U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25
                          Commission File No.: 000-17386

                           NOTIFICATION OF LATE FILING

                                    Form 10-K
                                    ---------



For Period Ended 01/31/2005

PART I - REGISTRANT INFORMATION

Fischer-Watt Gold Company
- ------------------------------
Full Name of Registrant

N/A
- ----
Former Name of Registrant

1410 Cherrywood Drive, Coeur d'Alene, Idaho 83814
- --------------------------------------------------
Street, City, State and Zip Code



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)

[X]      (a) The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

[X]      (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 thereof,  will be
         filed on or before the fifteenth  calendar day following the prescribed
         due date, or the subject  quarterly report or 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 Forms 10-Q, Form 20-F, 11-K, or
Form N-SAR, or the transition  report,  or portion  thereof,  could not be filed
within the prescribed time period.

Management  has received  notification  that the Form 10-KSB for the fiscal year
ended January 31, 2005,  could not be filed within the  prescribed  time because
additional  time  is  required  to  finalize  and  review   year-end   financial
information,   complete  consolidation  of  financial  statements  and  complete
management's discussion and analysis.

PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification

     George J. Beattie             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 Investments 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?  If answer is no,
identify report(s).
                                                                  [X] Yes [ ] No

(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  change,  both narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

                            Fischer-Watt Gold Company
                          -----------------------------
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date: April 28, 2005               By:  /s/ George Beattie
                                   ---------------------------------
                                            Chief Executive Officer


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