-----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, EmFq0StiV1BfWPAtFv7GMeNc+OB3eB/3MdsU8YOYrszcI2U6Ezc/DTNRYBYUTHOZ AQZOSF5wr8T06tAL28ttVA== 0000931731-02-000203.txt : 20020530 0000931731-02-000203.hdr.sgml : 20020530 20020530154835 ACCESSION NUMBER: 0000931731-02-000203 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020430 FILED AS OF DATE: 20020530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISHER 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-17386 FILM NUMBER: 02666325 BUSINESS ADDRESS: STREET 1: 1621 NORTH 3RD STREET STREET 2: SUITE 1000 CITY: COEUR D'ALENE STATE: ID ZIP: 83814-3340 BUSINESS PHONE: 2086646757 MAIL ADDRESS: STREET 1: 1621 NORTH 3RD ST STREET 2: STE 1000 CITY: COEUR DALENE STATE: ID ZIP: 83814 FORMER COMPANY: FORMER CONFORMED NAME: FISCHER WATT GOLD CO INC DATE OF NAME CHANGE: 19920703 10QSB 1 fwgold-10qsb.txt FW GOLD 10QSB FORM 10-QSB ----------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (Mark One) [X ] NINE MONTHS REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Nine months period ended April 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-17386 FISCHER-WATT GOLD COMPANY, INC. (Exact name of registrant as specified in its charter) Nevada 88-0227654 - -------------------------------- ------------------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 1410 Cherrrywood Dr. Coeur d'Alene, ID 83814 -------------------------------------------- (Address of principal executive office) (208)-664-6757 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ The number of shares outstanding of each of Issuer's classes of common equity as of April 30, 2002. Common Stock, par value $.001 46,223,384 ----------------------------- ---------------- Title of Class Number of Shares Transitional Small Business Disclosure Format Yes [ ] No [ X ] Index ----- Exchange Rates.................................................................1 Conversion Table...............................................................1 Forward Looking Statements.....................................................1 Part 1 - Financial Statements..................................................2 1.1 Consolidated Balance Sheet.........................................2 1.4 Basis Of Presentation................................................... 1.6 Stockholders' Equity.................................................... Part 2 - Management's Discussion and Analysis or Plan of Operations............ 2.1 Organization and Business............................................... 2.2 Liquidity and Capital Resources.........................................5 2.2.1 Short Term Liquidity...............................................6 2.2.2 Long Term Liquidity................................................6 2.3 Results of Operations...................................................6 2.4 Revenues................................................................6 2.5 Costs and Expenses......................................................6 2.6 Commitments and Contingencies...........................................7 2.7 Foreign Currency Exchange...............................................7 2.8 Going Concern Consideration.............................................7 2.9 Other...................................................................7 2.10 Cautionary Note Regarding Forward-Looking Statements..................10 Part 3 - Other Information....................................................10 3.1 Legal Proceedings......................................................10 3.2 Changes in Securities..................................................10 3.4 Submission of Matters to a Vote of Security Holders....................11 3.5 Other information......................................................11 3.6 Exhibits and Reports on Form 8-K.......................................11 ii 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 liter = 1.057 U.S. quarts ------------------------------ --------- -------------------------------------- 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. 1 FISCHER-WATT GOLD COMPANY, INC. AND SUBSIDIARIES Part 1 - Financial Statements Fischer-Watt Gold Company, Inc. Consolidated Balance Sheet April 30, 2002 (Unaudited) ASSETS ------ Current assets: Cash $ 14,295 ------------ Property and equipment, net 662 Other assets 8,027 ------------ 8,689 ------------ LIABILITIES AND STOCKHOLDERS' (DEFICIT) --------------------------------------- Current liabilities: Accounts payable $ 67,446 Notes payable - shareholders 110,500 Accounts payable and accrued expenses - shareholders 1,033,428 ------------ Total current liabilities 1,211,374 ============ Stockholders' (deficit): Preferred stock, non-voting, convertible, $2 par value, 250,000 shares authorized, none outstanding -- Common stock, $.001 par value, 50,000,000 shares authorized, 46,223,384 shares issued and outstanding 46,223 Additional paid-in capital 14,876,809 Accumulated (deficit) (16,111,422) ------------ (1,188,390) ------------ $ 22,984 ============ See the accompanying notes to the consolidated financial statements. 2 Fischer-Watt Gold Company, Inc. Consolidated Statements of Operations Three Months Ended April 30, 2002 and 2001 (Unaudited) 2002 2001 Revenue $ -- $ -- ------------ ------------ Costs and expenses: Exploration 42,147 27,805 General and administrative 81,607 87,303 ------------ ------------ 123,754 115,108 ------------ ------------ (Loss) from operations (123,754) (115,108) ------------ ------------ Other income and (expense): -- -- ------------ ------------ Net (loss) $ (123,754) $ (115,108) ============ ============ Per share information - basic and fully diluted Net (loss) per share $ (0.00) $ (0.00) ============ ============ Weighted average shares outstanding 46,223,384 44,398,384 ============ ============ See the accompanying notes to the consolidated financial statements. 3 Fischer-Watt Gold Company, Inc. Consolidated Statements of Cash Flows Three Months Ended April 30, 2002 and 2001 (Unaudited) 2002 2001 -------- -------- Cash flows from operating activities: Net cash (used in) operating activities $(64,469) $(51,389) -------- -------- Cash flows from investing activities: Net cash provided by (used in) investing activities -- -- -------- -------- Cash flows from financing activities: Net cash provided by financing activities 72,200 48,000 -------- -------- Increase (decrease) in cash and cash equivalents 7,731 (3,389) Cash and cash equivalents, beginning of period 6,564 20,387 -------- -------- Cash and cash equivalents, end of period $ 14,295 $ 16,998 ======== ======== See the accompanying notes to the consolidated financial statements 4 FISCHER-WATT GOLD COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2002 (UNAUDITED) Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and Item 310(b) of Regulation SB. 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 financial statements of the Company as of January 31, 2002 and for the two years then ended, including notes thereto included in the Company's Form 10-KSB. The accompanying consolidated financial statements include the accounts of the Company and its subsidiary. Intercompany transactions and balances have been eliminated in consolidation. Stockholders' (Deficit) During the period ended April 30, 2002 a shareholder of the Company contributed $72,200 to the capital of the Company. Going Concern Consideration The Company has incurred substantial operating losses since inception aggregating $16,111,422 and has a stockholders' deficit of $1,188,390 and a working capital deficit of $1,197,079 at April 30, 2002. In addition, the Company has no revenue producing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company is attempting to develop mineral properties in Mexico as Mexico is supportive of the mining industry and NAFTA has made doing business there attractive. In addition, the Company has funded its operations from capital contributions from a shareholder. 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 future operating efficiencies anticipated with increased production levels. 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 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. 5 FISCHER-WATT GOLD COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2002 (UNAUDITED) 2.2 Liquidity and Capital Resources 2.2.1 Short Term Liquidity As of April 30, 2002, the Company had $14,295 in cash and accounts payable and accrued expenses of $1,033,428 million. On April 30, 2002, the Company's current ratio of current assets to current liabilities was less than 1:1 A current ratio of less than 1:1 indicates that the Company does not have sufficient cash and other current assets to pay its bills and other liabilities incurred at the end of its fiscal year and due and payable within the next fiscal year. To help eliminate this problem the Company sold its Colombian operation during calendar year 2000 and is concentrating its efforts in Mexico. After taxes, Fischer-Watt incurred a net loss of $123,754 for the period ending April 30, 2002. For the three months ending April 2001 the net loss was $115,108. The loss was due to the lack of income producing operations and costs related to the development of the Mexican property. On April 30, 2002 the accumulated deficit was $16.1 Million 2.2.2 Long Term Liquidity It is likely that the Company will need to supplement anticipated cash from operations with future debt or equity financing and dispositions of or joint ventures with respect to mineral properties to fully fund its future business plan that includes exploration projects and property development. While the Company has been successful in capital raising endeavors in the past, there can be no assurance that its future efforts will be successful. There can be no assurance that the Company will be able to conclude transactions with respect to its mineral properties or additional debt or equity financing or that such capital raising opportunities will be available on terms acceptable to the Company, or at all. 2.3 Results of Operations The Company had a net loss of $123,754 ($0.00 per share) compared to a net loss of $115,108 ($0.00 per share) in the Three-month's ended April 30, 2002 and 2001 respectively. 2.4 Revenues The Company had no sales during the period. 2.5 Costs and Expenses The cost of abandoned mineral interests was $-0- in the three months ending April 30, 2002 and 2001, respectively. Abandonment's are a natural result of the Company's ongoing program of acquisition, exploration and evaluation of mineral properties. When the Company determines that a property lacks continuing economic value, it is abandoned. It cannot be determined at this time when or if any of the Company's current property interests will be abandoned. Selling, general and administrative cost was decreased to $81,607 for the three months ending April 30, 2002 from $87,303 for the three months ending April 30, 2001. Exploration expense increased from $27,805 in the first three months of fiscal 2001 to $42.147 in the first three months of fiscal 2002. The Company had no interest expenses during the period. All exploration cost in the year 2002 to date have been incurred at the La Balsa property in Mexico. 6 FISCHER-WATT GOLD COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2002 (UNAUDITED) Other income (expenses) was $-0- for the period. 2.6 Commitments and Contingencies Management is currently unaware of any legal action against the Company. 2.7 Foreign Currency Exchange The Company accounts for foreign currency translation in accordance with the provisions of Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation" ("SFAS No.52"). The assets and liabilities of the Colombian unit are translated at the rate of exchange in effect at the balance sheet date. Income and expenses are translated using the weighted average rates of exchange prevailing during the period. The related translation adjustments are reflected in the accumulated translation adjustment section of shareholders' equity. 2.8 Going Concern Consideration As the independent certified public accountants have indicated in their report on the financial statements for the year ended January 31, 2002, and as shown in the financial statements, the Company has experienced significant operating losses that have resulted in an accumulated deficit of $16.1 million. These conditions raise 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 gold, future capital raising efforts, and the ability to achieve future operating efficiencies anticipated with increased production levels. 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 Company does not currently have adequate capital to continue its contemplated business plan beyond the early part of fiscal 2002. The Company is presently investigating all of the alternatives identified above to meet its short-term liquidity needs. The Company believes that it can arrange a transaction or transactions to meet its short-term liquidity needs, however there can be no assurance that any such transactions will be concluded or that if concluded they will be on terms favorable to the Company. On November 21, 2000, the Company announced that it had signed a letter on intent to sell the Oronorte operations to Grupo de Bullet, a Colombian Company. This sale included the El Limon mine and its related support facilities as well as all of companies the exploration and development properties in the country. The sale price was US$3.7 million which will be paid as a 3% NSR. If Grupo de Bullet vends the property to a third party within two years the full amount will due upon sale, less a sales commission. 2.9 Other In August 2000, the Mexican government issued the Company the rights to a series of contiguous mining concessions. The concessions cover approximately 500 hectares and are located 12 km north of Lazaro Cardenas, Michoacan. Work done by previous concession holders includes 42 diamond drill holes, 35 percussion drill holes and a very preliminary feasibility study. In October 2000 the Company retained K D Engineering, Tucson, Arizona, to perform a feasibility study on the Balsa Project. Simultaneously, Mintec, Inc., Tucson, Arizona, was retained to determine the ore reserves and complete a mine design. K D Engineering subcontracted the geotechnical portion of the study to the Tucson office of Golder Associates. A pre-feasibility study was completed on January 4, 2001 and is summarized below. 7 FISCHER-WATT GOLD COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2002 (UNAUDITED) - -------------------------------------------------------------------------- Class Type Tonne %Cu - -------------------------------------------------------------------------- Measured Clay Oxide 556,447 0.998 Rock Oxide 2,081,640 0.878 Sulphide 6,481,094 2.677 ---------- ---------- Sub Total 9,119,181 2.164 Indicated Clay Oxide 103,041 0.939 Rock Oxide 1,246,182 0.548 Sulphide 2,147,934 0.206 ---------- ---------- Sub Total 3,497,157 0.349 Inferred Clay Oxide 3,221 0.728 Rock Oxide 186,425 0.442 Sulphide 11,684,788 0.154 ---------- ---------- Sub Total 11,874,434 0.159 Total Clay Oxide 662,709 0.99 Rock Oxide 3,514,247 0.74 Sulphide 20,313,816 0.96 ---------- ---------- Total 24,490,772 0.93 - -------------------------------------------------------------------------- - -------------------------------------------------------------------------- Class Type Tonne Cu% - -------------------------------------------------------------------------- Measured Clay Oxide 659,488 0.989 and Rock Oxide 3,327,822 0.754 Indicated Sulphide 8,629,028 2.062 ---------- ---------- Sub Total 12,616,338 1.661 - -------------------------------------------------------------------------- Total Tonne mined 3.5 million Average Grade of Ore Mined 1.42% Cu Striping Ratio (Waste to Ore) 0.68:1 Ton per day of refined copper 14 Process SX-EW Type of Copper Produced Electrolytic Total Capital Requirement $10 million (Approximately) Project Life 7.5 years Cash Cost per Lb of Cu $0.54 Revenue @ $0.85 per Lb of Cu $66 million 8 FISCHER-WATT GOLD COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2002 (UNAUDITED) In August 2001 Mexican authorities notified the Company that the challenges to the title had been resolved in the company's favor. Titles were issued the same month. On September 28, 2001 the Company began a drilling program at the La Balsa project. This program was initiated to confirm and expands the reserves, provide a better understanding of the geology, and to provide material for additional metallurgical testing. The drilling consisted of 435 meters of core. The work was preformed by B.D.W. Drilling, Guadalajara, Jalisco and supervised by Resource Geosciences de Mexico, Hermosillo, Sonora. The samples from the drilling were sent to the laboratory of Bondor Clegg, Vancouver, B.C. for assay. The results of the drilling are shown below.
LA BALSA SIGNIFICANT DRILL INTERCEPTS - ----------- --------------- ------------- ---------- ----------- -------------- --------- ---------- -------- Inclination Azimuth From Vertical Total Hole # Degrees Degrees Meters To Meters Thickness Cu % Ore Type Zone - ----------- --------------- ------------- ---------- ----------- -------------- --------- ---------- -------- - ----------- --------------- ------------- ---------- ----------- -------------- --------- ---------- -------- 101 -90 0 13.5 18.0 4.5 1.31 Oxide West - ----------- --------------- ------------- ---------- ----------- -------------- --------- ---------- -------- 102 -90 0 33.0 40.5 7.5 0.99 Sulfide West - ----------- --------------- ------------- ---------- ----------- -------------- --------- ---------- -------- 103 -50 030 0.00 10.5 8.0 3.79 Oxide West 18.0 28.5 8.0 2.08 Sulfide West - ----------- --------------- ------------- ---------- ----------- -------------- --------- ---------- -------- 104 -90 0 9.0 39.0 30.0 3.87 Oxide East 39.0 58.5 19.5 2.09 Sulfide East - ----------- --------------- ------------- ---------- ----------- -------------- --------- ---------- -------- 105 -45 090 9.0 51.0 29.7 2.13 Oxide East - ----------- --------------- ------------- ---------- ----------- -------------- --------- ---------- -------- 106 45 315 40.3 60.0 13.9 1.11 Sulfide East * - ----------- --------------- ------------- ---------- ----------- -------------- --------- ---------- -------- 107 -45 135 8.0 52.5 31.5 2.78 Oxide East - ----------- --------------- ------------- ---------- ----------- -------------- --------- ---------- -------- 108 -45 045 12.0 30.0 12.7 1.20 Oxide East - ----------- --------------- ------------- ---------- ----------- -------------- --------- ---------- --------
*Considered very important for porphyry potential. This hole ended in ore grade mineralization outside the current reserve area. Concurrent with this work, Seegmiller and Associates, an internationally recognized slope stability firm based in Salt Lake City, Utah, performed various rock mechanic studies and slope stability analysis. Aguayo and Associates of Hermosillo, Sonora, performed environmental testing for potential acid rock drainage on representative samples. Metallurgical testing is now underway at Mountain States R&D International, Inc. in Vail, Arizona and should be completed by the end of June 2002. During the above mentioned drill program it was noted that several of the drill holes has terminated in porphyry-style, high grade, copper sulfide mineralization or favorable altered host rocks. This same bornite mineralization and porphyry association had also been noted in the drill logs of some of the 70 holes drilled previously by other companies. Fischer-Watt therefore contracted La Cuesta International, Inc. to determine the potential, and to make specific recommendations for future exploration, of this deeper, primary sulfide, target. 9 In its conclusions, La Cuesta International noted that some of the drill holes beneath Zone C had intersected the throat of an important, well mineralized, copper-bearing porphyry intrusive and that "The La Balsa project is a porphyry hosted, bornite dominated, copper-silver-gold mineral system". This system may be a member of the "diorite-type" porphyry copper model but additional work is needed in order to verify this determination. In addition, JRA Geophysics, Inc. reviewed geophysical surveys over La Balsa that had been carried out previously by others. The regional airborne magnetic survey indicates that the main La Balsa mineralization lies in an area where a north-south fault intersects an ENE - WSW striking, regional magnetic high feature. The induced polarization survey data over this area suggests that a 600 meter long sulfide bearing zone exists along the ENE -WSW axis. The zone remains open to the west, north, south and to depth. Locating the primary source of mineralization at La Balsa could generate tremendous upside potential for Fischer-Watt. This exploration work will not, however, impede the preparation and implementation of the feasibility study for the mining of the surface oxide zones. 2.10 Cautionary Note Regarding Forward-Looking Statements In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"), the Company is hereby providing cautionary statements identifying important factors that could cause the Company's actual results to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of the Company herein or orally, whether in presentations, in response to questions or otherwise. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will result", "are expected to", "will continue", "is anticipated", "estimated", "projection" and "outlook") are not historical facts and may be forward-looking and, accordingly, such statements involve estimates, assumptions, and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. Such uncertainties include, among other, the following: (i) the Company's ability to obtain additional financing to implement its business strategy; (ii) adverse weather conditions and other conditions beyond the control of the Company; (iii) imposition of new regulatory requirements affecting the Company; (iv) a downturn in general or local economic conditions where the Company operates; (v) effect of uninsured loss and (vi) other factors which are described in further detail in the Company's filings with the Securities and Exchange Commission. The Company cautions that actual results or outcomes could differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of such factors. Further, management cannot assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Part 3 - Other Information 3.1 Legal Proceedings None 3.2 Changes in Securities None 10 FISCHER-WATT GOLD COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2002 (UNAUDITED) 3.4 Submission of Matters to a Vote of Security Holders None 3.5 Other information None 3.6 Exhibits and Reports on Form 8-K A. Exhibits B. Reports on Form 8-K None. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FISCHER-WATT GOLD COMPANY, INC. ------------------------------- Date: May 29, 2002 By: /s/George Beattie -------------------------------- George Beattie, President, Chief Executive Officer (Principal Executive Officer) 11 -----END PRIVACY-ENHANCED MESSAGE-----