent of the western portion of this same roll-front trend. This area of Sweetwater County is a historical uranium-mining district that is seeing a resurgence of development activity. Until September 2, 2014 the Company held significant acreage on key uranium ground in the Red Desert. The Company is currently in negotiations to replace the mineral properties that were lost. 13

In 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 ~~shareholder~~geologist ~~advanced~~for ~~$30~~more than 25 years in mining operations and mineral exploration projects for precious,~~000~~ base metals, and uranium and has also provided technical services and project management for a number of major and junior mining companies. On September 2, 2014 the annual lease payments to the ~~Company~~Bureau of Land Management were due for ~~working~~our ~~capital~~federal ~~purposes~~mining claims covering about 10,000 acres of land in Arizona and Wyoming and account for substantially all of the assets in the Company. We were unable to ~~assist~~raise the capital required to make these payments to the BLM and as a result have lost all rights and interests in ~~identification~~these claims. As of ~~new~~October ~~mining~~31, ~~properties~~2014, the Company recorded a loss of $1. ~~This~~4 ~~loan~~million isrelated ~~due~~to onthe ~~demand~~mineral interests. Results of Operations The following discussion involves the results of operations for the three and ~~bore~~nine ~~interest~~months atended 5%October ~~per~~31, ~~annum~~2014 ~~through~~and ~~January~~October 31, ~~2009~~2013. The Company had no revenue from production during the three and nine months ended October 31, at2014 ~~which~~or ~~time~~2013 as the ~~interest~~Company ~~rate~~had ~~increased~~no properties in production. Exploration expenses for the three months ended October 31, 2014 were $11,461 compared to ~~10%~~$34,470 ~~per~~for ~~annum~~the three months ended October 31, 2013. ~~During~~For the ~~years~~nine months ended ~~January~~October 31, ~~2010~~2014 and ~~2009~~October 31, 2013, the ~~shareholder~~exploration ~~advanced~~expenses anwere ~~additional~~ $5080,~~000~~607 and $80137,~~000~~383, respectively,. ~~under~~This ~~substantially~~decrease ~~identical~~for ~~terms~~the three and nine months are attributed to management’s decision to not renew certain claims that were deemed to be more speculative in the last year which weren’t adding to the Company’s strategy and then not being able to renew all of the Company’s claims in September 2014. General Onand ~~August~~administrative expenses for the three months ended October 31, ~~2011~~2014 were $37,505 compared to $36,102 for the ~~shareholder~~three ~~advanced~~months aended ~~further~~October ~~$150~~31,~~000~~ 2013. For the nine months ended October 31, 2014 and ~~added~~2013, angeneral ~~additional~~and administrative expenses were $30144,~~000~~186 onand $266,494, respectively. This decrease for the three and nine month comparable periods are attributed primarily to a decrease in professional services in 2014. Total other expenses for the three months ended October 2731, ~~2011~~2014 were $661,351 compared to $83,375 for athe ~~loan~~three ~~total~~months ofended ~~$340~~October 31,~~000~~ at2013. Total ~~January~~other expenses for the nine months ended October 31, ~~2012~~2014 and October 31, 2013 were $768,080 and $171,375, respectively. The ~~additional~~increase ~~loans~~in both comparable periods were ~~drafted~~due ~~under~~to ~~identical~~the ~~terms~~$1.4M write off of ~~previous~~mineral ~~loans~~interests ~~advanced~~and tothe forgiveness of indebtedness for a past due note payable. (See Footnotes 3 and 7) For the three months ended October 31, 2014, the Company. ~~Payments~~reported a net loss of $~~180~~1,~~000~~295,216 ~~were~~compared ~~made~~to ona ~~these~~net ~~loans~~loss ~~during~~of $153,947 for the ~~year~~three months ended ~~January~~October 31, 2013. As ofFor ~~July~~the nine months ended October 31, 2014, ~~principal~~the ~~and~~Company ~~interest~~reported ~~due~~a ~~are~~net loss of $~~160~~1,~~000~~577,773 compared to a net loss of $575,252 for the nine months ended October 31, 2013. Liquidity and Financial Condition The Company had unrestricted cash on hand at October 31, 2014, of $~~119~~323 compared to $2,~~477~~582 on January 31, 2014. The Company also holds restricted cash of $35,184 relating to reclamation bonds covering the mineral properties acquired from Tournigan Energy. 14

On Current ~~January~~liabilities 7amounted to $939,459 ~~2013~~on October 31, ~~the~~2014 ~~Company~~compared ~~entered~~to ~~into~~$1,540,163 anon ~~agreement~~January ~~with~~31, a2014. ~~shareholder~~This indecrease of $600,704 is associated with the ~~form~~forgiveness of adebt ~~promissory~~that ~~note~~was ~~payable,~~recorded induring the ~~amount~~nine ofmonths ~~$35~~ended October 31,~~000~~ 2014. ~~The~~Current ~~terms~~assets ofamounted ~~the~~to ~~note~~$36,507 ~~include~~resulting anin ~~interest~~a ~~rate~~working capital deficit of ~~15%~~$902,952 ~~that~~at isOctober ~~accrued~~31, ~~and~~2014. Cash ~~due~~used ~~upon~~in ~~maturity.~~operating ~~The~~activities ~~note~~for ~~and~~the ~~accrued~~nine ~~interest~~months ended October 31, 2014 was ~~due~~$102,259 ~~and~~compared ~~payable~~to ~~July~~$332,720 7for the nine months ended October 31, 2013. Cash Asprovided ofby ~~July~~financing ~~31,~~activities ~~2014,~~for the ~~Company~~nine ~~had~~months ~~recorded~~ended $8October 31,~~213~~ in2014 ~~accrued~~was ~~interest.~~$100,000 Incompared ~~connection~~to ~~with~~$320,000 for the ~~note~~nine ~~payable~~months ended October 31, 2013. Because the Company ~~issued~~was aunable ~~warrant~~ to ~~purchase~~make ~~1,000,000~~its ~~shares~~annual oflease ~~common~~payments ~~stock~~on September 2, ~~exercisable~~2014 onto orthe ~~before~~Bureau ~~January~~of 7Land Management, ~~2016~~it atrecorded ~~$0.02~~an ~~per~~impairment ~~share~~of its assets. ~~The~~Other ~~fair~~than ~~value~~nominal ofcash, the ~~warrant~~Company athas ~~the~~no ~~date~~assets. It ofis ~~grant~~currently ~~was~~trying ~~$25,417~~to ~~using~~raise aadditional ~~Black~~capital ~~Scholes~~and ~~option~~is ~~pricing~~exploring ~~model~~and ~~using~~evaluating ~~inputs~~additional ~~described~~assets to acquire. The Company is currently in ~~Note~~negotiations 4,to ~~and~~replace the ~~full~~mineral ~~expense~~assets ~~was~~that ~~recorded~~were aslost. The ofCompany's ~~the~~financial ~~date~~statements ofare ~~issuance. As~~prepared ofon ~~July~~a ~~31,~~going ~~2014~~concern basis, which contemplates the ~~Company~~realization isof inassets ~~default~~and onsatisfaction of liabilities in the ~~note~~normal course of business. On ~~July~~The ~~31,~~Company ~~2014~~has ~~the~~experienced ~~balance~~significant ~~due,~~net ~~including~~losses ~~interest~~since isinception ~~$43,213. We~~and ~~are~~has ~~currently~~a ~~engaged~~significant innegative ~~discussions~~working ~~with~~capital position. These issues raise substantial doubt about the ~~lender~~Company's ability to ~~extend~~continue ~~the~~as ~~note~~a going concern. 15

On Off ~~August~~Balance ~~30,~~Sheet ~~2013,~~Arrangements The ~~the~~ Company ~~entered~~has ~~into~~no anoff-balance ~~agreement~~sheet ~~with~~arrangements athat ~~shareholder~~have inor ~~the~~are ~~form~~reasonably oflikely to have a ~~promissory~~current ~~note~~or ~~payable~~future effect on our financial condition, changes in ~~the~~financial ~~amount~~condition, revenues or expenses, results of ~~$150~~operations,~~000~~ liquidity, capital expenditures or capital resources that are material to our shareholders. Recently ~~The~~issued ~~terms~~and ofadopted accounting pronouncements In June 2014, the ~~note~~FASB ~~include~~issued ASU No. 2014-10, which amended Accounting Standards Codification (ASC) Topic 915 Development Stage Entities. The amendment eliminates certain financial reporting requirements surrounding development stage entities, including an amendment to the variable interest ~~rate~~entities ofguidance ~~30%~~in ~~per~~ASC ~~annum~~Topic 810, Consolidation. The ~~note~~amendment ~~was~~removes ~~due~~the ~~and~~definition ~~payable~~of ~~120~~a ~~days~~development stage entity from ~~August~~the 30ASC, ~~2013~~thereby removing the financial reporting distinction between development stage entities and other entities from U. InS. ~~addition~~GAAP. Consequently, the ~~Note~~amendment ~~was~~eliminates ~~secured~~the byrequirements afor ~~pledge~~development stage entities to (1) present inception-to-date information in the statements of ~~certain~~income, ~~shares~~cash flows and shareholder equity, (2) label the financial statements as those of ~~common~~a ~~stock~~development ~~owned~~stage byentity, ~~James~~(3) disclose ~~Baughman. In~~a ~~connection~~description ~~with~~of the ~~financing~~development ~~agreement,~~stage onactivities ~~August~~in 30which the entity is engaged, ~~2013~~and (4) disclose the ~~Company~~first ~~issued~~year in which the entity is no longer a ~~warrant~~development tostage ~~purchase~~entity 5that in prior years it had been in the development stage. This amendment is effective for fiscal years beginning after December 15,~~000~~ 2014,~~000~~ ~~shares~~and interim periods therein. Early application of ~~common~~each ~~stock,~~of ~~exercisable~~the onamendments is permitted for any annual reporting period or ~~before~~interim ~~August~~period for which the entity’s financial statements have not yet been issued. The Company has made the election to early adopt this amendment effective June 30, ~~2016~~2014 atand, $0as a result, the Company is no longer presenting or disclosing the information previously required under Topic 915.02 ~~per~~The ~~share~~early adoption was made to reduce data maintenance by removing all incremental financial reporting requirements for development stage entities. The ~~fair~~adoption ~~value~~of this amendment alters the disclosure requirements of the ~~warrant~~Company, atbut it does not have any material impact on the ~~date~~Company’s financial position or results of ~~grant~~operations ~~was~~for ~~$119~~the current or any prior reporting periods. In August 2014,~~698~~ ~~using~~the aFinancial ~~Black~~Accounting ~~Scholes~~Standards ~~option~~Board ~~pricing~~(“FASB”) ~~model~~issued ~~using~~Accounting ~~inputs~~Standards ~~described~~Update in(“ASU”) ~~Note~~No. 42014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ~~The~~ ~~proceeds~~ASU ~~from~~2014-15 ~~the~~is ~~note~~intended ~~were~~to ~~allocated~~define management’s responsibility to ~~notes~~evaluate ~~payable~~whether there is substantial doubt about an organization’s ability to continue as a going concern and ~~warrants~~to ~~based~~provide onrelated footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the ~~relative~~impact ~~fair~~the ~~value~~adoption of ~~the~~ASU ~~debt~~2014-15 will have on our financial statements and ~~warrants~~related disclosures. ~~The~~ There ~~remaining amount~~were ofvarious ~~$66~~other updates recently issued,~~573~~ ~~was~~most ~~amortized~~of ~~and~~which ~~expensed~~represented ~~over~~technical corrections to the ~~life~~accounting literature or application to specific industries. None of the ~~note~~other ~~which~~updates ~~matured~~are ~~December~~expected ~~30,~~to ~~2013~~have a material impact on the Company's consolidated financial statements. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable. Item 4. CONTROLS AND PROCEDURES Disclosure Controls and Procedures As required by Rule 13a-15 under the Securities Exchange Act of ~~July~~1934 (the “1934 Act”), as of October 31, 2014, we carried out an evaluation of the ~~Company~~effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was ~~unable~~carried toout ~~repay~~under the ~~note,~~supervision ~~thus,~~and with the ~~Company~~participation isof inour ~~default~~Chief onExecutive ~~the~~Officer ~~note~~(our principal executive officer). On Based ~~July~~upon 31and as of the date of that evaluation, ~~2014~~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 ~~balance~~Securities ~~due~~and Exchange Commission and to ensure that information required to be disclosed in such reports is accumulated and communicated to our management, including ~~interest,~~our isChief ~~$191~~Executive Officer,~~548~~ to allow timely decisions regarding required disclosures. ~~The~~ However, ~~Company~~management isbelieves ~~currently~~that ~~engaged~~the financial statements included in ~~settlement~~this ~~negotiations~~report ~~with~~present ~~lender~~fairly, ~~for~~in ~~payment~~all material respects, the Company’s consolidated financial position, results of operations and cash flows for the ~~note~~periods presented. Due to our limited financial resources and limited personnel we are not able to, and do not intend to, immediately take any action to remediate the material weaknesses identified. 16

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to our management, including our principal executive officer as appropriate, to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting There has not been any change in our internal controls over financial reporting that occurred during our quarterly period ended October 31, 2014 that has materially affected, or is reasonable likely to materially affect, our internal controls over financial reporting. PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None. Item 1A. RISK FACTORS There have been no material changes to the risk factors set forth in Item 1A. to Part II of our Form 10-K, as filed on May 16, 2014, except to the extent factual information disclosed elsewhere in this Form 10-Q relates to such risk factors. Item 2. UNREGISTERED SALES OF EQUITY SECURITIES On June 9, 2014 the Company, issued 10,000,000 shares of common stock for a $100,000 investment received from an accredited investor. Each share will also include one warrant exercisable at $0.05 per share with a term of five years from issuance. Based on the terms and conditions of the warrants, we have concluded that all of the warrants issued meet the criteria for equity classification. Item 3. DEFAULTS UPON SENIOR SECURITIES On January 7, 2013, the Company entered into an agreement with a shareholder in the form of a promissory note payable, in the amount of $35,000. The terms of the note include an interest rate of 15% that is accrued and paid at the time of maturity. The note and accrued interest are due and payable July 7, 2013. As of October 31, 2014, the Company recorded $8,213 in accrued interest. In connection with the note payable, the Company issued a Warrant to purchase 1,000,000 shares of common stock, exercisable on or before January 7, 2016 at $0.02 per share. The fair value of the warrant at the date of grant was $25,417 using a Black Scholes option pricing model using inputs described in Note 5, and the full expense was recorded as of the date of issuance. As of October 31, 2014, the Company was unable to repay the note, thus, the Company is in default on the note. On October 31, 2014 the balance due, including interest is $43,213. We are currently engaged in discussions with the lender with regard to negotiating an extension on the note. 17

~~Non-affiliated~~ On August 31, 2012 the Company entered into a $300,000 bridge loan financing arrangement with an unaffiliated accredited investor, the proceeds of which were used to pay maintenance fees to the Bureau of Land Management and general operating expenses of the Company. The note payable bears interest at a rate of 15% per annum and was due and payable on or before October 30, 2012. As of ~~July~~October 31, 2014, the Company is in default on the note. The default interest rate is 45%. As of ~~July~~October 31, 2014 the balance due, including interest, is $~~550~~584,~~028~~900. The Note is secured by all of the property of the Company in addition to a pledge of certain shares of common stock owned by James Baughman, Maria Baughman, Purcell Group LLC and Publican Capital Corporation. The Company is currently engaged in settlement negotiations with lender for payment of the note. NOTE 4 – Stockholders’ Equity (Deficit) On June 9, 2014 the Company, issued 10,000,000 shares of common stock for a $100,000 investment received from an accredited investor. Each share also includes one warrant exercisable at $0.05 per share with a term of five years from issuance. Based on the terms and conditions of the warrants, we have concluded that all of the warrants issued meet the criteria for equity classification. NOTE 5 - Common Stock Options and Warrants The Company's 2012 Stock Option Plan adopted by the Board of Directors on September 17, 2012 states that the exercise price of each option will be granted at an amount that equals the fair market value at the date of grant. All options vest at a time determined at the discretion of the Company's Board of Directors. All options expire if not exercised within 10 years from the date of grant, unless stated otherwise by the Board of Directors upon issuance. The Company records stock-based compensation expense ratably over the vesting period for the fair value of options granted under the Company's 2012 Stock Option Plan. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model. On March 25, 2013 the Company issued stock options to purchase 4,000,000 shares of common stock to an individual providing contract CFO services to the Company, half of which vested upon issuance and twenty five percent will vest in each of the subsequent two years of service to the Company. The options were priced at $0.02 per share and will expire five years from the date of issuance. The fair value of the option grant was estimated on the date of grant utilizing the Black-Scholes option pricing model. The fair value of these options was determined to be $79,498 Based on the following assumptions: expected life of the options of 5 years, expected volatility of 243.9%, risk-free interest rate of 0.80% and no dividend yield. These options will be expensed over their vesting schedule. 9

OnItem March 25, 2013 the Company issued stock options to purchase 500,000 shares of common stock to an individual providing contract accounting services to the Company, half of which vested upon issuance and the other half will vest after one year of service to the Company. The options were priced at $0.02 per share and will expire five years from the date of issuance. The fair value of the options granted is estimated using the market price at the end of each quarter. The fair value of these options as of the date of grant was determined to be $9,937. On the date of grant, utilizing the Black-Scholes model, the following assumptions were used: expected life of the options of 5 years, expected volatility of 243.9%, risk-free interest rate of 0.80% and no dividend yield. These options will be expensed over their vesting schedule. Number of Shares Weighted Average Exercise Price Options Outstanding at January 31, 2014 14,750,000 $ 0.12 Issued - - Exercised - - Expired/Cancelled - - Outstanding at July 31, 2014 14,750,000 $ 0.12 Exercisable at July 31, 2014 13,750,000 $ 0.13 The following table summarizes information about stock options at July 31, 2014: Range of Prices Weighted Average Number Outstanding Contractual Life Weighted Average Exercise Price Weighted Average Number Exercisable Weighted Average Exercise Price $0.02 4~~,500,000 3~~.65 ~~yrs $0.02 3,500,000 $0.02 $0.05 2,000,000 1.81~~MINE ~~yrs $0.05 2,000,000 $0.05 $0.06 5,650,000 1.43~~SAFETY yrs $0.06 3,150,000 $0.06 $0.08 500,000 0.48 yrs $0.08 500,000 $0.08 $0.30 100,000 0.48 yrs $0.30 100,000 $0.30 $0.60 2,000,000 1.35 yrs $0.60 2,000,000 $0.60 Number of Shares Weighted Average Exercise Price Warrants Outstanding at January 31, 2014 18,064,000 $0.08 Issued 10,000,000 $0.05 Exercised - - Expired/Cancelled - - Outstanding at July 31, 2014 28,064,000 $0.07 Exercisable at July 31, 2014 28,064,000 $0.07 10 DISCLOSURES

OnNot July 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 $0applicable.02 12,814,000 2.57 yrs $ 256,280 $0.02 $0.05 11,000,000 4.50 yrs $ 550,000 $0.05 $0.25 4,250,000 3.83 yrs $ 1,000,000 $0.25 28,064,000 Fair Value Considerations: GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels: Level 1 valuations: Quoted prices in active markets for identical assets and liabilities. Level 2 valuations: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable. Level 3 valuations: Significant inputs to valuation model are unobservable. We classify assets and liabilities measured at fair value in their entirety based on the lowest level of input that is significant to their fair value measurement. We measure all our stock options issued to contractors that are required to be measured at fair value on a recurring basis using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. On March 25, 2013, options to purchase 4,500,000 shares of common stock were issued to contractors, which require fair value measurement for the unvested options on a quarterly basis. The options were revalued again using the Black-Scholes option pricing model for the quarter ended July 31, 2014 based on the following assumptions: expected life of the options of 3.75 years, expected volatility of 211.4%, risk-free interest rate of 1.76% and a stock price of $0.01 per share. Based on these assumptions, the Company calculated that the value for the unvested options had decreased by $8,871 during the quarter which was recorded as a negative stock option expense in the quarter ended July 31, 2014. 11

~~NOTE~~Item 65. -OTHER ~~Related Party Transactions~~INFORMATION

~~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~~None. ~~As of July 31, 2014, $51,359 was owed to Minex Exploration for these services.~~

~~NOTE 7 – Subsequent Events~~18

OnItem September 2, 2014 the annual lease payments to the Bureau of Land Management were due for our federal mining claims covering about 10,000 acres of land in Arizona and Wyoming and account for substantially all of the assets in the Company6. We ~~were unable to raise the capital required to make these payments to the BLM and as a result have lost all rights and interests in these claims.~~ EXHIBITS

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

Exhibit No.	Document
3.1	Articles of Incorporation, as amended. Filed as Exhibit 2.3 to Form 10-QSB filed January 6, 1998 and incorporated herein by reference.

3.2	By-laws of the Corporation. Amended and Restated. Filed as Exhibit 3.3 to Form 10-QSB filed December 16, 1996 and incorporated herein by reference.

31	Officers Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for James G. Baughman. Filed herewith.

32	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 for James G. Baughman. Filed herewith.

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.~~19

~~Cautionary Statement about Forward-Looking Statements~~SIGNATURES

~~This~~In ~~Form~~accordance ~~10-Q~~with ~~contains~~Section ~~forward-looking~~13 ~~statements~~or ~~regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act of 1933~~ 15(~~the “Securities Act”~~d) ~~and the Securities Exchange Act~~ of ~~1934 (~~the “Exchange Act~~”). These statements are based on current expectations~~, ~~estimates, forecasts, and projections about~~ the ~~industry~~registrant incaused ~~which~~this ~~the~~report 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~~be ~~such~~signed ~~forward-looking~~on ~~statements.~~its Inbehalf ~~addition,~~by ~~any statements that refer to projections of~~ the ~~Company’s future financial performance~~undersigned, ~~the~~thereunto ~~Company’s~~duly ~~plans for a drill program, the Company’s potential for joint venture partners, and other characterizations of future events or circumstances are forward-looking statements~~authorized. The Company’s properties are without known reserves and any proposed projects or drill programs are exploratory in nature. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified under “Risk Factors” in our Form 10-K for the year ended January 31, 2014. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.

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

		CYCLONE URANIUM CORPORATION

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

12 20

Overview Cyclone Uranium Corporation (formerly known as Fischer-Watt Gold Company, Inc., collectively with its subsidiaries, "Cyclone Uranium", “Cyclone" or the "Company"), was formed under the laws of the State of Nevada in 1986. Cyclone Uranium's primary business is mining and mineral exploration, and to that end to own, acquire, improve, sell, lease, convey lands or mineral claims or any right, title or interest therein; and to search, explore, prospect or drill for and exploit ores and minerals therein or thereupon. Mineral Properties Through several acquisitions, the Company evolved and has focused on building a portfolio of uranium mining claims in Wyoming, and Arizona, the most recent of which was the March 14, 2012 acquisition of New Fork. New Fork's assets are comprised of 521 federal mining claims covering about 10,000 acres of BLM land. These claims cover a large portion of the sinuous, uranium bearing roll-front that exists in this part of south-central Wyoming. The Company’s existing Cyclone Rim claims cover a 28-mile extent of the western portion of this same roll-front trend. This area of Sweetwater County is a historical uranium-mining district that is seeing a resurgence of development activity. 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 between $150,000 and $200,000 annually in lease payments to the Bureau of Land Management. 13

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. The Company’s business plan will require additional capital through debt or equity financing to fund these programs, which may not be available at reasonable terms, if at all. 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 three and six months ended July 31, 2014 and July 31, 2013. The Company had no revenue from production during the three and six months ended July 31, 2014 or 2013 as the Company had no properties in production. Exploration expenses for the three months ended July 31, 2014 were $35,147 compared to $54,166 for the three months ended July 31, 2013. For the six months ended July 31, 2014 and July 31, 2013, the exploration expenses were $69,147 and $102,914, respectively. This decrease for the three and six months are attributed to management’s decision to not renew certain claims that were deemed to be more speculative in the last year which weren’t adding to the Company’s strategy. General and administrative expenses for the three months ended July 31, 2014 amounted to $21,445 compared to $126,452 for the three months ended July 31, 2013. For the six months ended July 31, 2014 and 2013, general and administrative expenses were $106,681 and $230,391, respectively. This decrease for the three and six month comparable periods are attributed primarily to a decrease in professional services in 2014. Total other expenses for the three months ended July 31, 2014 were $54,249 compared to $44,104 for the three months ended July 31, 2013. Total other expenses for the six months ended July 31, 2014 and July 31, 2013 were $106,681 and $230,391, respectively. The increase in both comparable periods were due to increased interest expense recorded for all short-term notes given the Company’s additional debt issued during the past year. For the three months ended July 31, 2014, the Company reported a net loss of $110,841 compared to a net loss of $224,722 for the three months ended July 31, 2013. For the six months ended July 31, 2014, the Company reported a net loss of $282,557 compared to a net loss of $421,305 for the six months ended July 31, 2013. Liquidity and Financial Condition The Company had unrestricted cash on hand at July 31, 2014, of $3,251 compared to $2,582 on January 31, 2014. The Company also holds restricted cash of $35,184 relating to reclamation bonds covering the mineral properties acquired from Tournigan Energy. 14

Current liabilities amounted to $1,645,563 on July 31, 2014 compared to $1,540,163 on January 31, 2014. This increase of $105,400 is associated with interest and accrued expenses recorded during the six months ended July 31, 2014. Current assets amounted to $50,896 resulting in a working capital deficit of $1,594,667 at July 31, 2014. Cash used in operating activities for the six months ended July 31, 2014 was $99,331 compared to $158,760 for the three months ended July 31, 2013. Cash provided by financing activities for the six months ended July 31, 2014 was $100,000 compared to $160,000 for the six months ended July 31, 2013. 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. 15

Off Balance Sheet Arrangements

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

Recently Issued and Adopted Accounting Pronouncements

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

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

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

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

Item 4. CONTROLS AND PROCEDURES Disclosure Controls and Procedures As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “1934 Act”), as of July 31, 2014, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer). Based upon and as of the date of that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures are not effective to timely alert management to material information required to be included in our periodic reports filed with the Securities and Exchange Commission and to ensure that information required to be disclosed in such reports is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosures. However, management believes that the financial statements included in this report present fairly, in all material respects, the Company’s consolidated financial position, results of operations and cash flows for the periods presented. Due to our limited financial resources and limited personnel we are not able to, and do not intend to, immediately take any action to remediate the material weaknesses identified. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to our management, including our principal executive officer as appropriate, to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting There has not been any change in our internal controls over financial reporting that occurred during our quarterly period ended July 31, 2014 that has materially affected, or is reasonable likely to materially affect, our internal controls over financial reporting. PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None. Item 1A. RISK FACTORS There have been no material changes to the risk factors set forth in Item 1A. to Part II of our Form 10-K, as filed on May 16, 2014, except to the extent factual information disclosed elsewhere in this Form 10-Q relates to such risk factors. Item 2. UNREGISTERED SALES OF EQUITY SECURITIES On June 9, 2014 the Company, issued 10,000,000 shares of common stock for a $100,000 investment received from an accredited investor. Each share will also include one warrant exercisable at $0.05 per share with a term of five years from issuance. Based on the terms and conditions of the warrants, we have concluded that all of the warrants issued meet the criteria for equity classification. 17

Item 3. DEFAULTS UPON SENIOR SECURITIES 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 July 31, 2014, 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 July 31, 2014 the balance due, including interest, is $550,208. The Company received notification of the lender’s intent to foreclose on the pledged assets and the Company is currently engaged in settlement negotiations with lender for payment of the note. On January 7, 2013, the Company entered into an agreement with a shareholder in the form of a promissory note payable, in the amount of $35,000. The terms of the note include an interest rate of 15% that is accrued and paid at the time of maturity.The note and accrued interest are due and payable July 7, 2013. As of July 31, 2014, the Company recorded $8,213 in accrued interest. In connection with the note payable, the Company issued a Warrant to purchase 1,000,000 shares of common stock, exercisable on or before January 7, 2016 at $0.02 per share. The fair value of the warrant at the date of grant was $25,417 using a Black Scholes option pricing model using inputs described in Note 4, and the full expense was recorded as of the date of issuance. As of July 31, 2014, the Company was unable to repay the note, thus, the Company is in default on the note. On July 31, 2014 the balance due, including interest is $43,213. We are currently engaged in discussions with the lender with regard to negotiating an extension on the note. 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 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 4. The proceeds from the note were allocated to notes payable and warrants based on the relative fair value of the debt and warrants. The remaining amount of $66,573 was amortized and expensed over the life of the note which matured December 30, 2013. As of July 31, 2014, the Company was unable to repay the note, thus, the Company is in default on the note. On July 31, 2014 the balance due, including interest is $191,548. The Company is currently engaged in settlement negotiations with lender for payment of the note. Item 4. MINE SAFETY DISCLOSURES Not applicable. Item 5. OTHER INFORMATION None. 18 Item 6. EXHIBITS Exhibit No. Document 3.1 Articles of Incorporation, as amended. Filed as Exhibit 2.3 to Form 10-QSB filed January 6, 1998 and incorporated herein by reference. 3.2 By-laws of the Corporation. Amended and Restated. Filed as Exhibit 3.3 to Form 10-QSB filed December 16, 1996 and incorporated herein by reference. 31 Officers Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for James G. Baughman. Filed herewith. 32 Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 for James G. Baughman. Filed herewith. 19

SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CYCLONE URANIUM CORPORATION Date: September 22, 2014 By: /s/ James G. Baughman James G. Baughman President and Chief Executive Officer and acting Chief Financial Officer 20

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