-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RXaIQHFdNnZdnqOx0OW8GtGqwZzYNNWVMrRgtivJ6EnmbImy4SiQ5RX6L/855Fwg VaORzUqaNx0OcgwppAWG2Q== 0000844788-96-000012.txt : 19960502 0000844788-96-000012.hdr.sgml : 19960502 ACCESSION NUMBER: 0000844788-96-000012 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960131 FILED AS OF DATE: 19960501 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISCHER WATT GOLD CO INC CENTRAL INDEX KEY: 0000844788 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 880227654 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17386 FILM NUMBER: 96554955 BUSINESS ADDRESS: STREET 1: 1410 CHERRYWOOD DRIVE CITY: COEUR DALENE STATE: ID ZIP: 83814 BUSINESS PHONE: 2086646757 MAIL ADDRESS: STREET 2: 1410 CHERRYWOOD DRIVE CITY: COEUR DALENE STATE: ID ZIP: 83814 NT 10-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING (Check One): _X_ Form 10-K and Form 10-KSB ___ Form 20-F ___ Form 11-K ___ Form 10-Q and Form 10-QSB ___ Form N-SAR For Period Ended: January 31, 1996 ----------------------------------- ___ Transition Report on Form 10-K ___ Transition Report on Form 20-F ___ Transition Report on Form 11-F ___ Transition Report on Form 10-Q ___ Transition Report on Form N-SAR For the Transition period Ended:__________________________ If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: PART I - REGISTRANT INFORMATION Full Name of Registrant Fischer-Watt Gold Company, Inc. - ----------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) 1410 Cherrywood Drive - ----------------------------------------------------------------------------- City, State and Zip Code Coeur d'Alene, ID 83814 - ----------------------------------------------------------------------------- PART II - RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; (b) The subject annual report, semi-annual report, transition report - - on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion X thereof, will be filed on or before the fifteenth calendar day - - following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III - NARRATIVE State below in reasonable detail the reasons why Form 10-K and Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portions thereof, could not be filed within the prescribed time period. The Registrant acquired, effective August 24, 1995, directly and indirectly, 99.99% of the issued and outstanding shares of Compania Minera Oronorte S. A., a gold mining company located in Colombia in exchange for its equity interests in Compania Minerales de Copan S. A. de C.V., a Honduran corporation ("Copan"). On January 5, 1996, the Registrant's certifying accountant resigned and a new certifying accountant was engaged on March 29, 1996. On January 29, 1996, the Registrant acquired Great Basin Management Co., Inc. Audited financial statements are not yet available from the Registrant's certifying accountant. As a result of all these factors, the Form 10-KSB could not be filed with the prescribed time period. On April 15, 1996, the Registrant hired a new Chief Financial Officer. Exhibits Item 601 Code Exhibit 1 16 Letter of BDO Seidman, LLP dated May 1, 1996 stating why the audit is not available PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Michele D. Wood 208 664-6757 ----------------------------------------------------------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? ___ Yes _X_ No If answer is no, identify report(s). a. Form 8-K/A due January 5, 1996 has not been filed. b. Form 8-K/A due April 15, 1996 has not been filed. (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? _X__Yes __No If so, attach an explanation of the anticipated changes, both narratively and quantitatively, and if appropriate, state the reasons why a reasonable estimate of the results cannot be made. See Attached Narrative ---------------------------------------------------------------------- Fischer-Watt Gold Company, Inc. ---------------------------------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undesigned hereunto duly authorized. DATE: April 30, 1996 BY: /s/ George Beattie ------------------------ ------------------------------- George Beattie, President Narrative for Part IV - item (3) Form 12b-25 The Registrant is unable to accurately determine consolidated net income for the year ended January 31, 1996 due to the need for resolution of certain accounting issues related to the Registrant's acquisitions during such fiscal year. The Registrant's certifying accountant and Chief Financial Officer are working on resolution of these issues. Net income for the year ended January 31, 1995 was $135,000 or $0.01 per share. EX-16 2 BDO Seidman, LLP Accountants and Consultants 900 Seafirst Financial Center 601 West Riverside Avenue Spokane, Washington 99201-0611 Telephone: (509) 747-8095 Fax: (509) 747-0415 Securities and Exchange Commission April 30, 1996 450 Fifth Street, N. S. Washington, D. C. 20549 Gentlemen: This letter is written in response to the requirement of Rule 12b-25(c) under the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II of Form 12b-25. We are the independent auditors of Fischer-Watt Gold Company, Inc. ("the Registrant"). The Registrant has stated in Part III of its filing on Form 12b-25 that it is unable to timely file, without unreasonable effort or expense, its Annual Report on Form 10-KSB for the year ended January 31, 1996, because our Firm has not yet completed our audit of the financial statements of the Registrant for the year ended January 31, 1996 and is therefore unable to furnish the required opinion on such financial statements. We hereby advise you that we have read the statements made by the Registrant in Part III of its filing on Form 12b-25 and agree with the statements made therein. We are unable to complete our audit of the Registrant's financial statements and furnish the required opinion for a timely filing as we are still in the process of obtaining and analyzing evidential matter pertaining to two recent business acquisitions made by the Registrant. Therefore, we have not yet had sufficient time to complete the auditing procedures which we consider necessary in these circumstances. Very truly yours /s/ BDO Seidman, LLP -----END PRIVACY-ENHANCED MESSAGE-----